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RIMM END USER LICENCE AGREEMENT

1. Your Agreement

1.1. RIMM SUSTAINABILITY PTE. LTD. (Company Registration No. 201731339Z), a company incorporated in Singapore with its registered address at 4 SHENTON WAY, #15-04 SGX CENTRE II, SINGAPORE 068807 (“Rimm” or “we”), has developed and operates a platform available at https://platform.rimm.io or any other website notified to you by Rimm from time to time (“Platform”) which makes available a Software as a Service solution which allows users to, inter alia, gain insight, learn, measure, manage and report information relating to the sustainability of their business through assessments, reports, e-learning courses and other solutions (“Services”).

1.2. This End User Licence Agreement (this “EULA” or these “Terms”) forms a contract between you and us and governs your access to and use of the Platform. The Platform includes the Services provided to you via the Platform. 

1.3. Please read these Terms carefully and in their entirety. By registering for, creating or being assigned an Account (as defined below) and using, visiting, accessing or logging into the Platform, you acknowledge that you have read, understood, accept and agree to be bound by these Terms and the policies referenced herein and/or available by hyperlink. These Terms are effective upon the date that you register for, create or are assigned an Account and use, visit, access or log in to the Platform.

1.4. For the avoidance of doubt, these Terms, which govern the use of and access to the Platform, apply to any User (as defined below) of the Platform, whether they are a paying or non-paying User.

1.5. To the maximum extent permitted by Applicable Law (as defined below), we reserve the right to unilaterally make amendments to these Terms from time to time at our sole discretion and without prior notice to you. You should check back on the Platform often to confirm that your copy and understanding of these Terms is current and correct. We may notify you of any amendments from time to time but we are not obliged to do so. Any lack of notification shall not affect any of our rights under this Clause 1.5 or under any other provision of this EULA. 

1.6. Your non-termination or continued use of our Platform and Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms, as modified by such amendments, changes, or updates. Your only recourse in the case of your unwillingness to be bound by these Terms is to stop using our Platform and Services.

2. Definitions and Interpretation

2.1. Definitions

In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:

“Account” means an account that a User opens with Rimm for the usage of and access to the Platform;

“Applicable Law” means, with respect to any person, any and all applicable constitutions, treaties, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction, whether in Singapore or elsewhere, as amended or modified from time to time, and to which such person is subject;

“Confidential Information” means all data and information in whatever form, including information in an electronic form, tangible or intangible, that is not generally known to be public, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure that relates to the business, organization, operations, technology, activities, practices, processes, design, production, marketing, sales, pricing, services, management and administration of a party (including Personal Data, Intellectual Property Rights, business plans, financial reports, quotations, price lists, customer lists and other customer information, and marketing plans);

“Content” includes without limitation, information, data, text, messages, writings, articles, responses, business profiles, photographs, videos, audio clips, software, scripts, graphics and interactive features generated, or other materials created, provided or otherwise made accessible, excluding any Personal Data;

“Feedback” has the meaning ascribed to it in Clause 6.10;

“GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) (including any legally binding regulations, direction, and orders issued from time to time under or in connection with the Regulation) as applied and amended from time to time;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, all other rights in the nature of copyright, trademarks, trade names and domain names, trade secrets, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Organisation” has the meaning ascribed to it in Clause 3.1;

“PDPA” means the Personal Data Protection Act 2012 of Singapore, as amended from time to time, and includes all subsidiary legislation and guidelines issued or released by the Personal Data Protection Commission (PDPC) of Singapore;

“Permitted Uses” has the meaning ascribed to it in Clause 6.5;

“Personal Data” means any data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which we have or are likely to have access, including data in our records as may be updated from time to time. Examples of Personal Data include an individual’s name, NRIC, passport or other identification number, telephone number(s), residential address, email address and any other information relating to an individual;

“Platform” has the meaning ascribed to it in Clause 1.1;

“Privacy Policy” means our privacy policy available at https://rimm.io/privacy-policy/;

“SaaS Agreement” has the meaning ascribed to it in Clause 3.1;

“Services” has the meaning ascribed to it in Clause 1.1;

“SIAC” has the meaning ascribed to it in Clause 13.2;

