Terms of Service
Last updated: 22 March 2021
1. WELCOME TO JAIOTA
Jaiota Pte. Ltd. (UEN: 202020996R) (“Jaiota“/”we“/”us“/”our“) are a market leader in the logistics industry, offering products and services that enable customers to secure and track cargo throughout the world.
Our products, including the revolutionary and patent pending JaiBolt™(s), are sold through our website located at https://jaiota.com/ (“Site“) and various third-party e-commerce platforms.
Our Jaiota software application(s) (available on web and mobile) (“App(s)“) offer you a suite of features and functionalities, including the ability to interact with, track and access information regarding the JaiBolt™s, through your user account with us (“Account”).
2. ACCEPTANCE OF TERMS
2.1 These Terms of Service apply to your access and use of our Site and/or App(s) and all services, feature and content (“Service Content”) that we make available to you through the Site, App(s) and/or Account (collectively the “Service”).
2.2 When you place an order for and/or purchase Products (including JaiBolt™s) from our Site, you agree that the Terms of Sale (“Terms of Sale”) will also apply to you.
2.3 We may also publish on the Site from time to time, our policies and procedures relating to the use of the Site, App(s) and/or Service, including the following (collectively “Policies”):
- API Policy at https://jaiota.com/api-policy/; and
In the event of any conflict or inconsistency between these Terms of Service and any provision in the above Policies, these Terms of Service shall prevail.
2.4 By accessing the Site, using the Service or registering an Account, you agree to be bound by these Terms of Service and the Policies (collectively “Terms”). If you do not agree to the Terms please stop accessing and using our Service, and do not register for an Account.
2.5 If you are accessing the Site, using the Service, or registering for an Account on behalf of an employer, company, business, organisation, or other entity, (“Company”), you are agreeing to the Terms on the Company’s behalf, and personally guaranteeing and representing that you have the legal authority to act on behalf of the Company and to bind the Company to the Terms, and references to “you”/”your”/”yours” shall mean you, the natural person and End-User, and/or the Company you represent.
3. USE WITH JAIBOLTS
3.1 Please note that JaiBolt™(s) and the Service are intended to operate and be used together, and you will not be able to utilise their core or full features and functionalities unless you have both purchased a JaiBolt™ and have an active registered Account for the Service.
3.2 Further, the Service is also intended to be delivered through both the web and mobile versions of the App(s). As the functionalities, features and services available on each version are slightly different, you will need to have both in order to be able to access the core and/or full functionalities of the Service.
4. DESIGNATED COUNTRIES
4.1 Our Products (including the JaiBolt™(s)) and the Service depend on cellular networks for their operation, and can only be used in countries with networks supported by the data roaming coverage provided by our SIM provider, as listed at https://jaiota.com/designated-countries/ (which list may be amended by us from time to time) (“Designated Countries”).
4.2 Even where you are able to access the Service, you may not be able to receive or view any information or data in respect of your JaiBolt™ if it enters or is being used in a country other than a Designated Country.
4.3 It is your responsibility to monitor and ensure you are familiar with the Designated Countries at the time you register for an Account, purchase and/or use our Product(s), and/or use our Service.
4.4 Notwithstanding the above, a Designated Country is merely one where data roaming is made available by our SIM provider (as described above), and shall not be construed as a (nor do we make any such) representation or warranty that our Product(s) and/or Service are ready or approved for use in the Designated Countries. The importation, possession and/or use of our Product(s) and the Service in any country may be subject to restrictions or require regulatory approval. You agree that you are solely responsible for obtaining and maintaining all licences, clearances, permissions and other consents necessary for the importation, possession and/or use of our Product(s) and Service by you in the relevant countries.
4.5 You will not be entitled to any refund or other remedy on the basis that the JaiBolt™, or any of our other products and services (including the Service) are not functional, or have limited or impaired functionality, in a country that is not a Designated Country, or that their importation, use and/or possession in any country (even if a Designated Country) is not permitted, licensed or compliant with applicable laws.
5.1 We reserve the right to modify, update, permanently or temporarily suspend, disable or discontinue any part of our Site or Service at any time, without liability or further notice to you. We may refuse your access to our Site or Service, or any part of it, or refuse your registration of an Account, at our sole discretion without liability to you and without providing you any reasons or notice.
5.2 We may revise the Terms at any time in our sole discretion, by displaying the revised version on our Site. If you disagree with these changes, your sole remedy is to stop accessing the Site and using the Service altogether. It is your responsibility to check the Terms periodically when you access the Site and App(s). Your continued use of the Service or any part of it after a change to the Terms will constitute your acceptance to such changes.
