Last Updated: July 31, 2018
This Ceito Services Agreement ("Agreement") is a legal agreement between Ceito Pte. Ltd. ("Ceito", "us", or "we") and the entity or person ("you", "your", or "user") who registered to receive certain data, technology and analytics services, and other business services that may be offered by Ceito and its affiliates (each, a "Service"). This Agreement describes the terms and conditions that apply to your use of the Services.
If you do not understand any of the terms of this Agreement, please contact us before using the Services.
You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.
Section A: General Terms1. Overview of this Agreement
This Agreement provides a general description of the Services that Ceito may provide to you, including those that allow you to conduct an Initial Token Offering, Token Generation Event, and similar offerings (collectively "ITO"s) for purchasers of your tokens to your organization (your "Backers"). We provide you with a more detailed description of the Services and additional resources we make available to you on our website.
Before using the Services, you must register with Ceito to create an account (a "Ceito Account").
Section A describes the process of registering for and using your Ceito Account.
Section B describes your use of the Services.
Section C describes proper handling, management, and use of data generated during your use of the Services, including your Backers' data.
Finally, Section D describes your liability to Ceito for all losses connected with your Ceito Account, your agreement to resolve all disputes with Ceito by arbitration and not in a lawsuit, and other legal terms that apply to you.2. Your Ceito Account
a. Registration and Permitted Activities: Only businesses, bona fide charitable organizations, and other entities or persons located in Singapore are eligible to apply for a Ceito Account to use the Services described in this Agreement. Ceito and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements.
To register for a Ceito Account, you or the person or people submitting the application (your "Representative") must provide us with your business or trade name, address, email, phone number, business and/or tax identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your Ceito Account administrator. Until you have submitted, and we have reviewed and approved, all required information, your Ceito Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.
b. Business Representative: You and your Representative individually affirm to Ceito that your Representative is authorized to provide the information described in this Section A.2 on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative's authority. Without the express written consent of Ceito, neither you nor your Representative may register or attempt to register for a Ceito Account on behalf of a user Ceito previously terminated from use of the Services.
c. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative's identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals.
You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Ceito Account. Ceito may periodically update this information as part of our underwriting criteria and risk analysis procedures.
d. Changes to Your Business, Keeping your Ceito Account Current: You agree to keep the information in your Ceito Account current. You must promptly update your Ceito Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your Ceito Account or terminate this Agreement if you fail to keep this information current. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a "Bankruptcy Proceeding"); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.3. Your Relationship with Your Backers
You may only use the Services for legitimate ITO for your Backers. You know your Backers better than we do, and you are responsible for your relationship with them. Ceito is not responsible for the tokens you publicize or sell, or that your Backers purchase using the Services. You affirm that you are solely responsible for the nature and quality of the tokens you provide.4. Fees and Fines
Ceito will provide the Services to you at the rates and for the fees ("Fees") described on the Pricing page, linked here and incorporated into this Agreement. We may revise the Fees at any time.
You are also obligated to pay all taxes, fees a nd other charges imposed by any governmental authority ("Taxes"), including any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.5. Services and Ceito Account Support
We will provide you with support to resolve general issues relating to your Ceito Account and your use of the Services.
You are solely responsible for providing support to Backers regarding sales, refunds, and any other issues related to your tokens and business activities. We are not responsible for providing support for the Services to your Backers.6. Taxes and Other Expenses
Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of your tokens, or payments you receive in connection with your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide us with information regarding your tax affairs.
We may send documents to you and tax authorities for ITOs processed using the Services. Specifically, pursuant to applicable Law, we may be required to file periodic informational return with taxing authorities in relation to your use of the Services.7. Service Requirements, Limitations and Restrictions
a. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations ("Laws") applicable to your use of the Services and to the conduct of ITOs. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to ITOs.
b. Prohibited Businesses and Activities: You may not use the Services to enable any person (including you) to benefit from any activities Ceito has identified as a prohibited project or activity (collectively, "Prohibited Projects"). Prohibited Projects include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by Singapore.