“Term” means the duration of this EULA entered into between us and a User;

“Third Party Service Provider(s)” means any third party service provider which provides services which are necessary in order for us to operate the Platform and/or provide the Services and any third party service provider which we engage in relation to the storage and/or processing of Content and Personal Data;

“Third Party Services” has the meaning ascribed to it in Clause 8.1;

“User” means any natural person who has registered for, created, or been assigned an Account and who use, visit, access or log in to the Platform, whether they are a paying or non-paying user; and

“Your Content” means the Content that you choose to provide to us through any form including but not limited to web forms within the Platform, emails to us and your conversations with any of our employees and/or agents, and any Content submitted to Third Party Service Providers that may be transmitted through us.

2.2. Interpretation

2.2.1. Clause headings shall not affect the interpretation of this EULA.

2.2.2. References to Clauses are to the clauses of this EULA. 

2.2.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.2.4. A reference to writing or written includes fax and email.

2.2.5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders and a reference to a person includes a natural person, a corporation, or an unincorporated body (whether or not having a separate legal personality).

2.2.6. The expression “affiliate” means with respect to any person, any other person directly or indirectly Controlling, Controlled by, or under common Control with, such person. The expression “Control” (including its correlative meanings, “Controlling”, “Controlled by” and “under common Control with”) shall mean the power of a person to directly or indirectly secure (whether by the holding of shares, possession of voting rights or by virtue of any other power conferred by the articles of association, constitution, partnership deed or other documents regulating another person or otherwise) that the affairs of such other person are conducted in accordance with its wishes.

2.2.7. References to “day”, “month” or “year” is a reference to a day, month or year respectively in the Gregorian calendar.

2.2.8. References to a time is a reference to Singapore time. 

2.2.9. The expression “person” means any individual, corporation, partnership, association, limited liability company, trust (including a business trust and a real estate investment trust), governmental or quasi-governmental authority or body or other entity or organisation (whether incorporated, having separate legal personality, or otherwise).

2.2.10. Where the words “include(s)” or “including” are used in these Terms, they are deemed to have the words “without limitation” following them, and “otherwise” shall not be construed as limited by words with which it is associated.

3. Usage of the Platform

3.1. Every User who is employed by an organisation that has entered into a Software as a Service agreement (“SaaS Agreement”) with us for the provision of the Services (“Organisation”) will enter into this EULA in their capacity as an agent of such Organisation.

3.2. By registering for, creating or being assigned an Account and using, visiting, accessing or logging into the Platform and/or Services in any way, you are entering into a legally binding agreement with us. By doing any of the above, you also acknowledge and agree that you have accepted our Privacy Policy, and any other policies and terms that may be displayed to you at the time you access or use the Platform or Services. 

3.3. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to use and access our Platform during the Term. Any other use of our Platform is expressly prohibited. We reserve the right to change, enhance, suspend or end any features or Services provided on the Platform in accordance with any terms and conditions relating to the use of the Platform. 

3.4. We are not obliged to maintain, keep or provide a copy of any Content (even if provided by you), save as required under the relevant law and as provided for in our Privacy Policy. If you wish to be provided a copy of Your Content, and we are agreeable to providing such a copy, we will do so upon receiving consent from your Organisation. You also acknowledge and agree that we will not provide you with a copy of any Content other than Your Content that can no longer be found on the Platform at the time of your request.

4. Registration and Account

4.1. You confirm that you (i) are more than 18 years old or otherwise have full legal capacity to enter into a legally binding agreement, (ii) will only register an Account with us in your real name, (iii) have not been restricted by us to use any of the Platform or Services and (iv) are otherwise fully able and competent to accept, abide and comply with these Terms.

4.2. You must first set up an Account with us to use our Platform and Services. We reserve the right to otherwise restrict access to the Platform at our sole discretion.

4.3. When registering to gain access to and use of our Platform and Services, you agree to provide us with true, accurate, current and complete information and details and any other information that we may reasonably require you to provide. We reserve the right to immediately suspend or terminate without notice to you any Account if we discover that any information provided or submitted to us is untrue, inaccurate or incomplete.

4.4. Your registration constitutes your consent to us using your Personal Data which you have provided to us in such registration, for the purposes set out in our Privacy Policy and for all uses ancillary thereto for which your consent may reasonably be implied.

