Terms of Use

1. Scope

1.1 This is an agreement between Newton Circus Pte Ltd, a company registered in Singapore with offices at 237 South Bridge Road, Singapore 058786 (“DEXTRA”) and you (“You).

1.2 DEXTRA provides our Members the opportunity to act as Challenge Hosts and/or Challenge Participants via the Website (http://challenges.dextra.sg), subject to the terms of service set out below.

1.3 THESE TERMS OF SERVICE CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN NEWTON CIRCUS PTE LTD (“DEXTRA”) AND YOU (“YOU”) REGARDING YOUR USE OF THE DEXTRA WEBSITE AND RELATED SERVICES. BY ACCESSING AND USING THE DEXTRA WEBSITE AND RELATED SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE AND DESIST FROM USING THE DEXTRA WEBSITE AND RELATED SERVICES.

2. Definitions and Interpretations

2.1. In this document, the following terms have the following meanings, unless the context otherwise requires:

(a) Agreement

    (i) these terms of service;
    (ii) any amendments subsequently made to these terms of service;
    (iii) any replacement or novation of this Agreement;
    (iv) terms incorporated into this Agreement by reference; and
    (v) any terms, conditions, rules, notices, disclaimers and policies contained elsewhere on the Website, excluding the Challenge Service Agreement,Confidential Information Agreement and Model License Agreement.

(b) Award

The award for the Winner of the Challenge as set out in the Challenge Statement.

(c) Challenge

Any challenge Posted on the Website.

(d) Challenge Host

In relation to a Challenge Posted on the Website, the Member who Posts the Challenge and/or engages DEXTRA to administer the Challenge on its behalf; a Member who avails of either clause 7.1 and/or 7.2.

(e) Challenge Participant

In relation to any Challenge posted on the Website, a Member who registers as a Challenge Participant, whether or not they submit an Entry.

(f) Challenge Service Agreement

A separate agreement between the Challenge Host and DEXTRA, in which the Challenge Host engages DEXTRA to administer the Challenge on its behalf, setting out the Challenge Statement and any related services including marketing, publicity, data formatting, data analysis and consulting.

(g) Challenge Statement

The details of a Challenge, including title, sponsoring company, duration, Award, Award criteria, description, rules, resources, frequently asked questions, Confidential Information Agreement, and preview of the standard Entry form.

(h) Confidential Information Agreement

The separate legal agreement between the Challenge Host and the Challenge Participant, to which DEXTRA is not a party.

(i) Entry

The submission by the Challenge Participant in response to a Challenge, including a Model and an offer by the Challenge Participant to form a legally binding Model License Agreement with the Challenge Host to license the submitted Model in consideration for the Award.

(j) Information

Any data, information, files, text, code, material, images, sounds, graphics, software, photos, designs, software downloads, goods, services documents, layouts, applet, CGI interfaces, descriptions, illustrations, catalogues, advertisements, audio and video material or specifications contained in or referred to in this Website, obtained through or via this Website, or available to be viewed by accessing any part of the Website (which may be out of date or superseded), whether it be obtained directly or indirectly, in any machine or human readable format. Without limiting the foregoing, ‘Information’ includes any Model or part thereof submitted through or via the Website.

(k) Intellectual Property Rights

All intellectual property rights of any type whatsoever throughout the world including all rights which subsist in copyright, patent rights, or trademark rights, whether or not such rights are registered or capable of being registered.

(l) Loss

Any direct, indirect, special, incidental or consequential liabilities, damages, claims, losses, costs, expenses, actions, demands or suits, whether in contract, tort (including negligence), statute or otherwise and whether pecuniary or nonpecuniary, including loss of profits, legal costs and defence or settlement costs.

(m) Member

Any person or entity who has registered as a DEXTRA member via the Website.

(n) Member Account

The Member’s online account with DEXTRA, which enables the Member to host and/or to participate in Challenges, including the Member’s username, email address, password, rating and feedback scores.

