The SPRYX Platform at http://spryx.co/ and its related sub-domains and applications (the “Platform”) is maintained and operated by Sustainable Living Lab Pte. Ltd. (UEN No. 201211858M), a private limited company incorporated under the laws of Singapore, with address at 68 Ceylon Road, Singapore 429650 (the “Company” or “SL2”) and/or its affiliates. The use of the Platform and the services provided on it are governed by the terms and conditions set out below (the “Terms and Conditions”). Please review them carefully. By accessing and using the Platform, you agree to be unconditionally bound by the Terms and Conditions. If you do not accept the Terms and Conditions (or any part thereof), you should not access or use the Platform. 

 1. Meaning of “User”

1.1The Platform serves as an online platform to enable users to access the services provided by the Company. Where an individual accesses and uses the Platform as a representative and agent of a corporate User, he/she hereby confirms, represents and warrants that he or she has been duly authorized, and has the power and authority, to access and use the Platform and enter into the transactions contemplated thereunder on behalf of the Corporate User to which he or she represents and/or is an agent of.

1.2For individual users below the age of eighteen (18), written parental or guardian consent is mandatory for purposes of setting up a User Account (defined below) or for using the Platform and the services provided therein. This is due to the need for compliance with applicable laws and/or to process financial transactions through the Platform. Any users under the age of eighteen (18) who accesses the Platform or uses the services therein without the necessary parental or guardian consent are not protected by these Terms and Conditions and neither SL2 nor any of its affiliates, agents, employees or servants shall be liable or held responsible for the actions of such underage users.

1.3For User Accounts that are part of a school account, parents/guardians shall seek the consent of their child’s/ward’s teacher(s) or school(s) before SL2 shall grant access to the content posted by their child/ward, or allow for the deletion of content posted by their child/ward, or suspend or delete their child’s/ward’s User Accounts. Save for the foregoing, parents/guardians who wish to access the personal data of or content posted by their child/ward on their User Accounts and/or wish to request for the deletion of their child’s/ward’s personal data or User Accounts may contact SL2 at [email protected] to request for the same.

1.4.       Registration

(a) Certain functions on the Platform are made available only to registered users (“Registered Users” and each a “Registered User”).

(b) The required application form (the “Application Form”) must be completed and submitted to be registered as a Registered User.

(c) Upon successful registration, SL2 will assign the User who has submitted the Application Form an account (“User Account”).

(d) Users may request that a member in its organization (“Delegate”) be registered and granted access to the Platform in accordance with the Application Form.

(e) SL2 has the sole and absolute discretion whether to:

(i) register a User or Delegate; and/or

(ii)create a User Account,

and reserves the right at any time to suspend, cancel or terminate a User’s or a Delegate’s access to the Platform, or any User Account.

(f) The prices, features, and options of each User Account depend on the subscription plan selected by User as well as any changes or customizations requested by User. For example, if User adds Delegates, SL2 may charge the applicable subscription amount for each additional Delegate. User may also purchase optional services on a periodic or per-use basis. SL2 may change the prices for or alter the features and options in a particular subscription plan upon reasonable notice.

 2. Use of Platform

2.1.      User’s responsibility

(a) The User shall be responsible for all access to and activity on the Platform whether by its Delegate(s) or by any other person, and whether or not the User is aware of and/or has consented to such access and activity of such Delegate(s) or other person.

(b) The User shall not access or use the Platform in territories where such access or use may contravene any local law or is otherwise illegal or unlawful. The User acknowledges that it is responsible for compliance with all laws where it accesses or uses the Platform.