Please review the list of Prohibited Projects at thoroughly before registering for and opening a Ceito Account. If you are uncertain whether a category of business or activity is prohibited or have questions about how these restrictions apply to you, please contact us. We may add to or update the Prohibited Project List at any time.
c. Other Restricted Activities: You may not use the Services to facilitate illegal ITOs or to permit others to use the Services for personal, family or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public Ceito systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Backers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.8. Suspicion of Unauthorized or Illegal Use
We may refuse, condition, or suspend any ITOs that we believe: (i) may violate this Agreement or other agreements you may have with Ceito; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, Ceito, or others to risks unacceptable to Ceito. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Ceito Account, your Backers, and ITOs made through your use of the Services.9. Disclosures and Notices; Electronic Signature Consent
a. Consent to Electronic Disclosures and Notices: By registering for a Ceito Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from Ceito ("Notices"), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
b. Methods of Delivery: You agree that Ceito can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your Ceito Account. Notices may include notifications about your Ceito Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.
c. SMS and Text Messages: You authorize us to provide Notices to you via text message to allow us to verify your or your Representative's control over your Ceito Account (such as through two-step verification), and to provide you with other critical information about your Ceito Account. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications in the Dashboard by responding to any such message with "STOP", or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important Security Controls (as defined below) on your Ceito Account and may increase the risk of loss to your business.
d. Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us and we can find another means of delivery.
e. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Ceito Account.10. Termination
a. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or Ceito. If you use the Services again or register for another Ceito Account, you are consenting to this Agreement. We may terminate this Agreement or close your Ceito Account at any time for any reason by providing you Notice. We may suspend your Ceito Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your Ceito Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any Law; or (iv) we are otherwise entitled to do so under this Agreement.
b. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) stop accepting contributions to current ITO, and (ii) immediately remove all Ceito logos from your website. Your continued or renewed use of the Services after all Termination serves to renew your consent to the terms of this Agreement.
In addition, upon termination you understand and agree that (i) all licenses granted to you by Ceito under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.
Section B: Ceito Dashboard1. Dashboard
You may manage your Ceito Account, connect with other service providers, and enable additional features through the Ceito management dashboard ("Dashboard"). The features of the Dashboard may be updated and can be accessed on our Features page. We may add to or update the Features List at any time.2. Ownership of Ceito IP
Ceito and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API, Services, Dashboard, and Documentation (collectively, "Ceito IP") or any copies thereof. Ceito IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in Ceito IP not expressly granted to you in this Agreement are reserved.
You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our API, our platform, or any other component of our products or services ("Ideas"). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that Ceito has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.3. License
You are granted a non-exclusive and non-transferable license to electronically access and use the Ceito IP only in the manner described in this Agreement. Ceito does not sell to you, and you do not have the right to sublicense the Ceito IP. We may make updates to the Ceito IP or new Services available to you automatically as electronically published by Ceito, but we may require action on your part before you may use the Ceito IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms). Ceito may revoke or terminate this licence at any time if you use Ceito IP in a manner prohibited by this Agreement.
You may not: (i) claim or register ownership of Ceito IP on your behalf or on behalf of others; (ii) sublicense any rights in Ceito IP granted by us; (iii) import or export any Ceito IP to a person or country in violation of any country's export control Laws; (iv) use Ceito IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.4. Ceito Marks; References to Our Relationship
We may make certain Ceito logos or marks ("Ceito Marks") available for use by you and other users to allow you to identify Ceito as a service provider. To use Ceito Marks, you must first agree to the Ceito Trademark and Copyright Usage Agreement. Ceito may limit or revoke your ability to use Ceito Marks at any time. You may never use any Ceito Marks or Ceito IP consisting of trademarks or service marks without our express permission, or in a manner that may lead people to confuse the origin of your products or services with ours.
During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as a Ceito user. If you do not want us to identify you as a user, please contact us. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and Ceito. Upon termination of your Ceito Account, both you and Ceito will remove any public references to our relationship from our respective websites.5. Content
You may use the Services to upload or publish text, images, and other content (collectively, "Content") to your Ceito Account and to third-party sites or applications but only if you agree to obtain the appropriate permissions and, if required, licenses to upload or publish any such Content using the Services. You agree to fully reimburse Ceito for all fees, fines, losses, claims, and any other costs we may incur that arise from publishing illegal Content through the Services, or claims that Content you published infringes the intellectual property, privacy, or other proprietary rights of others.
Section C: Data Usage, Privacy, and Security1. Data Usage Overview
Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities, and it should be yours too. This section describes our respective obligations when handling and storing information connected with the Services. The following terms used in this section relate to data provided to Ceito by you or your Backers, or received or accessed by you through your use of the Services:
"Personal Data" means information, whether true or not, about a specific person (not a company, legal entity, or machine) who can be identified from that information, or from that information and other information that an organization has or is likely to possess, and is transmitted to or accessible through the Services.
"Ceito Data" means details of the ITO over Ceito infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from Ceito or the Services.
"User Data" means information that describes your business and its operations, your tokens, and contributions placed by Backers.
The term "Data" used without a modifier means all Personal Data, User Data, Contribution Data, and Ceito Data.