(o) Model

Any code, text, algorithm or series of algorithms, equation or series of equations, material, software, designs, documents, descriptions or specifications which is used, in whole or in part, directly or indirectly, in calculating, drafting, building, devising, calibrating, testing, evaluating, analyzing or generating an Entry, or which itself constitutes the whole or part of an Entry.

(p) Model License Agreement

The legally binding agreement between the Challenge Host and the Challenge Winner, to which DEXTRA is not a party.

(q) Post

Any addition, insertion or uploading of Information to the Website, as well as any submission or communication made through or via the Website. For the avoidance of doubt, this includes:

    (i) Registration as Member;
    (ii) In the case of a Challenge Host, all Challenge Statements posted by that Challenge Host; and
    (iii) In the case of a Challenge Participant, all Models and Entries submitted by that Challenge Participant.

(r) Privacy Policy

DEXTRA’s privacy policy as Posted on the Website at this page.

(s) Related Parties

A party’s officers, directors, employees, agents, service providers, contractors or subcontractors, family members, and/or entities that are controlled by, control, or are under common control with that party.

(t) Services

The services provided by DEXTRA via the Website, including the administration of all Challenges.

(u) Third Party Services

Services, websites and Information maintained by people and/or entities over whom DEXTRA has no control.

(v) Trade Secret

Any Information that satisfies the definition of “trade secret” established in either (i) the Economic Espionage Act of 1996, 18 U.S.C. §§ 1831-1839, § 1839(3) or (ii) the Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3.

(w) Website

Any web pages contained within the domain http://dextra.sg, any sub-domains, and all underlying software, infrastructure and processes that facilitates the administration of Challenges.

(x) Winner

In relation to a Challenge posted on the Website, the Member whose Entry is selected by the Challenge Host to be the winner.

(y) You

The person using the Website.

2.2. In the interpretation of this Agreement, unless the contrary intention appears:

    (a) The words ‘includes’ or ‘including’ mean ‘includes without limitation’ or ‘including without limitation’;
    (b) A reference to a ‘person’ or ‘entity’ includes a reference to an individual, group of individuals, corporation, firm, association or other entity;
    (c) The singular includes the plural and vice versa;
    (d) An agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally; and
    (e) Headings are inserted for convenience only and do not affect the interpretation of this Agreement.

3. Agreement to be Bound

3.1. Use of the Website is subject to this Agreement. You agree to be bound by this Agreement and any subsequent amendments to this Agreement, as set forth below.

3.2. DEXTRA reserves the right to modify this Agreement at its sole discretion at any time. In the event that modifications to this Agreement materially limit Your rights and/or expand Your obligations hereunder, DEXTRA will notify You electronically, such as by email or through the Website. Such modifications will take effect on the earlier of the date You indicate Your assent (by using the Website) or 14 days after DEXTRA’s notice. No modification of the Agreement will apply to any dispute between You and DEXTRA that arose prior to the effective date of the modification. If at any time You disagree with the Agreement or any modifications thereof, You may terminate this Agreement and shall cease and desist from using the Website. Your continued use of the Website after the revised Agreement becomes effective (such as following notice as set forth above) indicates that You have read, understood, and agreed to the revised Agreement. Any new or different terms supplied by You are specifically rejected by DEXTRA unless DEXTRA agrees to them in a written and signed letter specifically including Your offered terms.

3.3. In the event of any inconsistency between this Agreement and any Challenge Statement, this Agreement will prevail.

3.4. DEXTRA may alter the Website from time to time by adding or removing features. This Agreement will not be affected by any alterations to the Website.

4. Membership

4.1. In order to be a Challenge Host and/or Challenge Participant, You must register as a Member.

4.2 Membership is free.

4.3 Membership is available only to persons and entities who are able to form legally binding contracts under applicable law.

