CORPORATE CUSTOMER TERMS OF SERVICE
1. INTRODUCTION
1.1 Welcome to the SeaTalk platform (the "Platform"), a communication platform provided by SeaTalk Private Limited and its affiliates and subsidiaries (individually and collectively, "SeaTalk", "we", "us" or "our"). The "Services" we provide or make available include the Platform and its related websites, services, products, sub-applications within the Platform, standalone applications associated with the Platform, software program and content. Any new features added to or augmenting the Services are also subject to these Corporate Customer Terms of Service (“Terms of Service”). These Terms of Service govern your use of the Services provided by SeaTalk.
1.2 These Terms of Service and any Order Forms (defined below) together form an agreement between you (“you” or “Corporate Customer”) and us, and set forth the terms and conditions by which Corporate Customer and its Authorised Users may access and use our Services, including as a downloadable program or app available via our website ("SeaTalk Site"), or via an app store on an Authorised User's device (e.g., Apple's App Store for iOS or Google Play for Android).
1.3 If you are an Authorised User (defined below), the Individual User Terms of Service govern your access and use of the Services, while to the extent applicable, these Terms of Service shall govern the subscription of the Services by Corporate Customers. A workspace is made up of channels, where team members can communicate and work together, i.e., a digital space where a group of users may access the Services (each, a "Workspace").
2. PERSONAL USERS AND AUTHORISED USERS
2.1 Subject to the terms applicable to the subscription ordered by Corporate Customer pursuant to Section 3, Corporate Customer may invite and authorize individuals that have a registered SeaTalk account to access a dedicated Workspace on the Services set up by Corporate Customer. Each such authorised individual will be deemed an "Authorised User."
2.2 In addition, an individual may access and use the Services for personal purposes by registering a personal account,or Corporate Customer may invite individuals to access other parts of the Services without creating an account.
2.3 Corporate Customer has many tools and controls over its Authorised Users' use of its Workspace and any content or information the Authorised Users submit to the Workspace, such as messages, chats, documents, information, communications, scripts, chatbots, Apps or any other content (collectively, "Corporate Customer Data"). For example, Corporate Customer may enable or disable an Authorised User's access to the Workspace, review, edit and remove Corporate Customer Data, enable or disable third party integrations, manage the Authorised Users' permissions, retention and export settings, among other choices. Corporate Customer may also exclusively provide us with instructions on what to do with Corporate Customer Data.
2.4 Corporate Customer is solely responsible for (a) informing Authorised Users of all Corporate Customer policies and practices that are relevant to their use of Corporate Customer's Workspace; (b) any settings selected by Corporate Customer through the Services that may impact the Authorised Users' use of the Corporate Customer's Workspace or access to Corporate Customer Data; and (c) ensuring the transfer and processing of Corporate Customer Data complies with all applicable laws. We have no liability with respect to the content of any Corporate Customer Data or the way Customer or its Authorised Users choose to use the Services to store or process any Corporate Customer Data.
2.5 In order to access Customer's Workspace, each Authorised User must create an account with the Platform. Customer shall ensure that its Authorised Users keep their account login credentials confidential and not disclose it to any third party. We are not liable for any damages, losses or liability to Customer, its Authorised Users, or a third party, for any activity occurring under the Authorised Users' accounts if accessed with the correct login credentials.
3. ACCESS TO AND USE OF OUR SERVICES
3.1 As between Corporate Customer and SeaTalk, content on the Services (except Corporate Customer Data), including the text, software, logos, patents, trademarks, service marks, copyrights, and "look and feel" of the Services, and all intellectual property rights related thereto ("SeaTalk Content"), is either owned or licensed by SeaTalk.
3.2 Subject to the terms and conditions of these Terms of Service, we grant Corporate Customer a non-exclusive, limited, non-transferable, non-sublicensable, revocable license for its Authorised Users to access and use the Services and to access the SeaTalk Content solely through Corporate Customer's use of the Services. We reserve all rights not expressly granted herein in the Services and the SeaTalk Content.
