WEBSATMEDIA (SINGAPORE) TERMS OF USE
Effective date: 24 Aug 2024
Overview
In this Terms of Use, “we”, “us”, “our” or “WEBSATMEDIA” will refer collectively to WEBSATMEDIA Technology Limited, a company incorporated under the laws of SINGAPORE with Business Registration number 200000943M having its registered office at 750C Chai Chee Road, #05-01 ESR BizPark @ Chai Chee, SINGAPORE 469005 and its Affiliates. WEBSATMEDIA is a global satellite, broadcast and internet service provider with a cloud communications platform providing reliable and high-quality text, voice and omnichannel APIs and applications (hereinafter referred to as the "Services"), enabling enterprise and aggregator customers to reach their global users. These terms (hereinafter referred to as "Terms") apply to the use of the API's services and applications offered by WEBSATMEDIA as well as WEBSATMEDIA website https://www.websatmedia.com (hereinafter referred to as the "Site"). Please read them fully and carefully before using the Services. Unless you work for a company that has negotiated a separate written agreement with us, these Terms set forth the legally binding agreement between you (being an individual, a company, partnership, or sole trader) and us for your use of the Services and the Site. If you are accepting these Terms on behalf of a company, you represent and warrant that you have the authority to do so. Your use of the Site and/or your use of the Services will constitute your acceptance to these Terms. While creating a customer account you will be asked to click on the "Agree" button which will also constitute your acceptance to the Terms. If you do not agree to be bound by these Terms, you should not click the "Agree" button and you should not use the Services. These Terms also apply to all visitors and users who access or use the Services.
When appropriate WEBSATMEDIA and you are hereinafter referred to individually as "Party" or collectively as the "Parties".
DEFINITIONS
“Affiliate” shall mean any entity controlling, controlled by or under common control with a Party, where "control" means an entity’s (a) ownership, directly or indirectly, of equity securities entitling it to exercise in the aggregate at least 50% of the voting power of the entity in question; or (b) possession directly or indirectly, of the power to direct or cause the direction of the management and policies of or with respect to the entity in question, whether through ownership of securities, by contract or otherwise.
“API(s)” refers to the acronym for Application Program Interface and shall mean a set of functions and tools developed, owned and made available by WEBSATMEDIA to you. Such API(s) allow(s) you to access the Platform and create your own Application that your end-users can use.
“Application(s)” shall mean any software application or service that you make available through or create, using developer tools provided by WEBSATMEDIA or that interfaces with the Services.
“Commercial Electronic Message”, in accordance with the Hong-Kong Unsolicited Electronic Messages Ordinance (“UEMO”), shall mean an electronic message the purpose, or one of the purposes, of which is:
(a) to offer to supply goods, services, facilities, land or an interest in land;
(b) to offer to provide a business opportunity or an investment opportunity;
(c) to advertise or promote goods, services, facilities, land or an interest in land;
(d) to advertise or promote a business opportunity or an investment opportunity;
(e) to advertise or promote a supplier, or a prospective supplier, of goods, services, facilities, land or an interest in land; or,
(f) to advertise or promote a provider, or a prospective provider, of a business opportunity or an investment opportunity,
in the course of or in the furtherance of any business.
“Documentation” shall mean the API documentation. Please contact support@websatmedia.com for details."
“End-User(s)” shall mean your customer(s), the final users of the Application(s). For the sake of clarity, End-User(s) include(s) both enterprises and individuals.
“End-User(s) Data” shall mean data and other information made available to WEBSATMEDIA by or for you through the use of the Services under these Terms.
“Information” shall mean any visual, textual data or other material made available through the access to WEBSATMEDIA Platform granted to you under these Terms.
“Invited User” shall mean any person or entity to whom the customer account holder has granted permission to access and use the Services.
“Mobile Network” shall mean a digital cellular network connected to the Platform.
“Mobile Subscriber” shall mean a customer of telecommunication services, contracted or prepaid, of any operator.
“Platform” shall mean the cloud communication platform created, maintained, run, and owned by WEBSATMEDIA. The Platform is part of the Services.