4.4 Without limiting clause 4.3 above, Membership is not available to:

    (a) Individuals under the age of 18 years;
    (b) Persons whose Membership has been permanently suspended or terminated under clause 4 below; or
    (c) Persons who are in or reside in countries that are prohibited by law, regulation, treaty or administrative act from entering into trade relations (including export of technology) with Singapore or its citizens.

4.5 When registering as a Member, You warrant to DEXTRA that:

    (a) if You are an individual, You are 18 years of age and You are registering as a Member on Your own behalf and in Your own name (and not on behalf of and/or in the name of another person);
    (b) if You are a corporation, You are a body corporate duly incorporated under the laws of the place of Your incorporation and have full legal capacity and power to enter into and perform Your obligations under this Agreement; and
    (c) You agree to act in good faith and in accordance with this Agreement.

4.6 No individual or entity may register more than once (for example, by using a different username) although a Member may act as both a Challenge Host and a Challenge Participant.

4.7 Your Member Account is personal to You and may not be sold, assigned or transferred to a third party. If You attempt to sell, assign or transfer Your User Account to a third party, DEXTRA may suspend or terminate Your Membership at its sole discretion.

4.8 Acceptance of Your registration of Membership is at the sole discretion of DEXTRA.

4.9 You are responsible for all use of the Website made using Your Member Account, whether or not You are aware of that use or could reasonably have been aware of that use.

4.10 You agree to notify DEXTRA immediately if You become aware of any unauthorized use of Your Member Account.

4.11 DEXTRA will communicate with You through the email address You provide in Your Member Account. You agree to notify DEXTRA within a reasonable time if there are any changes to Your personal and/or contact details. If You fail to notify DEXTRA of any changes to Your personal and/or contact details, You agree to waive any objection, claim, defense or recourse You might have had as a consequence of DEXTRA failing to communicate with You.

5. Termination of Membership

5.1 You may terminate or suspend Your Membership at any time, with or without cause, by notifying DEXTRA in writing via the email address mail@dextra.sg

5.2 DEXTRA may terminate or suspend Your Membership at any time, without notice, if it believes that:

    (a) You have breached this Agreement or any other applicable terms;
    (b) You have acted in a way which is unlawful, or which may create liability for You, DEXTRA, our Members, our internet service providers or any other supplier;
    (c) DEXTRA is unable to verify any information provided by You; or
    (d) Other Members give negative feedback about You which DEXTRA determines in its absolute discretion is worthy of termination.

5.3 DEXTRA may terminate or suspend Your Membership at any time, without cause, by notifying You in writing via Your email address,.

5.4 If DEXTRA terminates Your Membership, DEXTRA may permanently delete any Information Posted by You.

5.5 If DEXTRA suspends Your Membership, DEXTRA may permanently and/or temporarily delete and/or withdraw from Challenge consideration any Information Posted by You.

5.6 If Your Membership is terminated or suspended for any reason while You are a administering a Challenge as a Challenge Host, You are automatically and immediately deemed to abdicate your role as Challenge Host.

5.7 If Your Membership is terminated, either by You or by DEXTRA:

    (a) You are no longer authorized to access the Website;

    http://challenges.dextra.sg
    (b) All restrictions imposed on You, licenses granted by You, and all indemnities, disclaimers and limitations of liability set out in this Agreement, will survive.

6. Use of the Website

6.1 You agree that You will use Your User Account and the Website exclusively for the following purposes:

    (a) Administering and/or participating in Challenges designed to solve bona fide data challenges;
    (b) Building your data analytics skills; and
    (c) Engaging in discussion and community with other Members.