4.5. Save that we will comply with all Applicable Law relating to data privacy (including as applicable the PDPA and/or GDPR), nothing in these Terms shall be deemed to impute an obligation of confidentiality on us with respect to your registration information. If required by law (including a court order and a government or regulatory demand or requirement having the force of law), we will disclose such information, including but not limited to your registration information, as so ordered.

4.6. Each User is solely responsible for the management of his/her Account and password. Each User is solely responsible for restricting access to his/her computer(s) and maintaining the confidentiality and security of his/her Account, login details, password, and all activities that occur under his/her Account. You must notify us in writing immediately if you become aware of any actual or suspected unauthorized use of your Account or password. You acknowledge and agree that your Account will only be used by you and will not be shared with or transferred to others.

4.7. You are solely responsible for any activity on the Platform via your Account arising out of any failure to keep your password confidential and you may be held liable for any losses arising out of such a failure. We cannot and will not be liable for any loss or damage arising therefrom. 

4.8. For security purposes, including the investigation of whether any User is using the Platform for fraud or other suspicious or unlawful activity, we have the right and sole discretion to immediately:

4.8.1. suspend your access to your Account;

4.8.2 terminate your Account; 

4.8.3. restrict your access to the entire Platform or parts thereof;

4.8.4. suspend the provision of our Services to you; 

4.8.5. report your activity to the relevant law enforcement authorities and provide evidence in support for such authorities to conduct their investigations; and/or

4.8.6. take any action which we deem appropriate in the circumstances.

5. Users’ Obligations

5.1. You represent and warrant that: 

5.1.1. you have the legal right and power to enter into and perform your obligations set out in this EULA;

5.1.2 by entering into this EULA and performing your obligations under this EULA, you are not in breach of any contractual obligations you may have or duties (including but not limited to fiduciary) owed to any third party;

5.1.3. you will comply with and will not breach any and all rules, regulations and Applicable Laws applying to your obligations under this EULA (including any anti-corruption, bribery or money laundering laws and regulations, and any data protections laws and regulations); 

5.1.4. you are legally employed by your Organisation; 

5.1.5. you are solely responsible for all Content that you may submit or otherwise transmit via the Platform and you agree to defend, indemnify and hold harmless and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including reasonable legal fees on a full indemnity basis) incurred or suffered by us arising out of or in relation to any Content you submit, post to or transmit through the Platform or any use or reliance on any report or deliverable we generate in relation to Your Content;

5.1.6. Your Content will not infringe any third party rights (including Intellectual Property Rights); 

5.1.7. Your Content does not contain any Confidential Information and any use by us will not lead to a breach of confidence on our part, subject to the relevant data privacy laws within your jurisdiction (including as applicable the PDPA and/or GDPR);

5.1.8 Your Content will not contain any material which is unauthorised, inaccurate, harmful, abusive, obscene, libellous, defamatory, threatening or otherwise illegal; 

5.1.9. you will not publish, distribute, send or upload any inappropriate, obscene, sexually explicit, racist, sexist, defamatory, discriminatory, harassing, violent or offensive Content, whether illegal or not; and

5.1.10. Your Content will not contain any viruses, malware or harmful or malicious code which could damage or adversely affect the performance of the Services, Platform or any device accessing such Content.

5.2. You irrevocably undertake to defend, indemnify and hold harmless us and our affiliates, officers, agents, partners, and employees against any and all losses, damages, costs, liabilities and expenses (including, without limitation, reasonable legal fees on a full indemnity basis and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of or in connection with any breach by you of any of the warranties, covenants, undertakings and agreements contained in these Terms and/or any alleged negligence or wilful misconduct. 

