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TERMS AND CONDITIONS OF USE OF SYNCWEALTH/SYNCBIZ

Through its website and smartphone applications, Synchestra Pte Ltd (“Synchestra”) provides and operates a platform (all or any, “SyncWealth”, “SyncBiz” as may be upgraded, modified, refreshed, suspended or discontinued by Synchestra from time to time) through which persons (“SyncWealth Users”) may offer or accept and communicate with Synchestra or with each other for the use by of certain services (“SyncWealth Services”).

Where/As Synchestra itself does not provide any SyncWealth/SyncBiz Services, Synchestra and its respective employees, agents and contractors involved in the provision and operation of the SyncWealth/SyncBiz Platform will not be responsible or liable in any way its actions or omissions (except where expressly provided otherwise) or in any case, for the actions or omissions of SyncWealth/SyncBiz Users.

Synchestra shall have the right to update, modify, refresh, suspend or terminate access to or use of the SyncWealth/SyncBiz Platform and these terms and conditions at any time and from time to time and for any reason, with or without notice to SyncWealth/SyncBiz Users.

Applicant and Application

1 Any person (“Applicant”) may make an application (“Application”) to Synchestra for access to or use of SyncWealth/SyncBiz and their Services. If the Applicant is a body corporate, the Applicant must be an active and duly registered legal entity incorporated under the laws of Singapore. If the Applicant is a natural person, the Applicant must:

(1) be not less than 18 years old and must have the legal capacity to enter into contracts under Singapore law; and

(2) provide Synchestra with a copy of the Applicant’s identification document showing its identity and current residential address and must inform Synchestra of its current mobile phone number and email address.

In any case, the Applicant shall –

(a) provide and ensure that all information given by it to Synchestra in any form are at all times true, complete, accurate and current, and that the Applicant has not and shall not withhold any material information from Synchestra; and

(b) give to Synchestra all other information which may affect Synchestra’s decision on whether or not to permit the Applicant to have access to and use of the SyncWealth/SyncBiz Platform or any SyncWealth/SyncBiz Platform Services or the terms and conditions of doing so.

Only one Application per Applicant

2 No Applicant may make more than one Application, whether or not by using its own or a different name or other information. The Application shall not be transferred to or shared in any way by the Applicant with any other person without Synchestra’s prior approval.

Not a Contract yet and no refund

3 The mere receipt by Synchestra of the Application and/or any payment from the Applicant do not constitute a contract between Synchestra and the Applicant. Regardless of whether or not any contract is made between the Applicant and Synchestra, any sum paid by the Applicant at the time of the Application will not be refundable without Synchestra’s prior agreement.

SyncWealth Platform Users and Contract

4 Upon Synchestra’s approval, (if any) of a SyncWealth/SyncBiz User’s Application, Synchestra and the SyncWealth/SyncBiz User will be taken to have entered into a legally binding agreement with each other (“the Contract”), in accordance with the Application and upon these terms and conditions. A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act (Chap 53B) to enforce any provision of the Act.

Third parties

5 The Applicant and the SyncWealth/SyncBiz Service User acknowledges and agrees that Synchestra may at its discretion, link SyncWealth/SyncBiz or any SyncWealth/SyncBiz Service on the SyncWealth/SyncBiz Platform to any other website or application of any third party (which may include any affiliate of Synchestra) upon the terms and conditions imposed by the third-party (which may not be within Synchestra’s control). If Synchestra permits third parties to advertise, market, promote or provide their services, goods or services through the SyncWealth/SyncBiz Platform or the SyncWealth/SyncBiz Platform Services but the SyncWealth/SyncBiz User does not wish to receive or participate in such advertising, marketing or promotion, and in such event:

(1) the SyncWealth/SyncBiz User shall notify Synchestra immediately or within the time (if any) specified by Synchestra, whichever shall be sooner; and

(2) Synchestra may require the SyncWealth/SyncBiz User to pay a charge (if any) specified in by Synchestra or may terminate the Contract.

If there is any contradiction or inconsistency between the terms and conditions of use or provision of such third-party website, goods, services or facilities, these terms and conditions shall prevail unless and to the extent Synchestra decides otherwise. Without prejudice to the generality of the foregoing, the Applicant and the SyncWealth/SyncBiz Service User acknowledges and agrees that its use (if any) of any sharing function on SyncWealth/SyncBiz to share content to Facebook, Google, LinkedIn or other persons or services will be subject to the service provider’s terms of service.