6.2 You warrant that Your use of the Website, including any Information You Post:

    (a) Is not illegal or fraudulent;
    (b) Is not false, inaccurate or misleading;
    (c) Does not impersonate any other person or entity;
    (d) Does not infringe any third party’s Intellectual Property Rights or other rights arising at law or otherwise;
    (e) Is not defamatory, libelous, threatening, harassing or otherwise objectionable;
    (f) Does not contain advertising, spam or other unsolicited communications;
    (g) Does not contain or disseminate viruses, malware, spyware or other destructive component;
    (h) Does not contain or disseminate obscene material, including pornography or descriptions of pornography;
    (i) Is not harmful to persons under the age of 18 years;
    (j) Does not manipulate, or attempt to manipulate, any Challenge;
    (k) Does not disrupt or interfere with the Website or any servers, software, hardware or equipment connected to or via the Website;
    (l) Does not hinder or prevent any other person from enjoying using the Website as intended; and
    (m) Will not create liability for DEXTRA or cause it to lose the services of its internet service providers or other suppliers, in whole or in part.

6.3 If DEXTRA believes that any use of the Website or Information Posted on the Website contravenes clause 6.2 (or any other provision of this Agreement), it may take any steps it deems necessary to protect itself or third parties against any Loss. To the maximum extent permitted by law, DEXTRA will not be liable for any Loss to any person arising from the removal of Information under this clause.

7. Challenge Hosts’ Obligations

7.1 You may engage DEXTRA to administer Challenges on Your behalf.

7.2 You may administer Your own Challenges via the Website.

7.3 If You avail of clause 7.1 or 7.2, You are a Challenge Host and Your agree to the additional terms set out in clauses 7.4-7.20.

7.4 You must design Your Challenge for the dominant purpose of solving a bona fide data problem.

7.5 You must ensure the Challenge Statement and Rules includes:

    (a) All Information necessary to understand and solve the Challenge;
    (b) All selection criteria used to determine the Winner;
    (c) The Award;
    (d) A Confidential Information Agreement;
    (e) A list of Members and/or classes of Members prohibited registering for Your Challenge or accessing Challenge Information (for example, based on criteria including current employer, past employer, age, gender, nationality and/or degrees earned);
    (f) All terms that govern the relationship between You and Challenge Participants during the Challenge; and
    (g) A template Entry form, including required text for the Challenge Participant’s Model License Agreement offer.

7.6 You agree to be bound by the Your Challenge Statement and by any other statements or representations You make in relation to the Challenge, whether made directly or indirectly, in writing or orally, by or for You.

7.7 You agree that DEXTRA may announce and promote Your Challenge to Members, the general public, specific groups and/or individuals that are not Members.

7.8 You may announce and promote Your Challenge to the general public, specific groups and/or individuals that are not Members.

7.9 You must prohibit and restrain Your Related Parties from acting as Challenge Participants or winning an Award, unless permitted in writing by DEXTRA and clearly stated in the Challenge Statement.

7.10 You must not communicate with any Challenge Participant or group of Challenge Participants, directly or indirectly, via any communication channel other than the Website, including but not limited to email, Facebook, LinkedIn and Twitter.

7.11 If you wish to communicate with any Challenge Participant or group of Challenge Participants, you may do so by:

    (a) Publishing your message in the Frequently Asked Questions (FAQ) section of your Challenge page on the Website; and/or
    (b) Requesting that DEXTRA deliver the message on Your behalf via the Website, email, Facebook, LinkedIn and/or Twitter. DEXTRA may at its sole discretion agree or refuse to deliver the message.

7.12 With respect to any Challenge You administer, You may accept more than one or more Challenge Participant’s offer to form a legally binding Model License Agreement.

7.13 With respect to each and every Challenge Participant’s offer that You accept, You:

    (a) Must declare that Challenge Participant as a Challenge Winner;
    (b) Acknowledge that You are accepting an offer to form a legally binding Model License Agreement with the Challenge Participant to license the submitted Model in consideration for the Award.
    (c) Accept that you are liable to pay each Challenge Winner the full Award as set out in the Challenge Statement and Model License Agreement;

7.14 With respect to each and every Challenge Participant’s offer that You do not accept, You must not use, copy, distribute, adapt, remix, transform, build upon or reverse engineer the Model for any purpose whatsoever without the express written consent of the Challenge Participant.