5.3. You agree not to: 

5.3.1. use the Platform or Services other than as authorised and in accordance with these Terms;

5.3.2. copy our Content or use the Services for any other purpose save for the specific purpose of using the Platform and/or obtaining the Services provided by us;

5.3.3. copy or use our Content in connection with a service deemed competitive by us; 

5.3.4. without prejudice to the generality of any of the foregoing, copy, modify, adapt, translate, rent, lease or create derivative works of our Content and/or Services or any part thereof, or the underlying software or application that is part of the Services; 

5.3.5. send spam or other unwelcomed communications to others, or act in an unlawful, defamatory, libellous, abusive, discriminatory or otherwise objectionable manner as determined by us, through the use of our Services;

5.3.6. both during and after the Term, malign, harm, disparage, defame or damage the reputation or good name of the Platform, us, or our employees, products, business or affiliates;

5.3.7. use any device, software or routine, or use the Services in any way that interferes with any application, function or use of the Services, that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication, including but not limited to our security mechanisms of the Platform; 

5.3.8. sell, sublicense, time-share, or otherwise share the Services with any third party; 

5.3.9. reformat, frame or mirror the Services;

5.3.10. decompile, disassemble, reverse-engineer or otherwise reduce the underlying software or application that is part of the Services into any human-perceivable form or otherwise attempt to derive its source code; 

5.3.11. disclose information that you do not have the right to disclose (for example, your customer’s Confidential Information);

5.3.12. use the Services either directly or indirectly to support any activity that is illegal, fraudulent, abusive and/or amoral including but not limited to violating our Intellectual Property Rights or that of others; 

5.3.13. use the Services in such a way or attempt to commercially exploit any part of the Services without our permission, including without limitation modify any of the Content in any way, or copy, reproduce, publicly display, distribute or otherwise use or communicate the Content for any public or commercial purpose without our permission;

5.3.14. access and/or use the Services for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; and/or 

5.3.15. authorize any third parties to do any of the above.

6. Intellectual Property Rights and Confidential Information

6.1. We own all Intellectual Property Rights, except those pertaining to Your Content. These Terms do not convey any proprietary interest in or to our Intellectual Property Rights. You can only use our Intellectual Property Rights for the specific purpose of using the Platform and/or obtaining the Services provided by us.

6.2. You must ensure that all Content provided is timely, true, complete, current and accurate and complies with the relevant laws and/or regulations of the relevant jurisdictions. 

6.3. You irrevocably undertake to defend, indemnify and hold harmless Rimm and our affiliates, officers, agents, partners, and employees against any and all losses, damages, costs, liabilities and expenses (including, without limitation, reasonable legal fees on a full indemnity basis and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of or in connection with Your Content you provide or submit to or transmit through the Services, or your violation of any rights of another as a result of the provision, submission of transmission of Your Content through the Services. 

6.4. You are solely responsible for and assume all risks for any Content posted or supplied by you to the Platform and you acknowledge and agree that we have no control over the Content and its veracity. Save for Personal Data required from you for the purposes of the registration of your Account, you must ensure that all Content provided by you does not contain any information that personally identifies third parties without their consent and complies with the relevant data privacy laws of the relevant jurisdictions (including as applicable the PDPA and/or GDPR). Any User may be liable for fees or expenses incurred by us for scrubbing such information of third parties, cost as incurred. 

6.5. When you provide, submit or transmit Your Content to us for the purpose of it being used on the Platform or via the Services, including messages and sharing of information with other third parties (including Third Party Service Providers and your Organisation) through the Services, you grant us an irrevocable, fully paid-up, perpetual, worldwide, non-exclusive, royalty-free licence to use, process, copy, reproduce, adapt, modify, publish, transmit, display, distribute, create, collect, analyse and use Your Content for the Permitted Uses. “Permitted Uses” shall refer to use:

6.5.1. for the provision of any Services;

6.5.2. to improve and enhance the Services;

6.5.3. for development, diagnostic, analytical or remedial purposes; 

6.5.4. to license Your Content to Third Party Service Providers to facilitate the provision of ancillary services to you;

6.5.5. for the processing, aggregating, disclosing, reproduction, publishing and exploitation of Your Content solely in aggregate or unidentifiable form for commercial use; and/or

6.5.6. to use your Organisation’s corporate name and/or logo in customer lists and related promotional materials describing your Organisation as our customer and/or for the purpose of acknowledging your Organisation as a source of aggregated data or data in unidentifiable forms. 

6.6. All Content transmitted through the Services is the sole responsibility of the person from whom such Content originated. We do not verify the veracity of, nor do we validate or endorse any Content posted or supplied by you or any third party. We assume no responsibility for the content of websites linked on the Platform. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from or in connection with your use of them.