5.3 Service features and functionalities are subject to change, and we do not guarantee that any specific feature, component and/or content will always be available on the Site and/or Service. For current information on the Service (including information on available features and user guides) please refer to our Site or FAQs.
6.1 You must be at least 18 years of age (or at least the age of majority in the relevant jurisdiction in which you are based), if you wish to create an Account.
6.2 Minors (being any person under the age of 18 years or relevant age of majority) must obtain parental or guardian consent before creating an Account.
6.3 If you are a parent or guardian providing consent to a minor to create an Account, then you agree to be bound by the Terms and to accept responsibility for all actions of the relevant minor to whom you are providing consent.
7. YOUR ACCOUNT
7.1 Account information. When you register for an Account and use the Service, you may be asked to provide us with certain information (including, if you are an individual, your personal data). You represent that all the information you provide to us on registration or at any time is:
- true, accurate, current and complete, and that you will promptly update such information on your Account to ensure that it remains so at all times; and
7.2 Login Codes. You will be prompted to use your unique email/username and create a unique password (“Login Codes”) when you register for an Account. You shall keep your Login Codes confidential and must not disclose them to anyone else or allow anyone else to access and/or use the Service using your Login Codes. Each set of Login Codes may only be used by one (1) person i.e., a single set of Login Codes may not be shared by multiple persons. Any use of the Service and any acts, instructions, transactions, communications or purchases referable to your Login Codes and/or your Account shall be deemed to be from you, whether or not they were in fact made or authorised by you. We may offer security options such as two-factor authentication (including via third party authenticator applications) to help you maintain your Account’s security, but the security of your Account remains your sole responsibility.
7.3 Security. You are responsible for maintaining the security of your Account and Login Codes are solely and fully liable for any disclosure and/or unauthorised use of your Login Codes. You agree to take responsibility for all purchases and charges resulting from use of your Account. You will promptly notify us in writing if you become aware of any unauthorised access to and/or use of the Service through your Account, including any unauthorised use of your Login Codes, or if the security of your Account or Login Codes is compromised in any way. You shall take the necessary steps to prevent the continuance of any unauthorised use of your Account including by changing your password, informing law enforcement authorities (where appropriate).
7.4 Inactive accounts. We reserve the right to suspend, terminate, and/or delete any Account (along with its associated User Data) that is inactive for a continuous period of at least one (1) year without notice.
8. YOUR ACCOUNT/ENTERPRISE
8.1 Creating an Account/Enterprise. In order to start accessing and using the Service, a user must first register for an account (“Account”), under which the registered user (“Registered User”/”Enterprise Owner”) can manage, operate and control an ecosystem of other users connected to the registered user’s use of the Service (“Enterprise”)
8.2 Inviting others to your Enterprise. Upon the creation of your Account/Enterprise, you (as Enterprise Owner), may:
- invite another Registered User to join your Enterprise as a member (“Enterprise Member“); and
- set access permissions given to your Enterprise Member (by selecting from the user type options we provide (“User Type“)).
8.3 User Type. Each User Type is assigned access permissions pre-set by us. You are responsible for selecting the appropriate User Type for each of your Enterprise Members, having regard to the access permissions assigned thereunder. You acknowledge that an Enterprise Member designated by you as an “Administrator” (based on your selection of this User Type), will have wide administrator rights with respect to the use and operation of your Account/Enterprise, including the ability to determine the User Type (and hence access permissions) of other Enterprise Members, and to send invitations to other Registered Users on your behalf to join your Enterprise.
8.4 Responsibility for your Enterprise Members. You acknowledge that your Enterprise Members will be able to access and/or use the Service on your behalf (including to perform actions, access information, send and receive information, communicate with other users and/or otherwise participate in activities in relation to your Account/Enterprise) according to the access permissions under their User Type(s), and that accordingly, you shall be solely responsible for:
- your Enterprise Members’ access to and use of the Service as aforesaid, and hereby agree to be bound by your Enterprise Members’ actions as if they were your actions or authorised by you, whether or not these were in fact done by or authorised by you; and
- ensuring that you have the right to disclose such information as may be made available to your Enterprise Members, in the course of their participation in your Enterprise (including your Company’s information and the personal data of other Enterprise Members).