2.2.By accessing the Platform and/or using the services provided through the Platform, the User agrees that it will not and will not authorize or assist any third party to:

(a) use the Platform in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(b) use the Platform to defame, abuse, harass, stalk, threaten or otherwise violate the rights of any other person, including others’ privacy rights;

(c) impersonate any person or entity, falsely state or otherwise misrepresent its affiliation with any person or entity in connection with the Platform or express or imply that SL2 endorses any statement that it makes;

(d) interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available or violate any requirements, procedures, policies or regulations of such networks;

(e) transmit, cause to transmit or otherwise make available in connection with the use of the Platform any virus, worm or other computer code:

(i) that is harmful, invasive or malicious;

(ii) which may damage the operation of any hardware, software or equipment; or

(iii) which may be used to monitor the use of any hardware, software or equipment;

(f) post, upload, publish or submit content, information or documents which is/are unlawful, threatening, abusive, libellous, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third party;

(g) remove any copyright, trade mark or other proprietary rights notice from the Platform; or

(h) as a result of its use of the Platform, be engaged in any business that is contrary to the laws of the time of any jurisdiction.

2.3.In addition to any other undertaking by the User provided in connection with the use of the Platform, the User:

(a) acknowledges and accepts that all fees and charges, if any, shall be paid in full as prescribed by SL2 from time to time. In the event that the use of the Platform is terminated, User shall not be entitled to any refund of its pre-paid subscription fees;

(b) shall pay such fees and charges as SL2 may prescribe from time to time with respect to the use of the Platform without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new service or new features will be effective when SL2 posts updated fees and charges on the Platform, unless SL2 expressly states otherwise in writing. SL2 may increase or add new fees and charges for any existing services on the Platform upon at least thirty (30) days’ prior written notice, including but not limited to situations where the price of a prescribed digital currency exceeds certain threshold levels. SL2 may elect to charge User interest at the rate of 1% per month (or the highest rate permitted by law, if less) on all late payments;

(c) shall be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto). SL2 may charge and User will pay any applicable goods and services tax (GST), value added tax (VAT) or indirect taxes that SL2 is legally obligated or authorized to collect from User. All payments made under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, User will pay such additional amounts as are necessary so that the net amount received by SL2 is equal to the amount then due and payable under this Agreement;

(d) agrees, subject to the terms of the Privacy Policy of SL2, to provide to SL2, immediately upon SL2’s request, such information regarding the User pertaining to any matter that is the subject of these Terms and Conditions and the User’s compliance therewith, including such information to allow SL2 to perform such verification and background checks in compliance with applicable law; and

(e) if the User becomes aware of any breach of these Terms and Conditions, or if any representation or warranty given by it becomes untrue, inaccurate or misleading, it shall immediately notify SL2 and stop accessing and using the Platform.

Additional Usage Limitations and User Responsibilities

2.4.SL2’s provision of the Platform and any services connected therewith is conditioned on User’s acknowledgement and agreement to the following:

(a) User shall exercise control over and responsibility for the content, quality, and format of any information or documents uploaded on the Platform;

(b) SL2 is not responsible for determining how long any documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, unless expressly stated under these Terms and Conditions, SL2 is not responsible for or liable to produce any of User’s documents to any third parties;

(c) User agrees that its assigned account administrator(s) or Delegate(s) has/have authority to provide SL2 with and accept from SL2 any required authorizations, requests, or consents on behalf of User with respect to User’s account; and

(d) User agrees it is solely responsible for the accuracy and appropriateness of instructions given by it and its Delegate(s) or personnel to SL2.

(e) Certain areas of the Platform may have different terms and conditions posted for difference services or may require User to agree with and accept additional terms and conditions or policies. If there is a conflict between these Terms and Conditions and terms and conditions or policies posted for a specific service, the latter shall take precedence with respect to User’s use of that specific service.

Document Storage, Deletion & Termination

2.5 During the duration of the User’s subscription, SL2 will store all documents, information and content uploaded by User.  However, SL2 may set and enforce limits for reasonable use in order to prevent abusive or unduly burdensome use of the Platform or SL2’s resources.

2.6 SL2 may, at its sole discretion, delete documents, information or content uploaded on the Platform immediately and without notice upon the earlier of: (a) expiration of any time limits established by either SL2 or User, such time limits not exceeding 365 days; or (b) expiration of its subscription term.