Functionality and basis

6 The SyncWealth/SyncBiz User may have access and use of the SyncWealth/SyncBiz Services for the sole purpose of communicating with other SyncWealth/SyncBiz Users. Synchestra provides the SyncWealth/SyncBiz (and the SyncWealth/SyncBiz Services, where Synchestra itself provides such services) “as is” and “as available” and in any case, Synchestra does not warrant:

(1) the completeness, accuracy, availability, propriety, safety, security, reliability, quality, merchantability, fitness for particular purpose, timeliness or non-infringement of SyncWealth/SyncBiz or any SyncWealth/SyncBiz Services, and each SyncWealth/SyncBiz User shall have access to and use of SyncWealth/SyncBiz and SyncWealth/SyncBiz Services at its own risk;

(2) the suitability, legal capacity, fitness, character or capability of any SyncWealth/SyncBiz User or any SyncWealth/SyncBiz Services; or

(3) that access to the SyncWealth/SyncBiz or any SyncWealth/SyncBiz Services will be uninterrupted or free from errors and no warranty is given that information transmitted through SyncWealth/SyncBiz are complete, accurate, truthful and free from any virus or other malicious, destructive or corrupting code, program or macro.

Charges and other sums payable

7 The SyncWealth/SyncBiz User shall pay all applicable charges and other sums imposed by Synchestra in respect of SyncWealth/SyncBiz and the SyncWealth/SyncBiz Services, at the rate and at the time specified by Synchestra, as may be revised by Synchestra from time to time.

Security

8 The SyncWealth/SyncBiz User shall when and for such sum and in such form as may be required by Synchestra, provide to Synchestra such security for the SyncWealth/SyncBiz User’s performance of its obligations under the Contract, which security may not be set-off against any sums owing to Synchestra.

Conduct of SyncWealth User

9 The SyncWealth/SyncBiz User shall comply at all times with and shall not at any time contravene any law. The SyncWealth/SyncBiz User shall at all times:

(1) comply with all requests of Synchestra; and

(2) conduct itself in such a manner as shall not be fraudulent and as may not cause loss, damage, danger, distress, offence, annoyance or inconvenience to Synchestra or any other person or as may subject Synchestra or it to prosecution or action by any authority.

Liability, indemnity and Insurance

10 Synchestra shall not be liable for:

(1) any loss, damage or destruction of any property or any injury or death of or infringement of any intellectual property or other rights suffered or incurred by any SyncWealth/SyncBiz User (including those due to virus, malfunction, interruption, unavailability, maintenance, suspension and downtime); or

(2) any demands, claims or proceedings, expenses and costs (including any investigative and legal costs) against any SyncWealth/SyncBiz User

arising from or related to the Contract or access to or use of or purported access to or use of the SyncWealth/SyncBiz or performance or purported performance of any SyncWealth/SyncBiz Services.  Without prejudice to the generality of the foregoing, in no event shall Synchestra be liable for any claim for emotional distress or loss of data or for any indirect, incidental, special, consequential, punitive, economic, future, exemplary or damages or loss.

In any event, such liability (if any) of Synchestra to any SyncWealth/SyncBiz User shall not exceed the sum (if any) paid by the SyncWealth/SyncBiz User to Synchestra under Condition 7 above for the use of SyncWealth/SyncBiz (or the SyncWealth/SyncBiz Services where Synchestra itself provides such services).

The SyncWealth/SyncBiz User shall indemnify Synchestra and its officers, employees, agents and contractors against all actions, claims, demands, losses, damages and costs and expenses (including any investigative and legal costs on a full indemnity basis) which they may suffer or incur or for which they shall or may become liable to any person arising from the action or omission of the SyncWealth/SyncBiz User or its affiliate, officer, employee, agent or contractor in relation to the Contract or access to or use of or purported access to or use of SyncWealth/SyncBiz or performance or purported performance of any SyncWealth/SyncBiz Services.

Termination

11 Synchestra may terminate the Contract by notice to the SyncWealth/SyncBiz User or immediately if Synchestra considers that the SyncWealth/SyncBiz User has breached or may breach any of these terms and conditions or any applicable law, without prejudice to Synchestra’s rights and remedies in relation to any antecedent breach of the SyncWealth/SyncBiz User.