8.5 Joining another’s Enterprise. You may accept invitations to join the Enterprise of another Enterprise Owner (in addition to having your own Enterprise). Where you are an Enterprise Member in another Enterprise, you agree that:
- you will be able to access and/or use the Service in connection with such Enterprise, only to the extent your access permissions (assigned to you by the Enterprise Owner) allow;
- the Enterprise Owner and Enterprise Members of such Enterprise may be able to access, obtain, collect, store and/or use information (including your personal data) (i) which you submit, upload or make available on the Service through your Account, and/or (ii) relating to your activity as an Enterprise Member, and to disclose such information to others; and
- you will access and use the Service under such Enterprise in accordance with the instructions of the Enterprise Owner and shall not contravene any of your obligations to the Enterprise Owner at law or under contract in the course of such access and/or use.
You agree that you join and participate in another’s Enterprise entirely at your own and sole risk and that if you do not agree to the above or to bear such risks, you must not accept the invitation to join the Enterprise.
8.6 Security breach. You shall notify us immediately in the event of any known or suspected unauthorised use of your/any Account/Enterprise, or any known or suspected breach of security, including loss, theft, or unauthorised password disclosure.
8.7 Groups and Projects. As an Enterprise Owner, you can create and add your Enterprise Members to:
- groups (“Groups“); and
- projects (“Projects“),
which will allow you to share certain information in relation to your Enterprise/Account with them (e.g. relating to your JaiBolt™(s), projects or shipments). You are solely responsible for the limiting the access given to and disclosure of information to Enterprise Members, having regard to the information that will be made available to them under each type of Group/Project and the access permissions under their respective User Types.
8.8 Link sharing. The Service may provide you and/or your Enterprise Members with option(s) to share certain information relating to your Account/Enterprise without requiring your intended recipient to have or log in to an Account in order to access or view such information (e.g. via file-sharing links). You are aware that such sharing options may or may not be encrypted, and even if encrypted, will not be entirely secure, and further acknowledge that persons other than your intended recipient may be able to access or view such information. You agree that you are solely responsible for and undertake all risks associated with your and/or your Enterprise Members sharing information in this way, including any risk of unauthorized access to, use or disclosure of your information.
9. USE OF SERVICE
9.1 Licence. We grant you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited licence to access and use the Service (including to download and use the mobile App on a mobile or other relevant device that you own or control, and to use our API in accordance with the API Policy) in the Designated Countries (subject to Clauses 4.4 and 4.5), in accordance with and subject to the Terms.
“API” refers to the application programming interface which we make available to you, which is to be used as an interface between our App(s) and your applications, and includes the documents (in whatever media) that accompany such API and the API Data, subject to the terms of our API Policy. “API Data” refers to content, images, photographs, illustrations, icons, text, video, audio, written materials, software or other content, materials or data that you access or otherwise use in connection with our Site or App(s) as part of your use of the API.
You agree to use the Service only in accordance with applicable laws, and to comply with all our directions, instructions and/or protocols when accessing and using the Service.
While some parts of the Service are provided to you free of charge, we do not guarantee that they will remain free of charge forever. Further, while a registered Account is not required for browsing parts of the Site, you must have one in order to access the core features and functionalities of the Service.
Where you acquire the App(s) via download from a third party platform, you agree to comply with any additional licence terms imposed by that platform.
9.2 Updates. We may from time to time issue updates to the Site or App(s). Depending on the update, you may not be able to use the Service until you have downloaded such updates or the latest version of the App(s) onto your applicable devices and accepted any new or additional terms and conditions of use.
9.3 Use restrictions. You agree that you will not:
- access the Site or App(s) in source code form;
- copy, reproduce, modify, adapt, translate, publish, display, distribute, transfer, sell, lease, sub-license, make available or otherwise exploit or use the Site or App(s) for any commercial or other purposes;
- use the Site or App(s) to export, import, or copy any files where you do not have the right to do so;
- disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Site or App(s), or otherwise attempt to discover our source codes and algorithms, except to the extent that applicable law expressly permits despite this limitation;
- use any automated processes or means to access (or allow access to), copy, distribute, display, monitor or enable the mass download, collection or extraction of data from the Site or App(s) (including by deep-linking, mirroring, framing, crawling, page-scraping technology or using bots, robots, spiders, scripts or other similar processes or technology);
- use any software or manual repetition that will or is likely to interfere with the Site or App(s);
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent technological measures implemented to protect the Site, App(s) and/or Service Content;
- probe, scan or test or attempt to probe, scan or test the vulnerability of the Site or App(s), or breach or circumvent any of its security or authentication measures or other protection measures;
- do anything that would in our opinion, disrupt, alter, destroy, impair, interfere with, overburden or limit the functionality, operation or security of the Site or App(s), or interfere with another user’s use and enjoyment thereof, including hacking, transmitting any virus or malicious code or sending mass unsolicited messages or “flooding” servers;
- attempt to cause stress or detriment to the proper working of the Site or App(s);
- use our API in a way that contravenes our API Policy, or which exceeds any limits that we may in our sole discretion impose on the number or frequency of API requests;
- alter, remove or destroy any copyright, trade mark or other proprietary markings or notices on the Site, App(s) and/or Service Content; and/or
- do anything that may infringe or prejudice our rights (including our intellectual property rights); or
- engage in any fraudulent, unlawful, or illegal activity using the Site, App(s) and/or Service.