2.7 SL2 may delete a User Account and data, including without limitation any documents or information uploaded therein, upon the expiration or termination of the User’s subscription term for whatever reason. SL2 may however retain such data for compliance with applicable law and in accordance with these Terms and Conditions.

2.8 SL2 reserves the right to, and may, at any time change, modify, suspend or discontinue the whole or any part of the Platform. The User acknowledges and agrees that SL2 shall be entitled at any time, at its sole and absolute discretion, and without prior notice, to add to, vary, terminate, withdraw or suspend the operation of the whole or any part or feature of the Platform without assigning any reason therefor.

2.9. SL2 reserves the right, in its sole discretion, to terminate or suspend a User Account, remove or modify any account-related content or access, or take any other action that SL2 believes is appropriate if User violates the Terms and Conditions. SL2 may investigate violations of these Terms and Conditions and may involve and cooperate with law enforcement authorities in taking legal action against Users who are involved in such violations, including without limitation pursuing civil, criminal and injunctive redress. User hereby waives and holds SL2 and its affiliates harmless from any claims resulting from any action SL2 takes during or as a result of such investigation and from any actions taken as a consequence of such investigations by SL2 or any law enforcement authorities.

2.10User’s subscription shall continue and automatically renew annually unless User provides written notice of termination to SL2, or if User’s subscription and User Account is terminated in accordance with the provisions of these Terms and Conditions. All sections of these Terms and Conditions which by their nature should survive the expiration or termination of any User Account shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of such User Account.

2.11SL2 further reserves the right, at its sole discretion at any time, to remove, or to refuse to disseminate, distribute or otherwise continue to allow, any information, text, links, graphics, photos, files or other materials or arrangements of materials uploaded, downloaded or appearing on the Platform.

 3. Representations and Warranties

By accessing and using the Platform, the User confirms, represents and warrants to SL2 as follows:

3.1.it is duly incorporated (where applicable) and validly existing under the laws of the country of its incorporation, with full power and authority to perform and comply with its obligations in relation to the use of the Platform, the transactions contemplated thereunder and pursuant to these Terms and Conditions;

3.2.all actions, conditions and steps required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order to enable it lawfully to perform and comply with its obligations in relation to the use of the Platform, the transactions contemplated thereunder and pursuant to these Terms and Conditions, and to ensure that such obligations are legally binding on and enforceable against it, have been taken, fulfilled and done;

3.3.its entry into, or performance of or compliance with its obligations in relation to the use of the Platform, the transactions contemplated thereunder and pursuant to these Terms and Conditions do not and will not breach any law to which it is subject, its constitutional documents or any agreement to which it is a party or which is binding on it or its assets;

3.4.its obligations in relation to the use of the Platform, the transactions contemplated thereunder and pursuant to these Terms and Conditions are valid, binding and enforceable;

3.5.       all information furnished by it or on its behalf is true, accurate, up-to-date and complete;

3.6.there is no winding up, bankruptcy or other insolvency proceedings of any nature which have been commenced or threatened against it;

3.7.all content posted, uploaded, published or submitted on the Platform shall not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation;

3.8.it is not illegal or unlawful for it to access the Platform from the territory in which it is doing so;

3.9 in relation to each document uploaded or listed on the Platform that:

(a) such document is an authentic copy of the original (if any);

(b) the information contained in such document are true, complete and accurate in all material respects; and to forthwith notify SL2 if User or its Delegate(s) at any time become aware that any information, becomes untrue or incorrect in any respect;

(c) SL2 has not and is not obligated to perform any due diligence on, or verify in any way, the validity, completeness or accuracy of such information;

(d) all relevant consents for the disclosure of any information contained in such document (including, without limitation, any personal data and contact information) has been obtained; and

(e) it will indemnify SL2 and hold SL2 harmless in respect of any loss, liability, costs, claim, action, demand, expense or damage of whatever nature (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending the foregoing) which SL2 may incur or which at any time be brought against, suffered or incurred by, or imposed on SL2 arising out of or in connection with the terms of this Clause 3.9.

