These terms of service (“Terms”) contains the terms and conditions on which the WebOrion® Business SaaS web security service (the “Service”) is offered to you.
Please read the Terms carefully before using the site or the Service. By accessing the site, creating an account and/or using the Service (which shall include any trial or evaluation period), you agree to be bound by these Terms. If you are using the site and/or the Service on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf. If you are an individual, you must be 18 years of age or older to use the Service. By registering for an account, you represent and warrant that any information that you submit is true and accurate, that you are 18 years of age or older and/or (where you represent an entity) are authorized to accept these Terms on such entity’s behalf, and you are (and the entity is) fully able and competent to enter into, and abide by these Terms. You further agree to (i) provide accurate, current and complete information about you as may be prompted by any signup, login and/or registration forms within our registration process (“Registration Data”); (ii) maintain the security of your password and identification; (iii) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; (iv) accept all risks of unauthorized access to the Registration Data and any other information you provide to us; and (v) notify us immediately of any unauthorized use of your account or any other breach of security.
We reserve the right to change these Terms and your use of the site and the Service will be subject to the most current version of these Terms posted on the Site. Our acceptance of your use of the site and/or the Service is expressly conditioned upon your assent to all of the Terms.
1. Information About Us
The Service is offered by Banff Cyber Technologies Pte Ltd (Registration No. 201221195G) (“us”, “our” or “we”), a Singapore registered company with a place of business at 79 Ayer Rajah Crescent, #01-03, Singapore 139955.
2. Our Obligations
We shall use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week with an uptime of ninety nine percent (99%) per year (the “Service Level”). Notwithstanding the foregoing, we do not warrant that access to the site or the provision of the Service will be uninterrupted, or that the Service, site materials or user content are error-free, that defects will be corrected, that data will not be lost or that the site, the server that makes such content available, or the websites monitored are free of viruses or other harmful components. In addition, where necessary, we may have either up to four (4) hours of scheduled minor maintenance per month or up to eight (8) hours of scheduled major maintenance every two (2) months. For the avoidance of doubt, the calculation of down time shall not include any scheduled maintenance.
3. Your Obligations
4 Charges and Payment
The Service may be charged either on a one-time prepaid or subscription basis. Monthly recurring subscription fees will usually be charged on the first (1st) day of each calendar month. Fees may change from time to time (such as future subscription fees, fees for new services or temporary fee changes for promotional events) and such changes are effective upon posting the changes on the site. You authorize us or our third party payment processors (such as PayPal or similar payment gateways) to charge the credit card identified by you for the full amount of the applicable fees and all applicable taxes, and you represent and warrant that you are authorized to use such credit card or payment portal for the purpose of purchasing the Service. If we do not receive payment from your credit card provider or our third party payment processors, you agree to pay all amounts due upon demand, and acknowledge that we may suspend your access to the Service in the event such amounts are not paid in a timely manner.
5. Proprietary Rights
5.1 You acknowledge and agree that we and/or our licensors are the owners of all intellectual property rights in the site, the Service and the site materials. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the site, the Service, the site materials, third party content or any user content posted by others.
5.2 You are granted a limited, revocable, non-sublicensable license to access our site and use the Service for your personal, informational, internal and non-commercial use only. You shall not: (i) resell or make any commercial use of the site, the Service, the site materials, third party content or any user content posted by others (or any portion thereof), unless expressly authorized in writing by us or the owners of such content; (ii) distribute, publicly perform or publicly display any site materials (or any portion thereof); (iii) modify or otherwise make any derivative uses of the site, the Service, the site materials, third party content or any user content posted by others (or any portion thereof); (iv) use any data mining, scraper, spider robots or similar data gathering or extraction methods to access, monitor or copy any site materials or other content or information used by the site or the Service; (v) violate the restrictions in any robot exclusion headers on the site or the Service or bypass or circumvent other measures used to prevent or limit access to the site or the Service; (vi) take any action that imposes, or may, in our opinion, impose an unreasonable or disproportionately large load on our infrastructure; (vii) deep-link to any portion of the Service for any purpose, unless expressly authorized in writing by us; (viii) “frame”, “mirror” or otherwise incorporate any part of the site or the Service into any other web site, unless expressly authorized in writing by us; or (ix) use the site, the Service or the site materials other than for their intended purpose and as expressly permitted by these Terms. Any unauthorized use of the site, the Service or the site materials in violation of these Terms will terminate the license granted and we reserve the right to revoke your authorization to access or use the site if we believe in good faith that you have violated these Terms or any laws whatsoever.