10. INTELLECTUAL PROPERTY
10.1 All intellectual property rights in the Site, App(s), JaiBolt™(s), Service and/or Service Content (including the source codes, content, features, design, “look”, “feel”, “appearance” and “graphic function” of the Site or App(s)) belong to us and/or our licensors. You shall not reproduce, modify, display, sell, or distribute our intellectual property, or use it in any other way for any public or commercial purpose.
10.2 Copyright. You may only retain copies of information on the Site and our App(s):
- if it is in the form of a report generated through your Account where a ‘print’, ‘download’, ‘generate report’, or equivalent option or button is made available by us (“Report“) and/or to share such Report with another party if a sharing feature is provided by us;
- if it is information that you have provided as part of creating a User Account or otherwise using our App(s); or
- if it is obtained incidentally to your viewing, and if kept only for your own personal reference and limited to one (1) copy.
10.3 Trade marks. You acknowledge and agree that you are not granted any right or licence to any of our trade marks, or the trade marks of any third party displayed on the Site or through our App(s).
10.4 Patents and analogous rights. Our products may be the subject of patent, design and other analogous intellectual and industrial property rights protection. By acquiring products from us or using our services, you acknowledge that you are not granted any right or licence to reproduce or otherwise exploit the underlying intellectual property rights in any of our products or services, and in particular the JaiBolt™, Site and/or App(s).
11. USER DATA
11.1 “User Data” means all data, information, inputs, data files, scripts, configuration settings, data, surveys, reports, Reports, materials and/or other content which you (or JaiBolt™(s) that you use) upload to, transmit, save under, use and/or generate in connection with your User Account, or that you derive from your use of JaiBolt™(s), the Site, App(s), and/or Service.
11.3 You will responsible for any User Data you submit or upload, including to ensure that it does not violate any applicable laws or third party rights.
12. PAYMENT PROCESSING
12.1 You authorise us to charge all transactions and fees payable by you (including in connection with your Orders (as defined in the Terms of Sale)) whenever due, and to make refunds due to you, to your billing details and payment option on record with us or our third party payment processors and payment gateway service providers (“Payment Gateway”).
12.2 You will be responsible for complying with any terms and conditions and charges imposed by the Payment Gateway in connection with services they provide to enable your online payments. We shall not be responsible for any damage, injury or loss sustained by you or any other party caused by or in connection with your use of the Payment Gateway through our Site (including any errant or invalid transactions, or unprocessed transactions due to a network communication error, or any other reason). You agree that we are not responsible for missed payments, fraud, unavailability or security issues related to our third party payment processors, or any other issues related to payments.
12.3 Please note that refunds for Product purchases (if any) are governed by the Terms of Sale. There shall be no refunds in respect of any other fees and transactions charged through the Site or App(s), except to the extent required by the prevailing refund policies of the App Store or Google Play in respect of the App(s) and in such case only if a fee has been paid by you through App Store or Google Play for the use of the App(s).
13.1 Termination by us. We may, in our sole discretion and without penalty or liability whatsoever, suspend, limit, or terminate your Account and/or your access to and use of the Service for any reason and at any time, without prior notice to you. Without prejudice to the generality of the above, where:
- you have committed a breach of any provision of the Terms or any applicable laws;
- there is any fraudulent or illegal activity in connection with your use of the Service;
- any information you have provided to us is untrue, inaccurate, not current or incomplete; or
- we determine you have engaged in unprofessional or unethical conduct or practices;
we shall be entitled to take such action as we may deem appropriate without prejudice to our other rights and remedies hereunder or at law, including suspending, terminating, restricting or changing the details of your Account, with immediate effect. Failure to comply with any provision under the Terms constitutes a material breach. We will determine, in our discretion, whether a breach has occurred through your use of the Service.