 4. Information on the Platform

4.1.SL2 makes no representation, warranty or undertaking, express or implied, to User or anyone in relation to the functionality or otherwise of the Platform or the audit reports, information and materials provided or generated on or by the Platform, including information pertaining to third party service providers and their services. Without prejudice to the generality of the foregoing, SL2 makes no representation, warranty or undertaking (as the case may be), express or implied, to User or any person that:

(a) the Platform will be available at all times or available at all;

(b) any individual function or feature of the Platform will be uninterrupted and/or error free;

(c) the Platform will be free of viruses, malware or other harmful components;

(d) the Platform will be compatible with all software and hardware or, where interfered with, it will be secure (although reasonable measures will be taken to maintain the security of the Platform;

(e) he Platform is of satisfactory fitness or quality for any general or specific purpose;

(f) any defects or errors on the Platform will be corrected immediately and promptly;

(g) the audit reports or materials on the Platform are appropriate or available for use in connection with any general or specific purpose, whether such purpose was made known to SL2;

(h) the information on the Platform, marketing material or in any audit reports or documentation that SL2 prepares is complete, true, or up-to-date; or

(i) SL2 endorses any particular third party service provider or has any control over the processes and decisions of third-party service providers.

4.2.The content and material made available on or through the Platform is for general informational purposes only. Nothing on the Platform constitutes or should be construed to constitute:

(a) the making or offering to make or inducing or attempting to induce any person to enter into or to offer, a solicitation, an invitation, advice, recommendation or endorsement to buy or sell investments, securities, investment products or any other financial services; or

(b) advice of any kind, whether being advice of an investment, legal, tax, risk assessment, financial nature, or otherwise.

4.3.For the avoidance of doubt, SL2 does not and should not be construed as giving advice of any kind and, in particular, advice on investment products, securities, etc., by providing instructions to any User on how to use the Platform, or any information concerning any particular User or counterparty using the Platform.    

Audit Reports

4.4 The opinions, views and conclusions stated in SL2’s audit reports are based on the completeness and accuracy of the stated facts, assumptions and/or representations provided by User. If any of the facts, assumptions and/or representations are not entirely complete or accurate, such inaccuracy or incompleteness could have a material effect on the opinions, views and conclusions expressed in SL2’s audit reports. User acknowledges and agrees that User shall assume responsibility for the accuracy of any information and/or specifications it provides on the Platform and agrees that SL2 may rely on such information and/or specifications without independent verification for the purpose of preparing and issuing any audit reports.

4.5 All audit reports provided by SL2 and/or its affiliates are solely for User’s use and benefit and shall be used only for the specific purpose(s) for which they were prepared, and shall not, without SL2’s prior written consent, be disclosed to any person or relied upon by anyone other than User, save if such disclosure or use is required by law or any applicable regulatory body.

 5. Third Party Links

5.1. The Platform may contain links to websites and online resources of third party service providers or parties which are not maintained or operated by SL2. The access and use of such third party websites and resources is at the User’s own risk. SL2 is not responsible for and does not endorse the availability or contents of such third party websites or resources and shall not be liable for any damages or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services, (including any computer viruses, Trojan horses, worms or similar items or processes, or arising from the unavailability of contents of those third party websites or resources.

5.2. SL2 reserves the right, but is not obliged, to monitor or take any action it deems appropriate regarding disputes between any User and any third party service providers. SL2 urges all parties to cooperate with each other to promptly resolve any such disputes. Should SL2 be forced to step in, all parties agree to accept SL2’ decision as final and binding.