6.7. You acknowledge and agree that you are solely responsible for evaluating all risks associated with the access, use, accuracy, usefulness, completeness, appropriateness or legality of any Content conveyed through the Services.

6.8. If you dispute any Content or feel that any Content is false, intentionally misleading, defamatory or offensive, you may communicate directly with us for the purposes of verifying the Content or taking down the Content from the Platform. We can be contacted at support@rimm.io. 

6.9. We reserve the right to, but do not have any obligation to, remove any Content from the Platform at any time, and for any reason, without notice.

6.10. You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including without limitation about how to improve the Platform (collectively, “Feedback”). By submitting any Feedback, you acknowledge and agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis or otherwise). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide licence under all rights necessary for us to incorporate and use your Feedback for any purpose.

6.11. You acknowledge and agree that as a result of using the Services, you may from time to time, gain access to Confidential Information. You agree to hold any and all Confidential Information you obtain as a result of using the Services in confidence and, unless required by law, not to make the Confidential Information available to any third party or to use or exploit the Confidential Information for any purpose other than in accordance with these Terms, except:

6.11.1. to the extent such Confidential Information is or becomes generally available to the public other than through a breach of this EULA;

6.11.2. which was lawfully in your possession prior to its receipt from us and which had not previously been obtained from us or another person known by you to be under an obligation of confidence to us; or

6.11.3. which subsequently comes into your possession from a third party who does not owe us an obligation of confidence in relation to it.

6.12. You shall further be entitled to disclose Confidential Information, to the extent reasonably required, to comply with a legal or regulatory requirement, save that where such disclosure is required and where legally permitted to do so, you will give reasonable and prompt advance notice of such disclosure requirement to us in order to give us reasonable opportunity to object to and contest such disclosure; and you will use reasonable efforts to secure confidential treatment of any such information that is required to be so disclosed.

6.13. You represent and warrant that you will protect Confidential Information from unauthorized use, access, or disclosure by third parties and apply at least the same security measures and degree of care (but no less than a reasonable degree of care) to the Confidential Information as you would use to protect your own Confidential Information of a similar nature. 

6.14. Where you breach any confidentiality obligations as set out in this EULA, you shall fully indemnify us for and against all claims, losses, damages and liabilities incurred by us arising out of such breach.

6.15. Your obligations in this Clause 6 shall remain in effect and shall survive termination of these Terms.

7. Service and Access

7.1. Although we will try to provide continuous access to the Platform and Service, we cannot and do not guarantee that the Platform and Service will be available 100% of the time and some features on the Platform and/or Service may be removed from time to time, and we will not be liable in the event the Platform and/or Service are unavailable. Actual service or network performance is dependent on a variety of factors outside of our control. We may also perform maintenance of the Platform from time to time.

7.2. Notwithstanding the foregoing, we: (a) do not represent or warrant that your use of the Platform or Services will be uninterrupted, bug-free or error-free or that the Platform or Services will meet your requirements; (b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet; (c) shall not be responsible for non-performance of the Platform or Services caused by any use that is contrary to our instructions, or modification or alteration by any party other than us or our representatives, and will only provide support to correct such non-performance at our sole discretion; and (d) shall not be responsible for any loss or damage arising from your failure to keep your Account or password secure and confidential.

7.3. You acknowledge and agree that the Platform and Services may be subject to limitations, interruptions, delays and other problems, owing to Platform-, server- or systems-maintenance, or inherent in the use of such communications facilities over the internet. Any downtime or interruption in the provision of the Platform or Services shall not entitle any User to any reimbursement, compensation or payment of any amounts from us.

7.4. You acknowledge and agree that you are solely responsible for implementing sufficient security measures or arrangements with regard to anti-virus protection. To the maximum extent permitted by law, we will not be liable to any User for any loss or damage suffered or caused by a distributed-denial-of-service attack, ransomware, malware, spyware, Trojans, virus, or other harmful act caused by third parties which may infect or harm the Platform or provision of Services.