13.3 Reinstatement. Notwithstanding any termination of the Account by you, we may preserve your Account (and retain all information therein) for thirty (30) days after termination by you (“Reinstatement Period”) and a reasonable period thereafter, to allow you the option (at our discretion) to reinstate your terminated Account by logging in to your Account during the Reinstatement Period, and you hereby consent to such retention of your Account and information. You also agree that, if you log in to your Account after its termination by you, such login by you shall constitute and be deemed a request by you to reinstate your terminated Account, and we may do so accordingly without further reference to you.
13.14 Effects of termination. The termination of your Account shall not affect your liability or obligations under the Terms. Upon termination of your Account, all rights granted to you hereunder shall immediately cease and terminate, and you must immediately cease access and use of the Service and uninstall, delete or remove the App(s) from your device(s).
14. LINKED SITES
14.1 The Site or App(s) may contain links to third party websites outside our control (“Linked Sites”). We take no responsibility for content contained in any Linked Sites and do not endorse any aspect of these third-party services. Such links are provided for convenience and interest only. You use these Linked Sites entirely at your own risk.
14.2 We urge you to carefully review each Linked Site’s privacy policies and other terms and conditions of use. If you choose to purchase goods or services from a third party, including one accessed from the Site or App(s), you are entering a separate agreement with that third party, and you expressly agree that we are not a party to or interested in that transaction.
15. THIRD PARTY APPLICATIONS
15.1 Certain features and functionalities on the Service are made available through the use of or by third party applications, systems, services, software, technology, devices, networks or services that connect to, link to or are integrated with the Service (“Third Party Applications”).
15.2 You agree that the information you provide through the Service may be collected and used by the owners and operators of such Third Party Applications, in accordance with their terms and conditions.
15.3 By accessing and/or using the Service, you acknowledge and agree to abide by the terms and conditions of these Third Party Applications, as they apply to your use of the Third Party Applications through the Service.
16. DISCLAIMERS & LIMITATIONS OF LIABILITY
16.1 The extent of our liability under or in connection with these Terms and/or the supply, availability, or use of the Site, App(s), Service, and Service Content (regardless of whether such liability arises under tort, contract or otherwise and whether or not caused by negligence or misrepresentation) shall be as set out in this Clause 16.
16.2 The Site, App(s), Service and Service Content are provided to you ‘as is’, ‘as available’, without representation, warranty or condition of any kind, whether express, implied or statutory (including any implied warranty or condition of merchantability or satisfactory quality, fitness for a particular purpose, non-infringement, compliance with any description or any implied warranty arising from course of performance, course of dealing, usage of trade or otherwise), all of which are expressly disclaimed to the maximum extent permitted under applicable laws.
16.3 You acknowledge and agree that the entire risk arising out of your access to and/or use of the Service and the JaiBolt™(s) remains solely with you, to the maximum extent permitted by law.
16.4 Without limiting the foregoing and without prejudice to any other disclaimers or limitations of liability under the Terms, we make no representation or warranty:
- that the Service will be always available, uninterrupted, error-free or virus-free, or that bugs and defects therein will be corrected, or that we will provide any updates, patches, or fixes or any maintenance support services;
- that the transmission of any information through the Service will be entirely private or secure; and/or
- as to the correctness, accuracy, completeness, reliability, safety, timeliness, quality, suitability or availability of the Service or any of our services, products, software, tools or information;
- that the use of any of our products or services (including the Service and JaiBolt™(s)) will ensure the safe, secure or timely delivery of your cargo or freight, or that your cargo or freight will be free from tamper or unauthorised access, or that you will be able to track your cargo or freight seamlessly; or
- that third-party services that interact with the Site, App(s), Service, JaiBolt™s or other products and services will be uninterrupted or available without fault. In particular, we cannot warrant or guarantee that the telecommunications networks provided by relevant service providers will remain available or uninterrupted, or will be accessible in any location.
16.5 Tracking shipments. You agree to familiarise yourself with how the Service and JaiBolt™(s) work, their limitations, and how to use them appropriately, and to employ good judgement and common sense when using the Service and/or JaiBolt™(s). You acknowledge that it is your sole responsibility to use the Service and JaiBolt™(s) in a manner that will enable you to track your cargo and freight as desired, including by setting the appropriate number and frequency of pingbacks/alerts, monitoring JaiBolt™ battery levels and ensuring that the JaiBolt™ has sufficient battery charge for a shipment journey, and allocating sufficient JaiBolt™(s) for a long shipment journey.) Without prejudice to Clause 16.4, you acknowledge that utility, security and proper operation of the Service and JaiBolt™(s), and your ability to track your cargo or freight, depends on many variables including:
- how you choose to use the Service and JaiBolt™(s);
- cellular network availability, quality, coverage, connectivity and signal strength, as the JaiBolt™ is only able to transmit information where it is able to establish a stable connection with the right cellular network;
- age and condition of the JaiBolt™(s) and its battery life and level, which will affect the ability of the JaiBolt™(s) to transmit information,
and accordingly, we make no representation or warranty either express or implied as to the accuracy of the tracking information that you receive via the JaiBolt™(s) and/or Service, that it is reflected in real-time or that is up-to-date at all times or at all.