3.3 Corporate Customer acknowledges and agrees that we may terminate this license at any time for any reason or for no reason at any time.
3.4 Corporate Customer and its Authorised Users may access SeaTalk Content solely to access Corporate Customer's Workspace and as permitted under these Terms of Service. Use of SeaTalk Content or materials from the Services for any purpose not expressly permitted by these Terms of Service is strictly prohibited. Corporate Customer shall not, and shall ensure its Authorised Users not to copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any SeaTalk Content for any purpose whatsoever without our or, where applicable, our licensors' prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.
4. CUSTOMER DATA
4.1 We will process Corporate Customer Data only by Corporate Customer's instructions and are not responsible for any Corporate Customer Data or the way Corporate Customer or its Authorised Users choose to use the Services to store or process any Corporate Customer Data.
4.2 Subject to the terms and conditions of these Terms of Service, Corporate Customer (on behalf of its Authorised Users) grant us (and our contractors and suppliers) a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable right and license at no cost to use, copy, download, modify, and display the Corporate Customer Data for the limited purpose of (i) operating, maintaining and improving the Services and providing your Corporate Customer Data within the Services to other users (such as to allow us to transmit an Authorised User's messages and documents on Corporate Customer's Workspace), (ii) address or prevent service, security, support or technical issues with the Services; (iii) comply with a valid subpoena, court order or other legal requirements as reasonably determined by us, and (iv) that you consent to and that is consistent with applicable law, these Terms of Service, its related addendums (if applicable) and the Privacy Policy. Corporate Customer represents and warrants that it has secured all necessary rights in and to Corporate Customer Data from its Authorised Users and/or third parties in order to grant the foregoing licenses.
4.3 In addition, Corporate Customer (on behalf of its Authorised Users) agrees that it is granting other Authorised Users on Corporate Customer's Workspace, at no cost, the right (including any intellectual property or related rights and any necessary waivers or consents) to make unrestricted use of the Corporate Customer Data, including to comment on and edit the Corporate Customer Data.
4.4 We accept no liability in respect of any content submitted by users of the Services.
4.5 If we are aware of any Corporate Customer Data that violates these Terms of Service or the Individual User Terms of Service that is uploaded by an Authorised User in Corporate Customer's Workspace, we may ask Corporate Customer to take direct action against such Authorised User. However, SeaTalk reserves the right to take any action it deems necessary in accordance with these Terms of Service, including to disable or terminate the accounts of any Authorised User who uploads Corporate Customer Data that does not comply with these Terms of Service or the User Terms of Service, applicable law, or the privacy rights, publicity rights, intellectual property, contract rights or any other rights of any person or entity, or if we determine in our sole discretion that such Corporate Customer Data poses a risk of harm to us, other users of the Services or third parties.
5. AVAILABILITY
5.1 SeaTalk will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) scheduled maintenance as notified in advance; (b) unplanned or emergency downtime or (c) any unavailability caused by circumstances beyond SeaTalk’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks.
6. FEEDBACK AND CORPORATE CUSTOMER REFERENCE
6.1 If Corporate Customer selects to provide any feedback or comments to SeaTalk related to the Services ("Feedback"), all of such Feedback shall be the sole and exclusive property of SeaTalk, and Corporate Customer hereby assigns any right, title or interest it may have in such Feedback to SeaTalk. SeaTalk shall have the right to use and disclose such Feedback in any manner and for any purpose in SeaTalk's discretion without remuneration, compensation or attribution to Customer, provided that SeaTalk is under no obligation to use such Feedback.
6.2 Notwithstanding anything herein to the contrary, SeaTalk may (i) during the Term, display your name and logo on its website and related marketing assets as a customer of the Services, (ii) use and publish your Authorised User's testimonials, Feedback, and Corporate Customer case study regarding the Services in publications, presentations and marketing assets used by SeaTalk, and (iii) mention both Corporate Customer, Authorised User and related project name (if any), and/or the Subscription information in any tender documents.