5.3 The User acknowledges that the Platform may include advertisements which may be sent unsolicited to it. The User’s dealings with, or participation in promotions of, advertisers found on or through the Platform, including payment and delivery or related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the User and any such advertiser. The User agrees that SL2 shall not be responsible or liable for any loss or damage of any sort suffered or incurred as the result of any such dealings or as the result of the presence of such advertisers on the Platform.

 6. Information Security & Personal Data

6.1.The User acknowledges and confirms that it has reviewed SL2’s Privacy Policy and agrees to its terms.

6.2.The User consents to receiving communication (through any medium whatsoever) from SL2, which may include marketing materials such as newsletters, updates and promotions about the Platform.

6.3.The Platform provides User with certain features and functionalities that User may elect to use, including the ability to retrieve and delete documents uploaded thereon. User is responsible for properly: (a) configuring such applicable settings for the Platform; (b) using and enforcing controls available in connection with the Platform (including any security controls); and (c) taking such steps, in accordance with the functionality of the Platform, that User deems adequate to maintain appropriate security, protection, deletion, and backup of User Data, which include controlling the management of Delegates and Delegates’ access and credentials to the Platform, controlling user data that is processed by the Platform, and controlling the archiving or deletion of documents in the Platform.

 7. Intellectual property

(a) proprietary marks of the Company; or

(b) marks which the Company is licensed to use

Subject to paragraph 7.2 below, these Terms and Conditions shall not be construed in any way as providing the User with any licence or any mark or of any other intellectual property of the Company or any third party.

7.2.The copyright in the content of all the pages on the Platform (hereinafter, “Platform Content”) is owned by the Company or its licensors (except where otherwise stated). Reproduction of part or all of the contents in any form is prohibited other than in accordance with the following permissions:

(a) provided that these Terms and Conditions are complied with, a User may:

(i) view and display the content of the Platform; and

(ii) print or download to a local or network hard drive extracts from or whole pages for record keeping purposes, provided no copyright notice may be deleted from any such printouts and downloads.

(b) no paper or digital copies of any materials that have been printed off or downloaded in any way from the Platform may be modified, and no illustration, photograph, video or audio sequence or any graphics therefrom may be used separately from any accompanying text.

7.3.By accessing and using the Platform, and save as permitted in paragraph 7.2, the User shall not and shall not authorize or assist any third party to imitate, modify, copy, extract, reverse engineer, disassemble, decompile, distribute, transmit, display, perform, reproduce, re-utilize, publish, license, create derivative works from, transfer, or sell, in full or in part and in any way, the Platform or any Platform Content. The User acknowledges that unauthorized modification and/or interference, misuse, abuse or unauthorized use of the Platform or any Platform Content may violate SL2’s and/or third-party owners' intellectual property rights, and may also be an offence under applicable laws.

7.4 Without prejudice to the foregoing, the User further agrees that it shall not and shall not authorize or assist any third party to:

(a) use parts of the Platform to create and/or publish its own database;

(b) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Platform or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform;

(c) frame or use framing techniques to enclose any trade mark, logo, or other proprietary information of the Company; or

(d) link to any part of the Platform, other than the home page, for any commercial purpose, unless the Company’s express written consent has been obtained.

7.5 All physical hard copies of the audit reports prepared or developed by SL2 shall become the property of the User when prepared and delivered to the User. SL2 shall however retain ownership in all of its intellectual property rights to the audit reports, including all copyright and moral rights to the audit reports. However, User is granted a limited licence to use, reproduce, publish, disclose and communicate the audit reports for the purpose(s) for which they were prepared subject to these Terms and Conditions.

8.         Limitations of SL2’s Liability; Indemnity

8.1.Neither SL2 nor any of its officers, employees or representatives shall be liable in contract, tort (including any breach of any statutory duty) or otherwise for any:

(a) loss of profit, business or revenue;

(b) any costs or expenses, or any special, indirect or consequential damages of any nature whatsoever, suffered or incurred by the User as a result of, or in connection with, the use of the Platform and/or the audit reports, including any liability for any loss or damage (whether direct or indirect), however caused, as a result of any computer viruses, Trojan horses, worms or similar items or processes arising from any User’s use of the Platform.