16.6 Battery charge indicators. Any reading or indicator of your JaiBolt™(s) battery charge level that we provide to you through the Service, is an estimation only and we do not warrant the accuracy or currency of such information, and are not liable for any action taken by you in reliance on such information. If you are uncertain whether a JaiBolt™ has sufficient battery charge to last the rest of its journey, you are advised to replace it with a fresh one mid-journey. If the battery level of your JaiBolt™ falls below a threshold level predetermined by us, its ping rate will automatically be reset to the minimum frequency specified by us in order to minimize battery power consumption, and you agree that this will occur without your consent and we have no liability to you for any loss or damage arising from changes in the ping rate as aforesaid.
16.7 Telecommunication. By using the Service, you acknowledge and agree that electronic, cellular and internet transmissions are never completely private or secure, and that it is possible that the data on the Service or can be mistakenly released, lost, hacked or accessed by unauthorised users. You further acknowledge that operation of and access to the Service may be interrupted or interfered with as a result of technical errors or issues or other factors outside of our control.
16.8 Subject to Clause 16.14 and without prejudice to any other limitations of liability under these Terms, we shall not be liable (to you or any third party) for any loss, damage, cost or expenses (whether direct or indirect, or foreseeable or not, and even if we are aware of or advised of the possibility of the same) resulting from or in connection with:
- the Service and your (or any third party/s) use of and/or reliance on the Service;
- any error, omission, defect, deficiency, malfunction, unreliability, nonconformity, delay or disruption in or of the Service (including glitches, bugs or inaccuracies of any kind) or your inability to use the same;
- any third party or any other product or service provided by a third party (including Linked Sites and Third Party Applications); and/or
- unauthorised, wrongful or fraudulent access to and/or use of your Account(s), Login Codes, User Data, or the disclosure of or alteration of your transmissions, as a result of the unauthorised acts of third parties or your failure to safeguard the security of your Login Codes, User Data or Account(s);
- any loss and damage as a result of the failure or unavailability of any third party service associated with or needed for the proper functioning of the Site, App(s), Service, or JaiBolt™s;
- any delays or failure in our performance due to your act or omission (including your failure to comply with your obligations under these Terms;
- any modification, suspension or discontinuance of the Service, changes to these Terms, or any other action taken by us with respect to your Account(s) or pursuant to the Terms;
- telecommunications, technical, network or computer failures of any kind;
- any statements or errors in promotional or marketing materials;
- the error, act or omission, negligence, willful default, misconduct, fraud or breach of any user (including you) or any third party;
- the failure by any user (including you) to comply with applicable laws;
- third party claims against you.
16.9 Subject to Clause 16.14, we shall not be liable for any consequential, indirect, special, punitive, exemplary or incidental losses and damages even if informed of the possibility of such losses or damages.
16.10 Subject to Clause 16.14, we shall not be liable for any of the following (whether direct or indirect):
- loss of revenue;
- loss of profit;
- loss of data;
- loss of use;
- loss of production;
- loss of contract;
- loss of opportunity;
- loss of savings, discount or rebate (whether actual or anticipated); and
- harm to reputation or loss of goodwill.
16.11 Subject to Clause 16.14, no action, regardless of form, arising out of or relating to the Terms may be brought by you more than three (3) years after the cause of action has accrued.
16.12 Subject to Clause 16.14, if we are held or found to be liable to you (notwithstanding the disclaimers and limitations of liability in the Terms) for any matter relating to or arising in connection with the Terms or the sale, supply, delivery, access or use of the Site, App(s) and/or Service (whether based on an action or claim in tort, contract or otherwise), the amount of damages you are entitled to recover from us shall be limited to, in aggregate:
- if your claim relates to the use of the Site, App(s) and/or Service in connection with any Product(s), an amount equivalent to the price paid by you for the Product(s) directly giving rise to such liability; or
- if your claim does not fall under Clause 16.12(a), United States Dollars Two Hundred Only (USD$200).
16.13 You agree that exclusion of warranties, limitation of liability, and remedies in the Terms are reasonable to allocate risks between you and us and enable us to provide the Service and our products to you at lower fees than we otherwise could.