Ceito processes, analyses, and manages Data to: (a) provide Services to you, other Ceito users, and Backers; (b) mitigate fraud, financial loss, or other harm to users, Backers and Ceito; and (c) analyse, develop and improve our products, systems, and tools. Ceito provides Data to third-party service providers, including Identity Verification Providers, Risk Management Database Providers, and their respective affiliates, as well as to Ceito's affiliates, to allow us to provide Services to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to Ceito's use of Data for the purposes and in a manner consistent with this Section D.2. Data Protection and Privacy
a. Confidentiality: Ceito will only use User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed or authorized by you. You will protect all Data you receive through the Services, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data to market to Backers unless it has received the express consent from a specific Backer to do so. You may not disclose Contribution Data to others except in connection with ITO requested by Backers and consistent with applicable Laws.
You affirm that you are now and will continue to be compliant with all applicable Laws governing the privacy, protection, and your use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to Ceito – or allow Ceito to collect, use, retain, and disclose – any Personal Data that you provide to us or authorize us to collect, including Data that we may collect directly from Backers using cookies or other similar means. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to Backers that Ceito processes ITO for you and may receive Personal Data from you. Additionally, where required by Law, we may delete or disconnect a Backer's Personal Data from your Ceito Account when requested to do so by the Backer.
If we become aware of an unauthorized acquisition, disclosure or loss of Backer Personal Data on our systems, we will notify you consistent with our obligations under applicable Law. We will also notify you and provide you sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on the Backer.
c. Data Processing. Ceito will at all times comply with the provisions of applicable data protection law. If Ceito processes any Personal Data on your behalf when performing its obligations under this Agreement, Ceito and you both agree that it is intended that you shall be the data controller and we shall be the data intermediary in relation to that data. We shall process the Personal Data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by you to us from time to time and not for any other purpose. This will include having appropriate technical and organizational measures to protect the Personal Data that is processed and only retaining the Personal Data for as long as it is required for the purposes it was collected for, or for any other legal or business purposes. As data intermediary, Ceito is entitled to appoint sub-processors for parts of its processing of personal data, provided however, that the sub-processor assumes the same obligations as are imposed on Ceito as data intermediary.
You acknowledge that Ceito is reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data that you provide to us. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instructions.
d. Data Requests. We will notify you (within a reasonable time frame) if we receive a request from a person to have access to that person's Personal Data, a complaint or request relating to your obligations under applicable data protection Laws, or any other communication relating directly to the processing of any Personal Data in connection with this Agreement.
Ceito will provide you with reasonable co-operation and assistance in relation to any complaint or request made in respect of any Personal Data processed by us on your behalf, including by providing you with details of the complaint or request, complying with any data subject access, rectification or deletion requests (within the relevant timescales set out in applicable data protection legislation) and providing you with any Personal Data we hold in relation to a person making a complaint or request (again, within a reasonable timescale).3. Security and Fraud Controls
a. Ceito's Security: Ceito is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws when we handle User and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Data in our possession. You provide User Data and Personal Data to Ceito with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement Security Controls (as defined below) and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your Ceito Account, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, Backers, or others. You waive any right to make a claim against us for losses you incur that may result from such actions we may take to prevent such harm.
b. Your Security: You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable Laws when handling or maintaining User Data and Personal Data, and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend your Ceito Account or terminate this Agreement.
c. Security Controls: You are responsible for assessing the security requirements of your business, and selecting and implementing security procedures and controls ("Security Controls") appropriate to mitigate your exposure to security incidents. We may provide Security Controls as part of the Services, or suggest that you implement specific Security Controls. However, your responsibility for securing your business is not diminished by any Security Controls that we provide or suggest, and if you believe that the Security Controls we provide are insufficient, then you must separately implement additional controls that meet your requirements. You may review some of the details of our Security Controls on our website.
d. Fraud Risk: While we may provide or suggest Security Controls, we cannot guarantee that you or Backers will never become victims of fraud. Any Security Controls we provide or suggest may include processes or applications developed by Ceito, its affiliates, or other companies. You agree to review all the Security Controls we suggest and choose those that are appropriate for your business to protect against unauthorized ITO and, if appropriate for your business, independently implement other security procedures and controls not provided by us. If you disable or fail to properly use Security Controls, you will increase the likelihood of unauthorized ITO, Disputes, fraud, losses, and other similar occurrences. We may assist you with recovering lost funds, but you are solely responsible for losses due to lost or stolen credentials or accounts, compromise of your username or password, and any other unauthorized use or modification of your Ceito Account. Ceito is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or unauthorized use or modification of your Ceito Account, unless such losses result from Ceito's wilful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.
We may also provide you with Data regarding the possibility or likelihood that an ITO may be fraudulent. We may incorporate any subsequent action or inaction by you into our fraud model, for the purpose of identifying future potential fraud. You understand that we provide this Data to you for your consideration, but that you are ultimately responsible for any actions you choose to take or not take in relation to such Data.
