LEGAL

TRAX Platform PTE LTD

General Terms and Conditions

 

Last updated on 17th February 2017

 

IMPORTANT NOTICE

 

BY REGISTERING FOR AN ACCOUNT AND USING THIS WEBSITE AND SUBSCRIBING FOR OUR SERVICES, (1) YOU CERTIFY THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND YOURSELF (IN THE EVENT THAT YOU ARE AN INDIVIDUAL) OR YOUR CORPORATION (IN THE EVENT THAT YOU ARE USING THE SERVICE ON BEHALF OF YOUR COMPANY); AND (2) YOU AGREE TO THE GENERAL TERMS AND CONDITIONS WHICH WILL BIND YOU, IN PARTICULAR, THE RESTRICTIONS MENTIONED IN CLAUSES 3, 4, 6, 7 and 8.

 

IF YOU DO NOT AGREE TO THE TERMS OF THESE GENERAL TERMS AND CONDITIONS, WE WILL NOT ALLOW YOU TO USE THIS WEBSITE AND YOU MUST STOP USING IT NOW.

 

  1. General
    1. The following General Terms and Conditions apply to our customers and users of our online services (“you”, “User” or, where applicable, “Subscriber”) “ at this website of TRAX Platform Pte Ltd (“TRAX”, “we”, “our” or “us”) at www.trax.global (the “Site”) and/ or any other use of our Site. These General Terms and Conditions set out the legally binding terms of the relationship between TRAX and you. You should read these General Terms and Conditions carefully and any other applicable provisions that TRAX may impose on its Users and Subscribers (as applicable) from time to time, as these contain exclusions and limitations of liability and set out the entire agreement between us in respect of your use of the Site. You are advised to seek legal advice in order to understand what your obligations are to us and ours are to you under these General Terms and Conditions before agreeing to be bound by its terms.
    2. TRAX amends these General Terms and Conditions from time to time. Every time you wish to access or use this Site, you should check these General Terms and Conditions to ensure that you understand the terms which will apply at that time. We will inform you promptly of any significant changes in our Services.
  2. Registration
    1. You may subscribe for and use our subscription services (“Services”) upon our authorisation. Regardless of whether you are an individual or a corporation, authorisation will be granted at our discretion upon registration of a personalised account with us and completion of the relevant Login ID and password. Please refer to Clauses 5.3 to 5.6 for how your Login ID and password should be maintained.

       

      We reserve all rights, at our discretion, to set other eligibility criteria or to deny or revoke an account registration without giving any reason for doing so.

  3. Payment
    1. We may allow you to access or use certain areas of our Site without charge via a trial licence, subject to your compliance at all times with these General Terms and Conditions. We may revoke a trial licence immediately at any time upon notice to you.
    2. Provision of our Services may differ depending on your subscription and the Subscription Fees paid by you to TRAX, further details of the scope of each of these subscription plans are as set out in the My TRAX Subscriptions page at https://platform.trax.global/license which can be accessed once you are logged in. The Subscription Fees cover the subscription to the Services only and do not include any sales, purchases via the Site, including but not limited to the purchase or sale of inventory.
    3. If you subscribe for our plans, you must pay the relevant Subscription Fee applicable to the Service which you have subscribed to. If you do not pay your Subscription Fees in accordance with the agreed payment plan, we shall be entitled to suspend or terminate your access to this Site and/ or our Services as set out in Clauses 9 and 10.
    4. The Subscription Fees are exclusive of all taxes and duties and other similar impositions of any jurisdiction which may be payable by you on the provision of the Services.
  4. Grant of subscription and intellectual property rights
    1. In consideration of you agreeing to comply with these General Terms and Conditions, we grant you a limited, revocable, non-transferable and non-exclusive licence to access and use the Site subject to the restrictions set out in these General Terms and Conditions and any additional restrictions relevant to the type of Service which you have opted for.
    2. Unless it is expressly permitted by your level of subscription to our Services, you shall not:
      • (1) resell or sub-licence the Services or attempt to copy, modify, duplicate, create derivative works from, mirror, republish, transmit, disassemble, reverse engineer or distribute all or any portion of the Site, Optimised Plans, Planning Data or Inventory Data by any means in order to build a product or service which competes with the Site, the Services, Planning Data or Inventory Data or for any other purposes;
      • (2) alter, edit, modify, disclose, transfer, distribute or otherwise make the Site, the Services, Optimised Plans, Planning Data or Inventory Data available, in whole or in part, to any third party; or
      • (3) attempt to obtain, or assist any third party in obtaining, access to the Site, the Services, Optimised Plans, Planning Data or Inventory Data.
    3. Save for otherwise provided in this Clause 4 and unless if the information and materials were publicly available prior to the provision to the other party, each of TRAX and the Subscriber shall own and retain all title, ownership and rights to the Intellectual Property Rights in any materials and information which have been provided by it respectively (“Background IP”). Any Inventory Data provided by a Subscriber shall be treated as that Subscriber’s Background IP (except to the extent that such information is publically available).
    4. TRAX shall own any Intellectual Property Rights created or developed in connection with any use of the Site, including any improvement to or modification of the Background IP, or any newly created Intellectual Property Rights which the Background IP (together, the “Developed IP”). For the avoidance of doubt, the Intellectual Property Rights in the Planning Data or Optimised Plans shall be Developed IP. To the extent that the Intellectual Property Rights in the Developed IP do not vest automatically in TRAX, you agree to assign the ownership of all Intellectual Property Rights of all such Developed IP to TRAX.