7. SOFTWARE
Any software provided by us to you as part of the Services is subject to the provisions of these Terms of Service. SeaTalk reserves all rights to the software not expressly granted by SeaTalk hereunder. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by SeaTalk.
8. VIOLATION OF OUR TERMS OF SERVICE
8.1 Violations of this policy may result in a range of actions, including, without limitation, any or all of the following:
- Limits placed on Account privileges
- Account suspension and subsequent termination
- Criminal charges
- Civil actions, including without limitation a claim for damages and/or interim or injunctive relief
8.2 If you believe a User on our Platform is violating these Terms of Service, please contact contact@seatalk.biz.
9. DISCLAIMERS
9.1 THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY SEATALK OF ANY KIND EITHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEATALK DOES NOT WARRANT THAT THE SERVICES, THIS PLATFORM OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THIS PLATFORM AND/OR THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.
9.2 YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PLATFORM AND/OR THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.3 SEATALK HAS NO CONTROL OVER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOES NOT GUARANTEE OR ACCEPT ANY RESPONSIBILITY FOR: (A) THE FITNESS FOR PURPOSE, EXISTENCE, QUALITY, SAFETY OR LEGALITY OF ITEMS AVAILABLE VIA THE SERVICES; OR (B) THE ABILITY OF SELLERS TO SELL ITEMS OR OF BUYERS TO PAY FOR ITEMS. IF THERE IS A DISPUTE INVOLVING ONE OR MORE USERS, SUCH USERS AGREE TO RESOLVE SUCH DISPUTE BETWEEN THEMSELVES DIRECTLY AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELEASE SEATALK AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH DISPUTE.
10. EXCLUSIONS AND LIMITATIONS OF LIABILITY
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SEATALK BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR:
(i) (A) LOSS OF USE; (B) LOSS OF PROFITS; (C) LOSS OF REVENUES; (D) LOSS OF DATA; (E) LOSS OF GOOD WILL; OR (F) FAILURE TO REALISE ANTICIPATED SAVINGS, IN EACH CASE WHETHER DIRECT OR INDIRECT; OR
(ii) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS PLATFORM OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF SEATALK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO REQUEST FOR TERMINATION OF YOUR ACCOUNT AND/OR DISCONTINUE ANY USE OF THE SERVICES.
10.3 IF, NOTWITHSTANDING THE PREVIOUS SECTIONS, SEATALK IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE), THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE LESSER OF: (A) ANY AMOUNTS DUE AND PAYABLE TO YOU PURSUANT TO THE SEATALK GUARANTEE; AND (B) SG $100 (ONE HUNDRED SINGAPORE DOLLARS).
10.4 NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY SEATALK’S NEGLIGENCE, FOR FRAUD OR FOR ANY OTHER LIABILITY ON THE PART OF SEATALK THAT CANNOT BE LAWFULLY LIMITED AND/OR EXCLUDED.
11. YOUR CONTRIBUTIONS TO THE SERVICES
11.1 By submitting Content for inclusion on the Services, you represent and warrant that you have all necessary rights and/or permissions to grant the licenses below to SeaTalk. You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any Content contribution. You hereby grant SeaTalk and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform such Content contribution on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works) without need of attribution and you agree to waive any moral rights (and any similar rights in any part of the world) in that respect. You understand that your contribution may be transmitted over various networks and changed to conform and adapt to technical requirements.
11.2 Any Content, material, information or idea you post on or through the Services, or otherwise transmit to SeaTalk by any means (each, a "Submission"), is not considered confidential by SeaTalk and may be disseminated or used by SeaTalk without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. By making a Submission to SeaTalk, you acknowledge and agree that SeaTalk and/or other third parties may independently develop software, applications, interfaces, products and modifications and enhancements of the same which are identical or similar in function, code or other characteristics to the ideas set out in your Submission. Accordingly, you hereby grant SeaTalk and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to develop the items identified above, and to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform any Submission on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works). This provision does not apply to personal information that is subject to our privacy policy except to the extent that you make such personal information publicly available on or through the Services.