8.2 If a dispute arises between User and one or more participating service providers or Users, User shall release SL2 from any and all claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

8.3.The User shall indemnify SL2 and hold SL2 harmless in respect of any loss, liability, cost, claim, action, demand, expense or damage of whatever nature (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending the foregoing) which SL2 may incur or which may at any time be brought against, suffered or incurred by, or imposed on SL2 arising out of or in connection with the access and use of the Platform, including (without prejudice to the generality of the foregoing):

(a) any breach of any term (including any breach or inaccuracy of any representation or warranty) under these Terms and Conditions by the User;

(b) any statement, act, omission, fraud, negligence or default whatsoever of the User or any of its Delegates, officers, employees, representatives or agents (which the User agrees that it shall be fully and solely liable and responsible for); and

(c) any enforcement or attempted enforcement by SL2 of its rights or remedies against the User or any of its Delegates, officers, employees, representatives or agents.

 9. Acknowledgement and Disclaimers

9.1.The User understands, acknowledges and agrees that SL2 does not and will not:

(a) accept any deposits or hold any monies for or on account of any User;

(b) provide any, credit rating services or otherwise assess the creditworthiness or otherwise conduct any due diligence in respect of any User; or

(c) provide custodial services.

9.2.The User further understands, acknowledges and agrees that:

(a) SL2 does not and will not assume any, fiduciary or similar or other duties to the User;

(b) nothing in these Terms and Conditions shall be construed to create a partnership, joint venture, agency or employment relationship between SL2 and the User; and

(c) the User has taken, or will take, the necessary independent legal, tax, financial or other advice in connection with its use of the Platform.

10.       International Usage

The Platform and the services provided therein are directed to residents of the Republic of Singapore. Those who choose to access the Platform or use the services therein from outside of Singapore do so at their own risk and may be subject to securities and tax regulations within their applicable jurisdictions that are not addressed on this Platform. You agree to comply with all local rules regarding online conduct, including all laws, rules, codes and regulations of the country in which you reside and the country from which you access the Platform. In addition, you agree to comply with all applicable laws, rules, codes and regulations regarding the transmission of technical data exported from Singapore.

11.       Waiver

SL2’s failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

12.       Entire Agreement

The Terms and Conditions and any other terms and conditions of service on the Platform constitute the sole and entire agreement between SL2 and User and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform and the services therein.

13.       Events Beyond Our Control

SL2 shall have no liability to User for any breach of these Terms and Conditions caused by any event or circumstance beyond SL2’s reasonable control including, without limitation, strikes, lockouts or other industrial disputes; epidemics or pandemics, breakdown of systems or network access; or flood, fire, explosion or accident.

14.       Rights of Third Parties

A person who is not a party to these Terms and conditions shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 35B) to enforce any of its terms, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.

15.       Partial invalidity

If any provision in these Terms and Conditions is or becomes illegal, invalid or unenforceable in any jurisdiction in whole or in part, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of these Terms and Conditions or the legality, validity or enforceability in other jurisdictions of that or any other provision of these Terms and Conditions.

16.       Amendments and updates

16.1SL2 may at any time at its discretion and without prior notice to the User, amend these Terms and Conditions by publishing such amendments on the Platform, which will become effective immediately after such amendment appears on the Platform.

16.2 The continued access and use of the Platform shall be deemed acceptance of the updated terms

17.       Governing law

Use of the Platform and these Terms and Conditions shall be governed by and construed in accordance with the laws of Singapore and any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved in the Courts of the Republic of Singapore and the parties hereby submit to the exclusive jurisdiction of the Courts of the Republic of Singapore

 

This version of the Terms and Conditions of Use is dated 20 March 2023.