      If TRAX distributes, assigns or sells any Planning Data and Optimised Plans to any third parties, TRAX shall procure that any such third parties may only further distribute, assign and sell the Planning Data and Optimised Plans via the Site and provided such Planning Data and Optimised Plans are directly related to their business or if TRAX’s prior written consent has been obtained.

    5. You agree to grant a perpetual and irrevocable licence to TRAX which allows TRAX to display, publish, disclose, use, modify, optimise or improve any Background IP (including Inventory Data or any Background IP incorporated within the Developed IP) provided by you to us (whether via the Site or otherwise) at any time and in any way without notifying you.
    6. TRAX and the parties who are involved a transaction effected via the Site shall hold any relevant Transaction Data in joint ownership. TRAX and the relevant parties must keep the Transaction Data strictly confidential between the parties involved in a transaction effected via the Site and TRAX. TRAX or the parties to such transaction (including you) must not disclose, distribute or sell any Transaction Data to a third party without the prior written consent of TRAX and any other party to the transaction.
    7. Neither party shall have the right to use the other party’s trademarks, service marks or trade names or to otherwise refer to the other party in any marketing, promotional or advertising materials or activities without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), [except that we may list you as a customer of our Services in sales, promotional and advertising materials].
  5. Access and security
    1. You must not use the Site, the Services, Optimised Plans, Planning Data or Inventory Data in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these General Terms and Conditions.
    2. You must not infringe our Intellectual Property Rights in relation to your use of the Services, the Inventory Data, Planning Data, Optimised Plans and Transaction Data.
    3. Your account with us is accessed by using a unique Login ID and a password as specified by you to ensure that your account is safe from unauthorised access by any third parties.
    4. We will automatically log you out of your account if it has not been used for 10 minutes.
    5. You must take all reasonable precautions to keep safe and maintain the secrecy and security of your password. You may not disclose your password to any third party (other than third parties authorised by you to use your account) and are solely responsible for any use of or action taken under your password on the Site. If your password is compromised, you must change your password.
    6. We may act and rely on the correct entry of a Login ID and password as conclusive evidence of your identity to whom the Login ID is assigned. Unless TRAX is notified in writing of any suspicion of your password being compromised, we will not be obliged in any manner to investigate or take any other step to verify your identity, and you shall remain liable for any access and/or use of this Site and the consequences of such use.
    7. TRAX may impose additional security as part of your access to your account, which could include:
      • (A) Implementation of multi-factor authentication (MFA), i.e. 2-Step Verification. MFA implementation provided by TRAX is a software solution (i.e. no physical token) that require user(s) to have access to 1) a smart device & 2) app store account to load the free application Google Authenticator.
      • (B) Implementation of geographical IP restrictions where by user(s) are only able to access the Site at a designated premise, city or country.
  6. Access to Services subject to restrictions
    1. You acknowledge and agree that:
      • (A) you will comply with all applicable laws and regulations in relation to the use of Services offered by us;
      • (B) we do not guarantee that you will have error-free, uninterrupted access to the Services. There may be occasions where the Services are disrupted or delayed from time to time for whatever reason and are not available for access or use;
      • (C) TRAX assumes no responsibility for the content of the Site or third party websites that may be linked to from our Site. TRAX is not liable for any loss or damage that may arise from the User’s access or use of the Site or such links;
      • (D) TRAX accepts no liability whatsoever for the actions of any third parties if you distribute, disclose, sell or licence to any third parties any information including the Optimised Plans, the Inventory Data and the Planning Data displayed on the Site; and
      • (E) other than the subscription plan, we do not guarantee the validity and completion of any sales, purchases or transactions initiated or made via the Site.
  7. Confidentiality
    1. Subject to Clause 7.3 below and unless otherwise permitted by these General Terms and Conditions (in particular Clause 4), you will at any time:
      • (A) hold all Confidential Information in strict trust and confidence;
      • (B) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by these General Terms and Conditions; and
      • (C) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining TRAX’s express prior written consent.
    2. You will protect the Confidential Information from unauthorised use, access or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.