“Request(s)” shall mean any API call, including End-Users Data, that you send to the Platform following WEBSATMEDIA’s HTTP API technical specifications; SMPP protocol, SIP protocol, or any other protocol mutually agreed by the Parties.
“Taxes” shall mean all applicable local taxes, fees, charges, telecommunications provider (e.g., carrier) surcharges or other similar exactions, including, without limitation, sales and use taxes, communications service taxes, utility user’s taxes or fees, excise taxes, VAT, GST, other license taxes. This definition does not include the taxes that are imposed on or measured by WEBSATMEDIA net income, property tax, or payroll taxes.
“Unsolicited Traffic/SMS” shall refer to SMS which are sent on an unsolicited basis to End-users, and which contain content embedded in the sender field or linked or attached in any way and which is relating to marketing information or other commercial or non-commercial information (so called SPAM) that has not been requested by the End-User.
1. PROVISION OF SERVICES
1.1 Your Account
Creation of your account. To use the Services, you will be required to create an account. For this purpose, you will need to click on the "Sign up" button on the Site. WEBSATMEDIA will then ask you to provide your company name, your name, mobile phone number and email address. WEBSATMEDIA will verify the provided phone number and email address. After successful checking, your account will be automatically created, and you will then receive a first email including your account username and password to access your dashboard. A second email will be sent to you including technical details such as API key and API secret which would also be available after login to your own dashboard. WEBSATMEDIA may also create an account for you from our admin dashboard after collecting the information from you. Once the account is created, you will receive a system-generated email with your dashboard password. You need to log in to your dashboard with this password, complete phone number verification, accept our terms via a pop-up window, and approve all your information (contact details, tax residency, etc.). Please note that your account will only become active after these approvals.
Multi-User Functionality. When WEBSATMEDIA creates an account on your behalf or when you create a new account from our website, you are required to designate one primary user who will be the account administrator and who will have complete access to all WEBSATMEDIA services and resources in the account. With the Multi-User functionality, the account administrator, also called admin user, can now invite team members to administer and use resources in its WEBSATMEDIA account without having to share its credentials. This functionality allows the admin user to invite new users and grant them different permissions for different resources. In such cases, the acts of the Invited User shall be deemed as the acts of the customer account holder. For example, the admin user might allow some Invited Users to receive email notification related to the Services (pricing update, API key password, invoicing, low balance alert…), manage other users’ permissions; etc. The admin user can revoke or change an Invited User’s access, or level of access, at any time and for any reason.
Invited User Conditions to Use. As a condition to access and use of your services, all Invited Users must accept WEBSATMEDIA Terms of Use and Privacy Policy and the admin user shall ensure such compliance. The admin user shall immediately notify WEBSATMEDIA of any violation of the terms of any of the foregoing by any Invited Users upon becoming aware of such violation and shall be liable for any breach of the foregoing agreements by any Invited User.
Account Responsibility. You are responsible for all uses of any account that you have access to, whether or not you have authorized the particular use or user, and regardless of your knowledge of such use. You are also solely responsible for maintaining the security, confidentiality of your customer account credentials in order to prevent unauthorized access to or use of the Services. You shall inform WEBSATMEDIA immediately if there is any reason to believe that the Service is used in any unauthorized way. WEBSATMEDIA will not be liable for any loss or damage arising from any authorized or unauthorized use of your customer account(s). You will be solely responsible, at your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for you, your Invited Users and each End User to connect to, access, and use the Services.
1.2 Access, Use and Restriction of the Services
WEBSATMEDIA will make the Services available to you in accordance with these Terms and the Documentation.
The Services are available worldwide except in North Korea, Cuba, Iran and Syria.
You may use the Services, on a non-exclusive basis, solely to: (a) use the Documentation and WEBSATMEDIA APIs to send the Requests; (b) use and make the Services available to End Users in connection with the use of each Customer Application in accordance with the Documentation; (c) use the Services solely in connection with and as necessary for your activities pursuant to these Terms; and (d) allow your invited users and affiliates to use the Services pursuant to Section 1.