7.15 In the event that no Challenge Participant, individually or as a team, has submitted an Entry that fulfills the minimum criteria set out in the Challenge Statement and Rules, no Award will be paid, and no contract between You and the Winner will be formed.

7.16 You must not cancel Your Challenge prior to its conclusion.

7.17 If You wish to cancel Your Challenge, you may abdicate your role as Challenge Host by notifying DEXTRA in writing.

7. 18 If You abdicate your role as Challenge Host under either clause 5.6 or 7.16, You agree:

    (a) You will forfeit all money paid and/or delivered to DEXTRA in relation to the Challenge, including Challenge service fee charged by DEXTRA and the Award reserved for the Challenge Winner; and
    (b) DEXTRA may at its sole discretion cancel Your Challenge, or continue to administer Your Challenge, select a Winner and deliver to the Winner the Award.

7.19 You acknowledge and accept:

    (a) DEXTRA does not guarantee a minimum number of Challenge Participants;
    (b) DEXTRA does not guarantee a minimum number of Entries or any standard of quality of Entries.
    (c) DEXTRA does not warrant or guarantee any Challenge Participant has Intellectual Property Rights in any Information in any Entry.
    (d) DEXTRA does not have the right to license the winning Entry and/or transfer any Intellectual Property Rights in any Model or any Post to the Challenge Host.

7.20 You warrant that any Information provided by You has not been obtained:

    (a) By fraud;
    (b) In breach of any copyright, trademark or other Intellectual Property Right;
    (c) In breach of any right arising under applicable law or any agreement entered into by You; or
    (d) In any way that may create liability for DEXTRA, its Members, its internet service provider or any other suppliers.

8. Challenge Participants’ Obligations

8.1 You may register for Challenges via the Website.

8.2 If You avail of clause 8.1, You are a Challenge Participant and Your agree to the additional terms set out in clauses 8.3-8.15.

8.3 As per clause 7.5(e), a Challenge Host may prohibit certain Members or classes of Members from registering for any Challenge or accessing any Challenge Information; if You are prohibited from registering for any Challenge or accessing any Challenge Information, You must not act in any manner that is or that DEXTRA may consider to be in contravention of that prohibition, whether directly or indirectly.

8.4 You must agree to the Confidential Information Agreement set out in the Challenge Statement in order to register for the Challenge and/or access any Challenge Information provided by the Challenge Host.

8.5 You must not act in any manner that is or that DEXTRA may consider to be in contravention of the Confidential Information Agreement.

8.6 You may contact the Challenge Host via the email provided in the Challenge Statement; however, as per clauses 7.10 and 7.11, the Challenge Host will not reply to You individually and/or directly.

8.7 You must not contact any Challenge Host for the purpose of circumventing any Challenge and/or making an offer other than an official Entry in response to the Challenge on the Website.

8.8 You may submit one or more Entry in response to any Challenge for which you are registered as a Challenge Participant.

8.9 With respect to each Entry You submit, You:

    (a) Acknowledge that You are making an offer to form a legally binding Model License Agreement with the Challenge Host to license the submitted Model in consideration for the Award.
    (b) Acknowledge that if the Challenge Host selects You as the Winner, the Challenge Host is accepting Your offer to form a legally binding Model License Agreement.
    (c) Warrant that the Model contained therein is wholly your intellectual property, and that You have the right to license the Model without limitation;
    (d) Warrant that any Model and/or Information provided by You has not been obtained:
      (i) By fraud;
      (ii) In breach of any copyright, trademark or other Intellectual Property Right;
      (iii) In breach of any right arising under applicable law or any agreement entered into by You; or
      (iv) In any way that may create liability for DEXTRA, its Members, its internet service provider or any other suppliers.
      (e) Agree that the Entry will be deemed to have been lodged at the time that it is received by DEXTRA, and that DEXTRA is not responsible for any Entry not being received due to technical reasons or otherwise.