    3. You may use and disclose Confidential Information:
      • (A) to your Personnel who have a need to know for the purposes of these General Terms and Conditions, in which case you shall put in place with your Personnel substantially similar terms and conditions in respect of confidentiality to those set out in these General Terms and Conditions;
      • (B) to your customers for advertising services if you are permitted by your subscription with us in accordance with these General Terms and Conditions, in which case you shall put in place with those customers substantially similar terms and conditions to those set out in these General Terms and Conditions;
      • (C) if you can prove by clear and convincing evidence that you lawfully knew such Confidential Information prior to TRAX’s first disclosure to you; and
      • (D) if it is required by law or a competent regulatory authority to do so.
  8. Limitation of liability and indemnity
    1. To the extent permitted by law, TRAX excludes its liability to its Users and Subscribers for any indirect damages, loss of profits, pure economic loss or data, costs, claims or expenses which an User or Subscriber may seek to claim in connection with the use of the Site or the Services. TRAX expressly excludes any and all liability arising from or in connection with any sales, purchases and transactions made between Subscribers and/ or Users and/ or customers of Subscribers or other third parties, regardless of whether they were effected or facilitated via the Site.
    2. We expressly exclude any and all liability to each of the Users and Subscribers and/or any third party for any loss, damage or claims arising from or in connection with:
      • (A) delays, disruption, technical faults, breakdowns, non-availability or interruptions (including maintenance work), transmission errors, illegal interventions into transmission networks, interception, suspension, loss, mutilation or other failure of Services;
      • (B) a virus or other technologically harmful material that may infect your computer equipment or device that you use to access the Site due to the access or use of the Services or any website linked to it;
      • (C) Force Majeure Events; and
      • (D) IT or communication systems/computers of the User, Subscriber or of any third party.
    3. Subject to Clauses 8.1, 8.2 and 8.4, TRAX’s total aggregate liability for loss, liability, damage, cost and expenses suffered or incurred under these General Terms and Conditions or otherwise in connection with the Services shall be limited to the greater of the Subscription Fee for twelve months at the time when you first subscribe for our Services or USD 1,200.
    4. Nothing in these General Terms and Conditions shall be construed as excluding or limiting TRAX’s liability for fraud or fraudulent misrepresentation, for death or personal injury (howsoever caused), or for any other liability which it is not permitted by applicable law to limit or exclude.
    5. You agree to indemnify us and our Personnel against any and all claims, demands, actions and proceedings, and any and all damages, liabilities, losses (including direct, indirect or consequential losses) and expenses (including legal fees, duties and taxes) which the indemnified Party may incur or suffer arising from or in connection with:
      • (A) any breach of or non-compliance with these General Terms and Conditions by you, your use of the Site and/or the Services; and
      • (B) any representation, warranty or information made or provided by you.
  9. Suspension
    1. TRAX may at any time at its discretion and without giving any notice:
      • (A) suspend your use of the Site or Services; and/or
      • (B) block or suspend the use of any account or otherwise disable or suspend or terminate your access of any User or Subscriber to this Site,
      • for any reason, including reasonable suspicion of fraudulent or unauthorised access or use of the Site and Services, or if there are any legal obligations we are required to meet.
    2. If you have entered an incorrect Login ID and/ or password on three occasions we will suspend your access to your account with us. Access can be restored (subject to refusal at our discretion) via a process of confirming your email, see ‘Forgot your Password?’ at the Site.
  10. Term and termination
    1. These General Terms and Conditions shall apply to you at all times when you access or use our Site, whether you are a User or a Subscriber.
    2. If you wish to de-register any of your authorised users so that they will no longer be able to use their Login ID and password to access the Site, you must do so by de-activating them at your User Management page. If any of your authorised users are no longer with your company or you have reasonable grounds to believe that the security of their account has been compromised, you must notify us and de-activate the account as soon as possible.
    3. TRAX may terminate your access to the Site and/ or your subscription to the Services:
      • (A) at any time for any reason by giving you notice of five calendar days; or
      • (B) with immediate effect by giving you notice if (i) a Force Majeure Event occurs; (ii) an User commits a breach of these General Terms and Conditions; (iii) an User makes improper use of our Services including fraudulently log onto the account registered with us; or (iv) an User becomes a direct competitor of us,