WEBSATMEDIA does not warrant that the Platform will be continuously available without any downtime.
Suspension of the Services. You acknowledge that WEBSATMEDIA may suspend the rendering of any or all of the Services in the event that:
(i) It is obliged or advised to comply with an order, instruction, directive or request of a governmental or other relevant state authority or Mobile Network operator;
(ii) It becomes aware of any potential breach of these Terms or any misuse of the Services;
(iii) One or more of the Mobile Network operators upon which the provision of the Services hereunder is dependent suspends its provision of those Services to you;
(iv) you do not pay the fees in accordance with these Terms;
(v) you, your employees, users or any third party to whom you give access to the Service, violate (or give us reason to believe they have violated) any provision of these Terms;
(vi) there is reason to believe the traffic created from your account or your use of the Services is fraudulent or negatively impacting the operating capability of the Services;
(vii) there is any use of the Services by End Users that in WEBSATMEDIA’s judgment threatens the security, integrity or availability of the Services.
However, WEBSATMEDIA will use commercially reasonable efforts under the circumstances to (a) provide you with notice and an opportunity to remedy such violation or threat prior to any such suspension; and (b) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.
2. PRICE, PAYMENT TERMS AND REFUND POLICY
2.1 Pricing
Unless otherwise stated by WEBSATMEDIA, the price is in United States Dollar (USD) and shall be paid in this currency. WEBSATMEDIA is authorized to change the price, by providing you with a reasonable advance notice.
You shall pay WEBSATMEDIA the applicable price for all Requests successfully submitted to the Platform, regardless actual handset delivery status of the message content contained in the Request. A Request shall be considered as successfully submitted when received and processed by WEBSATMEDIA via the Platform. WEBSATMEDIA will acknowledge the success of an API Request submission by sending a HTTP response, SMPP or SIP status code.
2.2 Taxes
The price for the Services is exclusive of any Taxes and transaction fees, including but not limited to the value added taxes, withholding taxes, bank transfer charges. You shall be responsible for and shall pay all Taxes imposed on or with respect to the Services. If you are exempt from any such Taxes for any reason, WEBSATMEDIA will exempt you from such Taxes once you provide us at finance@websatmedia.com with a duly executed and dated valid exemption certificate that must be approved by us. If you are exempt from VAT or GST, then it is your responsibility to provide your VAT or GST registration number to us.
2.3 Payment Terms
The provision and your use of the Services are subject to your payment according to these Terms. Please note that no invoice will be issued for online top-ups.
Prepayment. Except as set forth in the next sub-section, you agree to pay WEBSATMEDIA a specific amount in advance for the Services. Such prepaid fees are considered as a credit granted to be able to send the Requests and use the Services. You have the sole responsibility of maintaining the payment advances in your account and making sure it is enough to cover the cost of any services required. Should your balance combined across all offered services become negative, your access to WEBSATMEDIA’s Platform will be suspended until payments have been received of such amount to result in a positive balance again. If you have been granted a credit limit by WEBSATMEDIA, and your balance becomes negative, WEBSATMEDIA is entitled to send a prepaid or postpaid invoice at any time. You shall pay the due amount in less than five (5) business days.
Post-payment. Where authorized by WEBSATMEDIA in writing, the Services will be provided on a post-payment basis, which means that WEBSATMEDIA will invoice you only for the Services which has been already provided. Invoices shall be submitted monthly, covering charges for the previous month. Unless otherwise agreed in writing, payment must be made within thirty (30) days, from the receipt of the invoice. In case of postpaid services, you will be provided with a credit limit. WEBSATMEDIA reserves the right to increase or decrease such credit limit at any time and at its sole discretion without any prior notice. If your balance is about to reach the credit limit, you may, at your option, either (i) request a prepaid invoice and make a prepayment to increase your available credit, or (ii) request in writing WEBSATMEDIA’s approval for a temporary or permanent credit limit increase. Upon receipt of prepayment, WEBSATMEDIA will top up your balance with the received payment amount and deduce this prepayment from the next postpaid invoice via a credit note. If none of the two options mentioned above are elected by you and approved by us, the Services will be suspended once the balance reaches the credit limit.