8.10 DEXTRA does not endorse or guarantee the accuracy of any leader board appearing in connection with a Challenge.

8.11 Leader boards are designed for the sole purpose of encouraging Challenge Participants and visualizing competition.

8.12 Leader boards do not make any representation and do not create any entitlement to any Award.

8.13 DEXTRA does not control the decisions of the Challenge Host; any claims You may have in relation to the Challenge Statement and/or Challenge Information, or the decisions of the Challenge Host (including the ranking of Participants and selection of the Winner), must be made against the Challenge Host.

8.14 DEXTRA does not guarantee the availability of any Award;

8.15 DEXTRA is not liable to pay any Award; You must look solely to the Challenge Host for payment of any Award;

9. DEXTRA’s Relationship with Challenge Hosts and Challenge Participants

9.1 DEXTRA is not involved in any way in the formation of any contract between the Challenge Host and the Challenge Participant, including the Confidential Information Agreement and the Model License Agreement.

9.2 DEXTRA will not act as an agent for the Challenge Host and/or the Challenge Participant.

9.3 All Challenges will be conducted entirely between the Challenge Host and the Challenge Participant, except as otherwise explicitly set out to in this Agreement.

9.4 DEXTRA has no control over, and makes no warranties in respect to, the accuracy or truth, utility or ownership of any Challenge Statement, Challenge Information, Post on the Website or Entry.

9.5 DEXTRA has no ability to compel Challenge Hosts and/or Challenge Participants to perform their respective obligations arising pursuant to any contract between the Challenge Host and the Challenge Participant, including the Confidential Information Agreement and the Model License Agreement.

9.6 DEXTRA will have no liability whatsoever resulting from any failure of Challenge Hosts and/or Challenge Participants to perform obligations arising pursuant to any contract between the Challenge Host and the Challenge Participant, including the Confidential Information Agreement and the Model License Agreement.

10. Tax

10.1 All Awards are inclusive of any tax, levy or other charge that may arise under any applicable law.

10.2 If You are selected as the Winner of any Challenge, You agree that You will not be entitled to demand any additional payment by reason of the Award being subject to any tax, levy or other charge in any jurisdiction.

11. Limitation of Liability

11.1 TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DEXTRA AND ITS RELATED PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE WEBSITE, ITS CONTENT AND ITS RELATED SERVICES ARE PROVIDED “AS IS”, AND DEXTRA DOES NOT WARRANT THAT THE WEBSITE AND ITS RELATED SERVICES AND THE INFORMATION PROVIDED THROUGH IT, INCLUDING THE ENTRIES AND MODELS, TO BE AVAILABLE, ACCURATE, USEFUL, OR FREE OF ERRORS, OMISSIONS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT YOU MAY HOWSOEVER SUFFER, INCLUDING BUT NOT LIMITED TO DAMAGE TO YOUR EQUIPMENT, SOFTWARE, LOSS OF INFORMATION, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS OR USE OF THE WEBSITE (INCLUDING THE SERVICES).

11.2 UNDER NO CIRCUMSTANCES WILL DEXTRA BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES HOWSOEVER ARISING OR RELATED TO YOUR ACCESS OR USE OF THE WEBSITE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF OPPORTUNITIES, REPUTATIONAL HARM, LOSS OF REVENUE OR LOSS OF ANTICIPATED SAVINGS, EVEN IF DEXTRA OR A DEXTRA AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARE SOUGHT IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11.3 Without limiting the generality of the foregoing, You agree that DEXTRA and Infocomm Development Authority of Singapore (IDA) are not responsible for any Loss (whether direct or indirect) arising out of, or in any way connected with:

    (a) Delay or inability to access or use this Website;
    (b) Reliance on any Challenge Information or other Content;
    (c) The transmission of any computer virus, however occurring;
    (d) Any unauthorized access to, modification or alteration of Content;
    (e) Any Information sent or received or not sent or received;
    (f) Any transaction entered into through this Website;
    (g) Any infringement of rights, including Intellectual Property Rights;
    (h) Any threatening, defamatory, obscene, offensive, harmful, inappropriate or illegal Content or conduct of any party;
    (i) Any Content sent by any third party using and/or included in this Website;
    (k) Termination of Your Membership;
    (l) Any delays, interruptions, inaccuracies, errors, omissions or cessation of services;
    (m) Claims made against You by other Members.