12. THIRD PARTY CONTRIBUTIONS TO THE SERVICES AND EXTERNAL LINKS
12.1 Each contributor to the Services of data, text, images, sounds, video, software and other Content is solely responsible for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with their Content contribution. As such, SeaTalk is not responsible to, and shall not, regularly monitor or check for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any contribution of Content. You will not hold SeaTalk responsible for any User's actions or inactions, including, without limitation, things they post or otherwise make available via the Services.
12.2 In addition, the Services may contain links to third party products, websites, services and offers. These third party links, products, websites and services are not owned or controlled by SeaTalk. Rather, they are operated by, and are the property of, the respective third parties, and may be protected by applicable copyright or other intellectual property laws and treaties. SeaTalk has not reviewed, and assumes no responsibility for the content, functionality, security, services, privacy policies, or other practices of these third parties. You are encouraged to read the terms and other policies published by such third parties on their websites or otherwise. By using the Services, you agree that SeaTalk shall not be liable in any manner due to your use of, or inability to use, any website or widget. You further acknowledge and agree that SeaTalk may disable your use of, or remove, any third party links, or applications on the Services to the extent they violate these Terms of Service.
13. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
(a) you possess the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these Terms of Service and to comply with its terms; and
(b) you will use the Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations.
14. FRAUDULENT OR SUSPICIOUS ACTIVITY
If SeaTalk, in its sole discretion, believes that you may have engaged in any potentially fraudulent or suspicious activity and/or transactions, we may take various actions to protect SeaTalk and our Users. The actions we may take include but are not limited to closing, suspending, or limiting your access to your Account or the Services, and/or refusing to provide the Services to you now and in the future.
15. INDEMNITY
You agree to indemnify, defend and hold harmless SeaTalk, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) the hosting, operation, management and/or administration of the Services by or on behalf of SeaTalk, (b) your violation or breach of any term of these Terms of Service or any policy or guidelines referenced herein, (c) your use or misuse of the Services, (d) your breach of any law or any rights of a third party, or (e) any Content uploaded by you.
16. SEVERABILITY
If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.
17. GOVERNING LAW
These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent applicable, are expressly disclaimed. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever shall arising out of or relating to these Terms of Service against or relating to SeaTalk or any Indemnified Party under these Terms of Service shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Section. There will be one (1) arbitrator and the language of the arbitration shall be English.
18. GENERAL PROVISIONS
18.1 SeaTalk reserves all rights not expressly granted herein.
18.2 SeaTalk may modify these Terms of Service at any time by posting the revised Terms of Service on this Platform. Your continued use of this Platform after such changes have been posted shall constitute your acceptance of such revised Terms of Service.
18.3 You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.
18.4 Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you and SeaTalk, nor does it authorise you to incur any costs or liabilities on SeaTalk’s behalf.
18.5 The failure of SeaTalk at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.
18.6 These Terms of Service are solely for your and our benefit and are not for the benefit of any other person or entity, except for SeaTalk's affiliates and subsidiaries (and each of SeaTalk's and its affiliates' and subsidiaries' respective successors and assigns).
18.7 The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the parties with respect to the Services and the Platform and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms of Service, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These Terms of Service may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.
18.8 If you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service or on the Platform, please contacts us at: contact@seatalk.biz.
LEGAL NOTICES: Please send all legal notices to legal@seatalk.biz and Attention it to the "General Counsel"
I HAVE READ THESE TERMS OF SERVICE AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “SIGN UP” “REGISTER” OR “CONNECT WITH FACEBOOK” BUTTON DURING REGISTRATION, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.
Last Updated: 13 January 2021