      and if the subscription of Services is terminated before the end of your subscription plan with us, you will not be entitled to any refund or rights not expressly granted under these Terms and Conditions

    4. Notification of termination may be made by us to you via a notification message when you log onto the account of our Site or by e-mail from support@trax.global or in any other way that will be sent to you individually.
    5. Unless otherwise provided in Clause 10.3, on expiry or termination pursuant to this Clause 10:
      • (A) you must immediately pay to us all outstanding Subscription Fees;
      • (B) all rights granted to you under the General Terms and Conditions shall cease, including your right to access the Site and receive the Services;
      • (C) you must immediately cease all activities authorised by the General Terms and Conditions;
      • (D) you must immediately destroy all copies of any Confidential Information in your possession, custody or control and certify to us that you have done so;
      • (E) you remain liable for all outstanding fees and charges incurred from using our Services; and
      • (F) Clauses 4.2, 4.3, 4.4, 4.6, 4.7, 7, 8 and 11 shall survive the termination of these General Terms and Conditions. Termination of these General Terms and Conditions shall not affect either party’s liability for any breach of these General Terms and Conditions such party may have committed before the termination.
  11. Miscellaneous
    1. Governing law. These General Terms and Conditions are governed by and construed in accordance with the law of Singapore and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Singapore to settle any disputes which may arise out of or in connection with these General Terms and Conditions. This Clause 11.1 is for the benefit of TRAX and will not limit any right of TRAX to take proceedings in any other court of competent jurisdiction in relation to these General Terms and Conditions.
    2. No third party rights. Except as otherwise expressly provided in these General Terms and Conditions, no person who is not a party to these General Terms and Conditions shall have any right to enforce any term herein.
    3. Severability. If any part of these General Terms and Conditions is unlawful or unenforceable under any applicable law, it will, to the extent permitted by such law, be severed here from and rendered ineffective where possible without modifying the other provisions of these General Terms and Conditions.
    4. Assignment. Unless otherwise provided in these General Terms and Conditions, your rights and obligations under these General Terms and Conditions may not be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without TRAX’s express prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. Nothing in these General Terms and Conditions shall prevent or limit TRAX’s right to assign, novate, sub-contract or otherwise transfer or confer any benefit or interest derived from or in connection with these General Terms and Conditions in favour of any other person.
    5. No partnership or agency. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    6. Notices. Unless otherwise provided in these General Terms and Conditions, TRAX may give a notice required by these General Terms and Conditions by means of a general notice on the Site or via e-mail to your e-mail address on record with TRAX. Unless otherwise stated in these General Terms and Conditions, such notice shall be deemed to have been given at the earlier of the recipient’s receipt of notice of the sender or upon expiration of 48 hours after posting or mailing. You may give us notice by sending us an e-mail at support@trax.global.
    7. Entire agreement. These General Terms and Conditions are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and mergers all prior or contemporaneous communication and understanding between the parties. Unless otherwise provided under these General Terms and Conditions, no modification or amendment to these General Terms and Conditions can be effective unless in writing and signed by TRAX.
  12. Definitions and interpretation
    1. In these General Terms and Conditions, unless the context otherwise requires, the following words have the following meanings:
      • “Confidential Information” means any information that is confidential and/or proprietary and is either clearly labelled as such or designated as confidential by a party (in writing or verbally) or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) and includes the terms of and information in these General Terms and Conditions. For the avoidance of doubt, the Materials, Planning Data, Inventory Data, Transaction Data and Optimised Plans are the Confidential Information of TRAX.
      • “Force Majeure Event” in relation to either party means an event or circumstance which is beyond the reasonable control of that party which includes, but is not limited to:
        • (A) an act of God or any fire, flood, earthquake or other similar event; or
        • (B) a civil commotion or disorder, riot, invasion, war, epidemic or civil unrest,
          except to the extent that such event or circumstance is caused by:

          • (1) a lack of funds or lack of manpower for any reason;
          • (2) a party’s own default, misconduct or negligence (or that of its authorised person); or
          • (3) events or circumstances that could have been prevented, overcome or mitigated by that party as a result of exercising reasonable care.
      • “Intellectual Property” means patents, trademarks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and circuit topography rights, know-how, secret formulae and processes, other proprietary knowledge and information, rights protecting goodwill and reputation, database rights and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition (and “Intellectual Property Rights” shall be construed accordingly).
      • “Inventory Data” means the raw data inputted onto the Site by a Subscriber or its authorised users (if any) which includes but is not limited to the price and availability of the Subscriber’s advertising space.
      • “Personnel” means an entity’s employees, officers, agents, consultants, contractors and sub-contractors.
      • “Planning Data” means the optimized data derived from Inventory Data and may contain other data such as mobile, traffic and audience data as provided by TRAX, a Subscriber or its authorised users (if any) when using the Site.
      • “Optimised Plan” means any report generated by TRAX, a Subscriber or its authorised users (if any) which contains Inventory Data and/or Planning Data.
      • “Service” means the services provided by TRAX to you, the scope of which depends on the level of your subscription and the details of which are set out in the My TRAX Subscription page which can be accessed at https://platform.trax.global/license.
      • “Subscriber” means any individual or corporation who subscribes for our subscription plans in accordance with these General Terms and Conditions and shall include a Vendor, Media Agency or Advertiser. Where applicable, it also includes any of the Subscriber’s authorised users who are authorised by the Subscriber to use the Site using a Login ID and password.
      • “Subscription Fees” means the non-cancellable and non-refundable fees for the Services as set out in Clause 3.
      • “Site” means www.trax.global.
      • “Transaction Data” means all information in relation to a transaction effected through the use of the Site including but not limited to any offering and selling price, discounts and promotional rates.
      • “User” means any end user who visits the Site without using a Login ID and password.
    2. Headings used in these General Terms and Conditions are for ease of reference only and shall not be deemed to be a part of these General Terms and Conditions or to be taken into consideration in the interpretation or construction hereof. Where the context so requires, words importing the singular shall include the plural and vice versa.  Any words following the terms “including”, “include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.  Unless the context requires otherwise, “Clause” means a clause of these General Terms and Conditions.

 

 

TRAX Platform PTE LTD

80 Robinson Road #02-00

Singapore 068898

Singapore Registered Company – 201005164Z