16.14 Notwithstanding any other provision of the Terms, our liability shall not be limited in any way in respect of the following:
(a) death or personal injury caused by our negligence; and
(b) any other losses which cannot be excluded or limited by applicable laws.
17.1 You shall fully indemnify and hold us, our subsidiaries, related companies, officers, directors, employees, partners and agents (“Indemnitees”) harmless from and against any and all damages, awards, expenses, losses, claims, actions, liabilities, penalties, costs and/or demands (including statutory liability and liability to third parties, economic loss, and court and legal costs assessed on a solicitor-client basis), suffered, incurred by or brought against any of the Indemnitees, due to or arising out of, whether directly or indirectly:
- your (or your End-User’s) act, omission, negligence, willful default, mistake, misconduct, dishonesty or fraud;
- your (or your End-User’s) breach of these Terms or any third-party terms;
- any use of your Account referable to your (or your End-User’s) Login Codes;
- any breach, violation or infringement by you (or your End-User) of any applicable laws or any third-party rights (including rights in contract, intellectual property, confidential information and/or personal data);
- any connection to, access and/or use of the Service by you (or your End-User);
- your (or your End-User’s) instructions, and/or our acting in good faith and taking or refusing to take action based thereon; and/or
- any claim by a third party against any Indemnitee in respect of any of the above.
18. APP STORE AND GOOGLE PLAY (ADDITIONAL TERMS)
18.1 The App(s) may be available for download through App Store or Google Play. This Clause 18 and the terms and conditions of App Store (“App Store Terms”) and Google Play (“Google Play Terms”) apply when you acquire the App(s) from App Store or Google Play respectively.
18.2 App Store
- You acknowledge that the Terms are concluded between Jaiota Pte. Ltd. and you only, and not with Apple, and we, not Apple, are solely responsible for the App(s) and its content, to the extent not effectively disclaimed.
- The licence granted to you in Clause 9.1 is limited to a non-transferable licence to use the App(s) you download from the App Store on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the App Store Terms, except that the App(s) may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing, if applicable.
- We are solely responsible for providing any maintenance and support services with respect to the App(s), as specified in the Terms (if any), or as required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App(s).
- We are solely responsible for any product warranties in respect of the App(s), whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App(s) to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the App(s) to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App(s), and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility, to the extent not effectively disclaimed.
- We, not Apple, are responsible for addressing any of your claims or any third party claims relating to the App(s) or your possession and/or use of the App(s), including: (i) product liability claims; (ii) any claim that the App(s) fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App(s)’ use of the HealthKit and Homekit frameworks (if applicable), subject to and in accordance with the Terms.
- We and you acknowledge that, in the event of any third party claim that the App(s) or your possession and use of the App(s) infringes that third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, to the extent specified under, and subject to and in accordance with the Terms.
- You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- You must comply with applicable third party terms of agreement when using the App(s).
- We and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Terms, and that, upon your acceptance thereof, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third party beneficiary thereof.
- Complaints or claims with respect to the App(s) should be directed to us using the contact details specified in Clause 21.8.
- In the event of any conflict or any inconsistency between the provisions in Clause 18.2 and the App Store Terms on the one hand, and the rest of the Terms on the other hand, Clause 18.2 and the App Store Terms shall prevail with respect to your access and use of the App(s) obtained via download from App Store.
18.3 Google Play
- The licence granted to you in Clause 9.1 is limited to a personal, non-exclusive, worldwide and perpetual licence to perform, display and use the App(s) (subject to the Terms), and may extend to other accounts associated with you via family sharing features on Google Play, if applicable.
- In the event of any conflict or any inconsistency between the Google Play Terms and any of the Terms, the Google Play Terms shall prevail with respect to your access and use of the App(s) obtained via download from Google Play.
19. FORCE MAJEURE
19.1 We shall not be liable for any delay or failure in performing any obligations under the Terms if such failure or delay is due to Force Majeure.