Billing dispute. Within fifteen (15) calendar days after receipt of the invoice, you may dispute invoiced charges by notifying WEBSATMEDIA in writing with the disputed portion of the invoice including the reasons and evidence related to the dispute (the “Dispute Notice”). Where the Disputed Amount is less than 1% of the total invoiced amount, or less than 100 EUR, whichever is less, the total amount shall be due and payable by the due date. Where the amount of the dispute is equal or more than 1% of the total invoiced amount, or more than 100 EUR, whichever is less, the disputed amount may be withheld until the dispute is resolved but without exceeding a maximum period of sixty (60) calendar days after receipt of the Dispute Notice.
Late payment. If any payments are past due, then you shall pay interest thereon at a rate of 1% per month or the maximum rate permitted by law, whichever is less, from the date such payment was due util the date payment are settled. You shall be responsible for all costs of collection (including lawyers’ fees) incurred in collecting late payments.
You may pay the fees (including top-ups charges) for the Services using a credit card, debit card or PayPal account. Please note that you will be requested to link your PayPal account to the WEBSATMEDIA account via “Connect with PayPal”. You will receive an automatic confirmation email from PayPal after payment, we recommend you store this email. You shall maintain sufficient funds in your bank or PayPal account to accommodate all transactions and all chargebacks, returns, adjustments, fees, penalties and other amounts due. All fees charged by PayPal or payment card brands shall be borne by you. WEBSATMEDIA may, at its discretion, impose limits on the frequency or amount of payment you can send through PayPal.
WEBSATMEDIA will have no access to your payment information since the whole payment process will be hosted and handled by PayPal. For information purpose, we are explaining you the payment process as follows: you will select an amount (in HKD) and click on "Pay" button. Then a pop-up window will indicate the converted amount in EUR which will be topped up on the account after successful payments. The amount is calculated with real time exchange rate provided by Xe.com (it may change from time to time) after deduction of PayPal fees (3.7% by default, but subject to changes).
Chargebacks. Before a chargeback is placed with your credit card company for a specific transaction, you agree to inform WEBSATMEDIA and provide WEBSATMEDIA with all supporting documentation including the reasons and evidence related to the dispute. If you fail to provide this documentation within fifteen (15) calendar days after the notification of chargeback, or if WEBSATMEDIA has any reason to suspect chargeback fraud, WEBSATMEDIA may, at its sole discretion, charge your payment card or PayPal account or invoice you for the amount of the chargeback. You hereby authorize the financing institution(s) at which your bank account is held (a) to grant WEBSATMEDIA and its third-party provider(s) any and all information to records regarding your bank account, (b) to hold funds in the account in amounts WEBSATMEDIA deems sufficient to protect its rights under these Terms and (c) to immediately comply with any such demand for payment and direction from WEBSATMEDIA and/or its third-party providers.
You may also pay by bank transfer. For this purpose, you should send a prior request to our finance team (finance@websatmedia.com) or to your account manager (if we assigned one to you). You will then receive an invoice by email from us.
In no event shall WEBSATMEDIA be liable for any amounts that you are unable to collect for any reason from your customers, end-users, or others. You shall be solely responsible for billing and collection from your own customers. You shall not be entitled to withhold payment of WEBSATMEDIA invoice because your customers, for whatever reason, withhold payment of your invoices concerning charges payable by them to you.
2.4 Refund Policy
No refund will be made if the Request has been successfully submitted to WEBSATMEDIA’s Platform. WEBSATMEDIA shall return the full balance remaining on your account within thirty (30) business days upon termination of these Terms, to a bank account or PayPal account that you previously indicated.
In the event you have not used all the balance available on your account and do not send any traffic during a continuous period of twenty-four (24) months, WEBSATMEDIA may send an email to your account ID to confirm whether or not you wish to continue using the Services. In case, you do not wish to continue using the Services, you may ask for a refund of the remaining balance. In case you do not reply to WEBSATMEDIA’s email within thirty (30) days, or do not specifically ask for a refund, the remaining balance will be definitively acquired to WEBSATMEDIA, and no refund shall be issued.