11.4 Without limiting the generality of clauses 12.1 to 12.3, in the event that DEXTRA’s liability to You cannot be fully excluded, DEXTRA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE WEBSITE OR RELATED SERVICES (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) WILL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR USING THE WEBSITE DURING THE 12 MONTHS PRECEDING YOUR CLAIM, OR, IF NO AMOUNT WAS PAID, SUCH LIABILITY WILL BE LIMITED TO $1,000. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

11.5 Without limiting the generality of clauses 12.1 to 12.4 above, you further agree that DEXTRA and its third party providers will not be liable or responsible for any failure in, or delay to, the provision of the Services or in DEXTRA complying with its obligations under this Agreement where such failure or delay has arisen as a direct or indirect result of:

    (a) Fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or industrial strike;
    (b) Telecommunications failure, hardware failure or software failure;
    (c) The failure of any third party to fulfill any obligations to DEXTRA; or
    (d) Any other circumstance or event which is or is not within the reasonable control of DEXTRA

12. Indemnity

12.1 You agree to indemnify and hold DEXTRA, the Infocomm Development Authority of Singapore (IDA) and its Related Parties harmless from:

    (a) All claims and Losses (including legal fees) due to or arising out of or in connection with Your Posts, Challenges, Challenge Statements, Challenge Information, Entries, Models and other Information (as applicable);
    (b) Your use of the Website; or
    (c) Your breach of this Agreement in any manner whatsoever.

13. Access to the Site outside Singapore

13.1 DEXTRA does not represent or warrant that the content on the Website complies with the laws of any country outside of Singapore. If You access the Website from outside the Singapore, You do so at Your own risk.

14. Intellectual Property

14.1 You acknowledge that, as between the parties, DEXTRA is the owner of all Intellectual Property Rights in and to the Website (excluding Posts). You acknowledge that You have no Intellectual Property Rights in or to the Website except for a limited license to use as necessary to administer and/or participate in Challenges.

14.2 If You are selected as a Winner, the use of Your Entry (and the transfer of Intellectual Property Rights in relation to Your Entry) will be governed by a separate contract between You and the Challenge Host in accordance with the Model License Agreement.

14.3 You acknowledge that all text, graphics, user interfaces, photographs, trademarks, logos and artwork, including the design, structure, selection, coordination, expression, ‘look and feel’ and arrangement of such Information, provided by DEXTRA or its licensors on the Website is owned or licensed by or to DEXTRA and is protected by applicable copyright, patent and trademark laws and various other Intellectual Property Rights and unfair Challenge laws. No such Content can be copied, publicly displayed, modified, sold, licensed or distributed in any way by You without DEXTRA’s prior written consent.

14.4 If You have a good faith belief, based on reasonable legal analysis that takes into account fair use considerations, that certain Information (including any Posts) on the Website is infringing your Intellectual Property or any other rights, You shall promptly send DEXTRA a notice detailing the basis of Your opinion, and DEXTRA shall consider Your notice and take any action it deems legally necessary based on the evidence You and/or the source of such Information may provide, including when applicable removing that Information.

15. Third Party Sites

15.1 From time to time, DEXTRA may provide, or any Information may contain, links to Third Party Sites and resources. You acknowledge that:

    (a) DEXTRA has no control over Third Party Sites and resources;
    (b) DEXTRA is not responsible for the availability of such external sites or resources; and
    (c) DEXTRA does not endorse and are not responsible for any content, advertising, products, services or other materials on or available from such sites or resources.