7.5. Your use of the Platform and Services is at your own risk. The Platform and Services are provided to you on an “as is” and “as available” basis, and we disclaim, to the fullest extent permitted by Applicable Law, all warranties of any kind either express or implied (including any implied warranties of merchantability or fitness for any particular purpose and non-infringement), representations, conditions and all other terms of any kind whatsoever implied by statute or common law. We do not represent or warrant that the Platform and Services, or any of the Content displayed are free of viruses or other malware, or that the Platform or Services obtained will be uninterrupted, bug-free or error-free, or will otherwise meet your needs or expectations.

8. Third Party Service Providers

8.1. Your use of our Platform or Services may be provided by or may incorporate the services provided by Third Party Service Providers (“Third Party Services”).

8.2. You acknowledge and agree that we may engage and incorporate the services of Third Party Service Providers to assist in providing and/or enhancing the Platform and Services, such as webpage hosting service providers or payment processors. You hereby consent and authorise us to delegate the authorisations you provide to us to such Third Party Service Providers as we deem necessary to provide the Platform and Services to you.

8.3. The use of Third Party Services may also require your agreement to certain additional terms and conditions provided by the applicable Third Party Service Provider. These additional terms and conditions will be made available to you when, and if, you use the Third Party Services. 

8.4. You acknowledge and agree that Third Party Service Providers are independent contractors as stipulated, and we do not provide or exercise any control or oversight over the performance of Third Party Services. You also acknowledge and agree that we are not responsible for the acts or omissions of Third Party Services Providers, even if the Third Party Services are provided through or linked to our Platform. 

8.5. In the event the performance of Third Party Services requires disclosure to and/or access of Personal Data, to the extent permitted by Applicable Law (including as applicable the PDPA and/or GDPR), you agree that you will not hold us responsible for any breach on the part of the Third Party Service Providers, including but not limited to losses and/or damages suffered by you arising out of or in connection with the unauthorised disclosure of and/or access to Personal Data by the Third Party Service Providers.

8.6. You also acknowledge and agree that a Third Party Service Provider may change, modify, suspend or discontinue, temporarily or permanently, any Third Party Services used by you, without notice to you. We will provide notice to you within a reasonable period of time if and when we become aware of such change, modification, suspension and/or discontinuance of Third Party Services.

9. Data Protection

9.1. How we collect, use, disclose or process (where applicable) Personal Data is set out in our Privacy Policy available at https://rimm.io/privacy-policy/.

9.2. Where required, we will only process any Personal Data provided to us by any User strictly in accordance with the written instructions of the User and in accordance with the relevant data privacy laws of the relevant jurisdictions (including as applicable the PDPA and/or GDPR).

10. Limitation of Liability

10.1. To the fullest extent permitted by law, we shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for:

10.1.1. any loss of profits, sales, revenue, business, data, use or goodwill, or other intangible loss or pure economic loss arising out of or in connection with this EULA; 

10.1.2. any indirect, special, incidental, exemplary, punitive or consequential losses, costs, damages, charges or expenses arising out of or in connection with this EULA; 

10.1.3. any actions taken by us in good faith in accordance with the information and instructions you have provided in connection with the Services; 

10.1.4. any loss or damage caused by malware, distributed denial-of-service attack, ransomware, spyware, Trojans, virus or other harmful material that may infect your device, programs, data or other proprietary material due to your use of the Platform or Services;

10.1.5. any damages relating to your access to, use of, or inability to access or use the Platform or Services;

10.1.6. any damages relating to any conduct or Content of any third party or any other User, including without limitation, defamatory, offensive, unlawful or illegal conduct; 

10.1.7. any Content, services or goods provided by a related party to any Third Party Service Provider, including the quality of such services or goods; 

10.1.8. any costs, expenses, losses, fines, damages, or liabilities (including legal fees on an as-incurred basis) that you incur or suffer in relation to the use and/or reliance on the Services and any reports or scores generated in the process for any purpose; or

10.1.9. any consequences arising in connection with an event that is outside our reasonable control.

10.2. Under no circumstances will the aggregate liability of Rimm to you under this EULA exceed the fees (if any) paid by you or your Organization to Rimm under this EULA or any other agreement that you or your Organization may have entered into with Rimm in connection with the Platform or Services (including any SaaS Agreement) in the twelve (12) months prior to the act that gave rise to such liability whether or not Rimm had been advised of the possibility of such damages. For the avoidance of doubt, the foregoing sets out our total financial liability to you in respect of any breach of these Terms, including but not limited to any Personal Data or data security breach.