Section D: Additional Legal Terms1. Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We may provide you with Notice of any changes through the Dashboard, via email, or through other means. Your use of the Services, API, or Data after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time. You can find out when this Agreement was last changed by checking the "Last Updated" date at the top of the Agreement.2. Assignment
You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your Ceito Account to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee must agree to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. Ceito may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.3. Right to Audit
If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Agreement, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities, and you must fully cooperate with any requests for information or assistance that the auditor makes to you as part of the security audit.4. No Agency; Third-Party Services
Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us. Each party to this Agreement is an independent contractor.
Neither party will be liable for any delays in processing or other non-performance caused by telecommunications, utility, failures, or equipment failures; labour strife, riots, war, or terrorist attacks; non-performance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Refunds, Reversals, or Returns under this Agreement.6. Your Liability For Third-Party Claims Against Us
Without limiting, and in addition to, any other obligation that you may owe under this Agreement, you are at all times responsible for the acts and omissions of your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with you.
You agree to defend Ceito, our affiliates, and their respective employees, agents, and service providers (each a "Ceito Entity") against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a "Claim") brought by a third party against a Ceito Entity, and you agree to fully reimburse the Ceito Entities for any Claims that results from: (i) your breach of any provision of this Agreement; (ii) negligent or wilful misconduct of your employees, contractors, or agents; or (iii) contractual or other relationships between you and Backers.7. Representations and Warranties
By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) you will fulfil all of your obligations to Backers and will resolve all Disputes with them; (d) you will comply with all Laws applicable to your business and use of the Services; (e) your employees, contractors and agents will at all times act consistently with the terms of this Agreement; and (f) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.8. No Warranties
WE PROVIDE THE SERVICES AND CEITO IP "AS IS" AND "AS AVAILABLE", WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY CEITO OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES – WHETHER FROM CEITO OR ANOTHER CEITO ENTITY, AND WHETHER ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM A CEITO ENTITY TO YOU.
THE CEITO ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT CEITO WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, API, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE CEITO ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES.
NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.9. Limitation of Liability
Under no circumstances will any Ceito Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the Ceito Entities have been advised of the possibility of such damages. The Ceito Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your Ceito Account, or Data, or your failure to use or implement anti-fraud measures, Security Controls, or any other data security measure. The Ceito Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.
You agree to limit any additional liability not disclaimed or denied by the Ceito Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to Ceito during the three-month period immediately preceding the event that gave rise to your claim for damages.
These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
We provide the Services from facilities in the Republic of Singapore. We do not claim, and we cannot guarantee that Services we provide from the Republic of Singapore are or will be appropriate or available for any other location or jurisdiction, comply with the Laws of any other location or jurisdiction, or comply with Laws governing export, import, or foreign use.10. Responding to Legal Process
a. Binding Arbitration: Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one arbitrator. Unless the parties agree upon an arbitrator, either party may request a nomination from the Chairman of the SIAC. The place of the arbitration will be Singapore. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.
This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of Singapore, exclusive of conflict or choice of law rules. Nothing in this section will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters or, registered address. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.
c. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the ITOs contemplated between the parties.
d. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by Law. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the "Award") to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
e. Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrators will award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defences on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
g. Conflict of Rules: In the case of a conflict between the provisions of this Section E.11.g and the rules governing arbitration identified in Section E.11.a, the provisions of this Section E.11.g will prevail. If any provision of this Agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.12. Entire Agreement
This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Ceito for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and Ceito, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.13. Cumulative Rights, Construction, Waiver
The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law, or in equity. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term "including" or "such as" is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party's rights to subsequently enforce the provision.14. Survival
All provisions of this Agreement that give rise to a party's ongoing obligation will survive termination of this Agreement, including Sections A.3 ("Your Relationship with Your Backers"), A.6 ("Taxes and Other Expenses"), A.7 ("Service Requirements, Limitations and Restrictions"), A.8 ("Suspicion of Unauthorized or Illegal Use"), A.9 ("Disclosures and Notices; Electronic Signature Consent"), A.10.b ("Effects of Termination"), B.2 ("Ownership of Ceito IP"), C.3 ("Security and Fraud Controls"), D.4 ("No Agency; Third-Party Services"), D.5 ("Force Majeure"), D.6 ("Your Liability for Third-Party Claims Against Us"), D.7 ("Representations and Warranties"), D.8 ("No Warranties"), D.9 ("Limitation of Liability"), D.10 ("Responding to Legal Process"), D.11 ("Dispute Resolution; Agreement to Arbitrate"), D.12 ("Entire Agreement"), D.13 ("Cumulative Rights, Construction, Waiver") and D.14 ("Survival"); and any related terms in the Agreement.15. Language
The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language.