Confidentiality

12 The Applicant and the SyncWealth/SyncBiz User may not, without the prior approval of Synchestra, disclose to any third party nor use for the benefit of any third party, any information provided by Synchestra (including the SyncWealth/SyncBiz User’s account password or other means of identification) or relating to Synchestra, the SyncWealth/SyncBiz, the SyncWealth/SyncBiz Services, any other SyncWealth/SyncBiz User or the Contract, which is not in the public domain or for any purpose other than the Application or the Contract or the use of the SyncWealth/SyncBiz Services. Without prejudice to the generality of the foregoing, the SyncWealth/SyncBiz User may not:

(1) request or obtain any contact information or personal information of any other SyncWealth/SyncBiz User without the prior approval of Synchestra; or
(2) take photographs or other recordings of any other SyncWealth/SyncBiz User or Synchestra or of their premises or other property or the relevant SyncWealth/SyncBiz or SyncWealth/SyncBiz User Service, without the prior approval of such other SyncWealth/SyncBiz User or Synchestra.

The obligations under this Condition will survive the rejection (if any) of the Application and the expiry or termination of the Contract.

Personal Data

13 The Applicant and the SyncWealth/SyncBiz User:

(1) shall at all times provide Synchestra with up to date data (“Personal Data”) about itself and its officers and employees and the devices and related software, hardware and peripherals they may use, that Synchestra may require or wish to use to identify, contact or locate any of them, including their name, identification number, nationality, address, telephone number, payment details, race, gender, date of birth, contact information, as well as sensitive personal data such as data relating to health, religious or other similar beliefs;

(2) agree and consent to Synchestra collecting, processing and using the Personal Data; and

(3) where the Applicant or the SyncWealth/SyncBiz User, as the case may be, is making any claim on behalf of another person, warrants and represents and shall ensure that the Applicant or the SyncWealth/SyncBiz User is authorized to disclose information (including personal health information) about them

for Synchestra’s own purposes, including the following purposes:

(a) to process Applications;

(b) to perform Synchestra’s obligations under the Contract;

(c) to manage and administer the Contract;

(d) to develop, provide and enhance the SyncWealth/SyncBiz Services; and

(e) to notify, invite and/or consider the participation of the Application or the SyncWealth/SyncBiz User in any events, promotions, activities, focus groups, research studies, contests, promotions, polls, surveys or any productions and to communicate with SyncWealth/SyncBiz Users.

The Applicant or the SyncWealth/SyncBiz User shall notify Synchestra by reasonable notice in advance if the Applicant or the SyncWealth/SyncBiz User does not consent to Synchestra using their Personal Data for the aforesaid purposes.

Intellectual property

14 The Contract is not intended and shall not be taken as granting or transferring to the Applicant or the SyncWealth/SyncBiz User, any intellectual property right of Synchestra or of its affiliates or their respective officers, employees, agents or contractors. Synchestra owns all right, title and interest, including all related intellectual property rights, in and to the SyncWealth/SyncBiz (and the SyncWealth/SyncBiz Services where they are provided by Synchestra) and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the SyncWealth/SyncBiz User or any other person relating to the SyncWealth/SyncBiz Services. For the avoidance of doubt, the SyncWealth/SyncBiz Services include their respective components, processes and design in their entirety.

The Applicant and the SyncWealth/SyncBiz User shall not:

(1) license, sublicense, sell, resell, transfer, assign, distribute or otherwise reproduce, use, exploit or make all or any part of the SyncWealth/SyncBiz Services (including Synchestra’s trademarks or other intellectual property) in any way;

(2) modify or make derivative works based on the Application, the Contract or to or for any other person or create internet “links” to the SyncWealth/SyncBiz Services or “frame” or “mirror” the SyncWealth/SyncBiz Services on any other server or wireless or internet-based device;

(3) reverse engineer or access the SyncWealth/SyncBiz Services in order to –

(a) build or assist to build a similar or competitive product or service;

(b) build or assist to build a product using similar ideas, features, functions or graphics of the SyncWealth/SyncBiz Services; or

(c) copy or enable the copying of any ideas, features, functions or graphics of the SyncWealth/SyncBiz Services;

(4) launch any automated program or script, including web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the SyncWealth/SyncBiz Services;

(5) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the SyncWealth/SyncBiz Services or its contents;

(6) post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights;

(7) remove any copyright, trademark or other proprietary rights notices contained in the SyncWealth/SyncBiz Services; or

(8) use the SyncWealth/SyncBiz Services to –

(a) send spam or otherwise duplicative or unsolicited messages;

(b) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children or in violation of third party privacy rights;

(c) send material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

(d) interfere with or disrupt the integrity or performance of the SyncWealth/SyncBiz Services;

(e) attempt to gain unauthorized access to the SyncWealth/SyncBiz Services or its related systems or networks; or

(f) impersonate any person or entity or otherwise misrepresent their affiliation with a person or entity and shall abstain from any conduct that could possibly damage Synchestra’s reputation or operations.