19.2 For the purposes of the Terms, “Force Majeure” shall be deemed to be any cause affecting the performance of the Terms arising from or attributable to acts, events, omissions or accidents beyond our reasonable control and without limiting the generality of the foregoing, shall include:
- acts of God, storm, tempest, fire, explosion, flood, earthquake, subsidence, or other natural physical disaster;
- strikes, lock-outs, labour disturbances or lawful or unlawful labour disputes or other industrial action;
- acts of war, outbreak or threat of war, preparation for war, invasion, terrorism, riots, civil disorders, commotion or disturbance, rebellions, revolutions, military action, acts of terrorism, insurrection;
- epidemics, pandemics, quarantines, outbreak of debilitating disease and any travel restrictions or bans (including bans on non-essential travel) issued by the World Health Organisation or any governmental authority;
- impossibility of or delay in the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
- political interference with our normal operations of those of our agents or suppliers;
- judgments, legislation, acts, orders, directives, policies, restrictions, regulations, bye-laws, prohibitions, measures or acts of any kind on the part of any court, governmental, parliamentary and/or regulatory authority imposed or to be imposed after the fact (including refusal or revocation of any licence or consent);
- expropriation, import or export regulations or embargoes;
- failure or interruption in communication lines, channels and networks and information systems, including network downtime;
- acts or omissions of any third party for whom we are not responsible; and
- failure of any source of supply, breakdown in machinery or any acute or unusual material shortages.
20. DISPUTE RESOLUTION
20.1 If for whatever reason you are dissatisfied with our Service, you must send a written notice to us by email in order to provide us with the opportunity to attempt in good faith to resolve the issue with you. If we are unable to resolve the issue, you may pursue resolution of the issue through the method in Clause 20.3.
20.2 You hereby agree to submit to the exclusive jurisdiction of the Singapore courts for the purposes of any legal action or proceedings (including any summons, motion or petition, and any application to court for injunctive, equitable and other relief) brought by us against you.
20.3 Subject to Clause 20.2 above, you hereby agree that any dispute, controversy or claim that you may bring against us arising out of or in connection with the Terms and your agreement with us, including any question you may raise regarding its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in Singapore at the Singapore International Arbitration Centre (“SIAC”) or at such other venue in Singapore as the parties may agree in writing in accordance with the SIAC Rules. In relation to such arbitration:
- the law of the arbitration shall be the Singapore International Arbitration Act (Cap. 143A);
- a tribunal shall consist of a single arbitrator to be appointed by the Chairman of the Singapore International Arbitration Centre ;
- the language of the arbitration shall be English;
- the parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential; and
- no arbitration will be combined with another without the prior written consent of all parties to all affected arbitrations.
21. GENERAL PROVISIONS
21.1 Interpretation. The Terms are to be interpreted in accordance with the following:
- references to clauses or Clauses are to clauses of these Terms of Service;
- “including” (and its derivatives) means including without limitation and general words are not limited by example;
- references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
- clause headings do not affect the interpretation of the Terms;
- a reference to a statute or a statutory provision is a reference to it as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase our liability under the Terms;
- a reference to a statute or a statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision; and
- references to time will mean Singapore time, unless otherwise stated.
21.2 Time. Time shall not be of the essence in relation to the performance of any of our obligations.
21.3 Governing law. You agree that the Terms and all matters relating to the access to and use of the Site, App(s), and Service and your agreement with us shall be subject to, governed by and construed in accordance with the laws of Singapore.
21.4 Assignment. You may not assign your agreement with us in whole or in part, without our prior written consent. We are entitled to and may assign, novate or otherwise transfer all or some of our rights and obligations under your agreement with us to any party without your prior approval. You shall execute such assignment, novation or transfer agreement as may be required by us for the purpose of documenting such assignment, novation or transfer of your agreement with us.
21.5 Severance. If any provision of the Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Terms shall not be affected.
21.6 Waiver. No failure, delay or omission by us in exercising any right, power or remedy available to us at law or under the Terms shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. A waiver of any rights or remedies by us must be made in writing and signed by our authorised representative.
21.7 Third party rights. Save as specifically provided for in the Terms, no one other than a party to the agreement between you and us, our successors and permitted assignees, or our related companies, shall have any right to enforce any of its provisions.
21.8 Notices to you. When visiting the Site or our App(s), making an Order or sending information to us, you are communicating with us electronically. By making such electronic communications you consent to receiving communications (including legal notices) from us electronically. We may communicate with you by:
- email to any email address or by mail to the street address that you have provided;
- by posting notices on the Site;
- using communication channels available on the Site or App(s); or
- by any other means set forth in the Policies.
21.9 Notices to us. Unless otherwise stated in the Terms, you may contact us if you have any questions relating to the Site, App(s), Service, your Account or the Terms by using any of the following methods:
- For customer service and support issues, by email or telephone to the contacts listed at https://jaiota.com/contact-us/; or
- For service of legal notice which is required by contract or any law or regulation, by email in writing to [email protected]. For the avoidance of doubt, communications sent to any other email address or to any support contacts or via in-app communications will not constitute effective legal notice to us or any of our officers, employees, agents and/or representatives.