11. Termination

11.1. This EULA may only be terminated by your Organization pursuant to our agreement with it, except that we may terminate or temporarily suspend your access to the Services in the event that: 

11.1.1. you breach any material provision of these Terms or any other agreement that you or your Organisation may have entered into with Rimm in connection with the Platform or Services (including any SaaS Agreement) that, (if it is capable of being cured) is not cured within 10 days from notice to you; or 

11.1.2. we determine that your actions are likely to cause legal liability for us or that you have misrepresented any data or information required by us to provide you with the Services or at any other time.

11.2. In respect of any non-paying User, we may terminate this EULA at any time at our sole discretion, with or without notice to you. 

11.3. Termination of this EULA shall: 

11.3.1. be without prejudice to any rights, remedies, obligations or liabilities of you or us that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this EULA which existed at or before the date of termination; and 

11.3.2. not affect provisions of this EULA which by their nature are intended to survive termination of this EULA, including Clauses 6 (Intellectual Property Rights and Confidential Information), 10 (Limitation of Liability), 12 (General Terms), and 13 (Governing Law and Dispute Resolution).

12. General Terms

12.1. Assignment. You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms. We may, however, at any time assign, transfer, charge, subcontract or deal in any other manner, with all or any of our rights or obligations under these Terms without your consent. 

12.2. Third Party Rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any provision of these Terms. 

12.3. Waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. 

12.4. Remedies. Save as otherwise specifically provided herein, no remedy conferred by any of the provisions of this EULA is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise.

12.5. Severability. Each term, condition, and provision of this EULA shall be valid and enforced to the fullest extent permitted by law. If any term or provision of this EULA is deemed invalid or unenforceable by a court of competent jurisdiction, such term or provision shall be deemed to be severable from the other terms and provisions hereof, and the remainder of this EULA shall be given effect as if the parties had not included the severed term or provision herein.

12.6. Entire Agreement. These Terms together with any other agreement that you or your Organisation may have entered into with Rimm in connection with the Platform or Services (including any SaaS Agreement) constitute the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter, whether expressed or implied, oral or written. 

12.7. Prevalence of Agreement. In the event of any conflict or inconsistency between the provisions of this EULA and the provisions of any SaaS Agreement, the provisions of such SaaS Agreement shall prevail unless otherwise determined by Rimm in their sole discretion.

12.8. No Partnership. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

12.9. Independent Legal Advice; No Contra Proferentum. You acknowledge and agree that you have obtained, or have waived your rights to obtain, independent legal advice prior to entering into this EULA. Further, you acknowledge and agree that you have reviewed and approved the terms of this EULA and that, if there is any ambiguity in any of its provisions, no rule of interpretation favouring any party over the other based on authorship will apply.

12.10. Injunctive Relief. Without limiting the remedies available to Rimm, you acknowledge and agree that a breach of any of your covenants in this EULA including those contained in Clause 6 may result in material irreparable injury to Rimm for which there may not be adequate remedy at law, that it will not be possible to measure precisely damages for such injuries and that, in the event of such a breach or threat thereof, Rimm shall be entitled, without the requirement to post bond or other security, to obtain a temporary restraining order and/or injunction restraining you from engaging in activities prohibited by this EULA or such other relief as may be required to specifically enforce any of the covenants including those in Clause 6.

13. Governing Law and Dispute Resolution

13.1. Governing Law. These Terms and all disputes shall be governed by and construed in accordance with the laws of Singapore.

13.2. Dispute Resolution. You agree that Rimm shall have the right to submit to the jurisdiction of the courts of Singapore (or any other court as may be determined by Rimm) any dispute or claim arising from, or in connection with, this EULA. Except as set out in the foregoing, any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (the “SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Clause 13.2. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English. The arbitral award made and granted by the arbitration tribunal shall be final, binding and incontestable, may be enforced by a party against the assets of any other party wherever those assets are located or may be found and may be used as a basis for judgement thereon in Singapore or elsewhere.  

Last updated: 01 September 2023