SyncWealth User’s Materials

15 The SyncWealth/SyncBiz User shall ensure that at all times it owns all intellectual property and other rights to use, disclose, reproduce and publish all content and other materials (including photographs, videos and music) posted or otherwise it makes available to Synchestra or other potential or actual SyncWealth/SyncBiz Users (“the SyncWealth/SyncBiz User’s Materials”).
The SyncWealth/SyncBiz User hereby:
(1) grants to Synchestra and other SyncWealth/SyncBiz Users full right, permission and liberty to use the SyncWealth/SyncBiz User’s Materials for the entire duration of the Contract without royalty or other charge and without imposing other terms and conditions;
(2) acknowledges that the SyncWealth/SyncBiz User’s Materials will be made available to Synchestra and other SyncWealth/SyncBiz Users for the purposes of the SyncWealth/SyncBiz Services, and Synchestra may not be able to monitor or limit or otherwise control their use of the Platform User’s Materials; and
(3) releases Synchestra from any liability for the use of the SyncWealth/SyncBiz User’s Materials by Synchestra and other SyncWealth/SyncBiz Users.

SyncWealth User’s employees, agents, contractors, and third parties

16 If any officer, employee or its agent, contractor or any other third party authorized, permitted or suffered by the SyncWealth/SyncBiz User (whether intentionally or otherwise) to have access to or use the SyncWealth/SyncBiz, gains access to or uses the SyncWealth/SyncBiz, the SyncWealth/SyncBiz User shall at all times:

(1) procure and ensure that that they comply with the SyncWealth/SyncBiz User’s responsibilities and obligations under the Contract; and

(2) be liable for the acts and omissions of such employee, agent, contractor or other third parties.

No assignment, transfer or sharing

17 The Applicant or the SyncWealth/SyncBiz User may not assign, transfer or share its rights and obligations under the Application or the Contract without the prior approval of Synchestra.

Invalidity or unenforceability

18 If any of these terms and conditions is found to be invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining terms and conditions.

Waiver

19 Synchestra’s delay or failure to enforce any of these terms and conditions shall not constitute a waiver of such term or condition.

Notices

20 Any notice, approval, agreement, consent or other communication to be given by either Party to the other Party in connection with the Contract shall be sufficiently given or served if delivered or sent by pre-paid registered post or courier or electronic mail:

(1) in the case of Synchestra – to its current principal or registered office; or

(2) in the case of the Applicant or the SyncWealth/SyncBiz User – to its latest address earlier notified by the Applicant or the SyncWealth/SyncBiz User to Synchestra.

Any such communication given or sent shall be deemed to have been received:

(a) if sent by pre-paid registered post, two (2) working days after the time of posting;

(b) if sent by courier, at the time of delivery; or

(c) if sent by electronic mail, when the sender receives an automated message confirming delivery.

Law and jurisdiction

21 The Contract and all matters related to or arising from it will be interpreted and governed by Singapore law and subject to the exclusive jurisdiction of the courts of Singapore.

Disputes

22 Synchestra shall not be a party to or otherwise involved in any dispute between any two or more SyncWealth/SyncBiz Users, which dispute should be resolved between themselves as amicably as possible.

The SyncWealth/SyncBiz User shall immediately notify Synchestra of any dispute which it may have with any other SyncWealth/SyncBiz User and provide Synchestra with all information, evidence, assistance and co-operation which may be required by Synchestra in relation to such dispute.

Synchestra and the SyncWealth/SyncBiz User shall endeavour to resolve any dispute between them arising out of or in connection with the Contract and/or any related agreements through friendly consultation. If no mutually satisfactory resolution can be reached within reasonable time, Synchestra may choose to refer the dispute on an exclusive basis for mediation in the Singapore Mediation Centre or for final resolution by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference into this provision.


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