15.2 You acknowledge and agree that DEXTRA will not be responsible or liable, directly or indirectly, for any Loss caused or alleged to be caused by or in connection with Your use of or reliance on any Content or material available on or through any Third Party Sites or resource.

16. Governing Law and Dispute Resolution

16.1 All matters relating to the Website and this Agreement are governed by and construed in accordance with the laws of Singapore, without regard to any conflict-of-laws principles. All parties to this Agreement agree unconditionally to submit to the exclusive jurisdiction of the courts of Singapore, in relation to all matters arising out of or in any way connected with this Agreement or the Website.

16.2 In the event of any claim or dispute howsoever arising from this Agreement, the Website and/or any related agreements or terms and conditions, the claiming party must first notify the other party in writing of its claim or dispute (“Notice”), and thereafter both parties must negotiate in good faith possible amicable resolutions. Should both parties fail to reach an agreement to settle within thirty (30) days after the Notice was received, either party may submit the matter for final adjudication and resolution by the Courts of Singapore. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought.

16.3 Notwithstanding Clause 16.2 above, the parties agree that after the expiry of the 30 days’ good faith negotiation period as set out in clause
16.4 Nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to:

    (a) Bring an individual action in the Small Claims Tribunal of Singapore,
    (b) Pursue enforcement actions through applicable Singapore government agencies where such actions are available,

    (c) Seek injunctive relief in the Courts of Singapore,
    (d) File suit in a Court of Singapore to address intellectual property infringement claims or
    (e) If You are a Challenge Host, resolve any dispute that primarily relates to the applicable Consulting Agreement pursuant to the provisions of said agreement.

16.5 YOU AND DEXTRA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

17. Miscellaneous

17.1 As defined in clause 1.1, this Agreement is the entire agreement between You and DEXTRA relating to the subject matter herein, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between You and DEXTRA with respect to said subject matter. This Agreement shall not be modified except in a writing signed by both parties, or by a change made as provided in clause 3.2. If any provision of this Agreement is invalid or unenforceable, such invalidity or unenforceability will not affect the remainder of this Agreement, which is severable from said provision and will remain in full force and effect.

17.2 If You breach any provision of this Agreement and DEXTRA has knowledge (either actual or constructive) of that breach, a failure to pursue legal action or to enforce any remedy against You will not constitute a waiver of its legal rights. Any waiver of rights under this Agreement must be in writing and signed by DEXTRA.

17.3 DEXTRA may assign its rights and novate or transfer obligations which arise under this Agreement. You must not assign, novate or otherwise transfer Your rights or obligations under this Agreement without the prior written consent of DEXTRA. Any assignment attempted in violation of this clause shall be void.

17.4 Save for the rights and benefits of IDA as set out in clauses 12 and 13, a party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act to enforce any term of this Agreement’.

17.5 The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.

17.6 Unless otherwise requested in writing by You, DEXTRA may refer to You and Your corporate identity (if applicable) as part of promoting the Website and DEXTRA in the marketplace.

17.7 DEXTRA accepts Information Posted by Members in good faith and on the basis of warranties provided by Members. It is Your responsibility at all times to investigate and become satisfied as to the accuracy of the information provided by any other party (including all Members) on the Website. DEXTRA at no time makes any representations as to the accuracy of any information provided on the Website.

17.8 You acknowledge and agree that to the extent that this Agreement relates to a Challenge, a prospective Challenge or any Post, this Agreement is intended to also be for the benefit of the Challenge Host, the Challenge Participants and other Members, who are entitled to enforce the provisions of this Agreement against You.

17.9 All notices, requests, demands, consents, approvals, offers, agreements or other communications (“notices”) given by You to DEXTRA must be emailed to DEXTRA at
mail@dextra.sg

Last updated: 27 Apr 2015

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