5.3 You retain full copyright in any materials on your website. However, depending on the Service you select, we may modify the content of your site. For example, you acknowledge we may:
5.4 Unless you notify us otherwise in writing, you agree that during and after the term of Service we may use your name, trade name, trademark or logo solely for the purposes for identifying you as a current or past user of our Service.
7. Disclaimer and Limitation of Liability
7.1 The site, the Service, the site materials and all user content are provided “as is”, with no warranties whatsoever. We expressly disclaim to the fullest extent permitted by law all express, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights, and any warranties regarding the accuracy, security, reliability, timeliness, availability, compatibility and performance of the site, the Service, the site materials and the user content. We disclaim any warranties for services, goods, information or advice received through any links displayed on the site or any websites monitored by the Service, or associated with any the site materials or user content. Your use of the site, the Service, the site materials and all user content shall be at your sole risk.
7.2 You hereby irrevocably waive any claim against us, our affiliates, shareholders, directors, officers, employees and agents with respect to the site, the Service, the site materials and the user content and any content you provide to third parties (including credit card and other personal information).
7.3 We, our officers, directors, employees, affiliates and agents shall not be liable for any direct, indirect, incidental, special, punitive, or consequential damages (including but not limited to loss of profits, sales or business revenue, business interruption, loss of business opportunity, goodwill or reputation) or any indirect or consequential loss or damage whatsoever resulting from, any:
7.4 The foregoing disclaimer and limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. This allocation of risk under these terms is an essential basis of the bargain between you and us. The limitations in this section shall apply even if any limited remedy fails of its essential purpose. This Clause 7 shall survive any termination of these Terms or any term of Service.
7.5 The foregoing disclaimer and limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. This allocation of risk under these terms is an essential basis of the bargain between you and us. The limitations in this section shall apply even if any limited remedy fails of its essential purpose. This Clause 7 shall survive any termination of these Terms or any term of Service.
8. Terms and Termination
8.1 These Terms shall commence on the date that you create an account with us, and shall continue:
8.2 You agree that we may immediately terminate your access to the Service (without opportunity for cure) if any of the following circumstances occur:
You agree that any terminations under this Clause shall be made at our sole discretion and we shall not be liable to you or any third party for any termination of your account, access to the Service, or any disruption to your services such a termination may cause.
8.3 All sales are final, and we will not issue any refunds, including refunds for prepaid monthly fees.
8.4Subject to Clause 8.3 above, termination of these Terms shall not affect any rights that you or we may have as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
9. Right To Vary The Terms
9.1The form and nature of the site and the Service may change from time to time, or we may stop (permanently or temporarily) providing the site and/or the Service (or any features within the site and/or the Service) to you or to users generally, and we may not be able to provide you with prior notice. We reserve the right to create limits on your use and storage of user content at our sole discretion at any time without prior notice to you.
9.2 You agree that we may revise the Terms from time to time to reflect changes in relevant laws and regulatory requirements, or how payment is accepted from you.
10. Events Outside Our Control
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an event outside our control (“Force Majeure Event”). A Force Majeure Event is defined below in Clause 10.2.
10.2 A Force Majeure Event means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
10.3 If a Force Majeure Event takes place that affects the performance of our obligations under these Terms, such obligations will be suspended and the time for performance of the obligations will be extended for the duration of the Force Majeure Event.
Any failure by us to insist that you perform any of your obligations under these Terms, or to enforce our rights against you, or delays in doing so, will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. This Clause 11 shall survive any termination of these Terms or any term of Service.
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
13. Entire Agreement
These Terms constitute the whole agreement between us and supersede any previous arrangement, understanding or agreement between us. Both you and we acknowledge and agree that in entering into these Terms, you and we do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms, other than as expressly set out herein.
We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
15. Third Party Rights
These Terms are between you and us. No other person shall have any rights to enforce any of these Terms, whether under the Contracts (Rights of Third Parties) Act (Cap 53B) or otherwise. This Clause 15 shall survive any termination of these Terms or any term of Service.
17. Governing Law and Jurisdiction
These Terms are governed by Singapore law. Any dispute between us shall in the first instance be referred to our representatives for resolution. If such efforts fail, then the dispute shall be referred to binding arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre in force at such time. The arbitration tribunal shall consist of one (1) arbitrator chosen by the Singapore International Arbitration Centre under its rules if we cannot otherwise agree upon an arbitrator. This Clause 17 shall survive any termination of these Terms or any term of Service.