3. OBLIGATIONS AND LIABILITIES
3.1 Your obligations and Liabilities
You must comply with the technical specifications provided by WEBSATMEDIA and acknowledges that these specifications can be updated by WEBSATMEDIA from time to time as per provisions of section
10.3 "Change to These Terms”.
SINGAPORE Regulations. All short messages to be sent to recipients located in SINGAPORE shall comply with the following:
(a) Personal Data (Privacy) Ordinance (Cap. 486);
(b) Unsolicited Electronic Messages Ordinance (Cap. 593) and Code of Practice on Sending Commercial Electronic Messages;
(c) Telecommunications Ordinance (Cap. 106);
(d) Policies & Regulations issued by the Office of the Communications Authority.
SPAM and Unsolicited Traffic. You shall not send and shall not allow any End-User to send SPAM messages through the Services. You are the sole responsible to comply with the applicable anti-spam regulation.
According to the Unsolicited Electronic Messages Ordinance (“UEMO”) of 2007, you must obtain the express consent of the recipient to receive Commercial Electronic Messages prior to sending Commercial Electronic Messages to that recipient. If WEBSATMEDIA receives a complaint from a recipient because of your failure to comply with this clause or if WEBSATMEDIA believes that a Message (or the contents of a Message) may breach an applicable law, then WEBSATMEDIA may (in any order):
(a) notify you in writing of the complaint received;
(b) require you to respond to the complaint received;
(c) block you from sending any further Commercial Electronic Messages until the matter has been resolved;
(d) charge you for any costs associated with handling recipient complaints or enquiries.
You shall at all times ensure that all agreements with your subcontractors, if any, contain clauses that prohibit all sending of unsolicited traffic.
You shall be solely responsible for such contents and information which pass through the Services. You warrant that the End-Users Data will not (i) infringe or violate any third-party intellectual property rights nor (ii) violate any law or regulation.
You are responsible for the use of a Services by (i) your employees, users or any third party to whom you give access to the Service, (ii) any person who gains access to your account data or to the End-Users Data or to the Service as a result of your failure to use reasonable security precautions, even if such you did not explicitly authorized such use or access.
Equipment. You are responsible, at your own expense, for providing the suitable hardware, software, and infrastructure to ensure your access to the Platform.
Voice Recordings and Communications Monitoring. You represent and warrant that if you record or monitor telephone calls, SMS messages, or other communications using the Services, you will comply with all applicable laws prior to doing so and will secure all required prior consents to record or monitor communications using the Services. WEBSATMEDIA makes no representations or warranties with respect to recording or monitoring of telephone calls, SMS messages, or other communications. You acknowledge that these representations, warranties, and obligations are essential to WEBSATMEDIA’s ability to provide you with access to recording and monitoring features that are part of the Services, and you further agree to indemnify WEBSATMEDIA and its Affiliates for and against any and all claims demands, actions, damages, costs and expenses or liability arising out of or relating to any breach or infringement of the laws and regulations applicable to voice recordings and/or communications monitoring.
You and your respective agents, employees, or other representatives (the “Indemnifying Party”) will defend and handle at your own expenses, fully indemnify and hold harmless WEBSATMEDIA, its Affiliates or any of their officers, agents, directors, employees, from and against any and all claims, demands, actions, damages, costs and expenses, or liability of whatever nature incurred or to be incurred arising out of or relating to (i) the Indemnifying Party’s use of the Services for any other purposes than specified in these Terms (ii) the Indemnifying Party’s infringement of any third party intellectual property rights in using the Services or the application, (iii) any breach of the Indemnifying Party’s obligations under these Terms, (iv) any claims arising from the information, data, or messages transmitted by the Indemnifying Party using the Services, including, but not limited to, claims for libel, slander, infringement of copyright, and invasion of privacy or alteration of private records or data.
3.2 Obligations, Warranties and Liabilities
You warrant and represent that you and your Affiliates will not, nor will any of your respective directors, officers, employees, shareholders, representatives, agents, contractors, or suppliers (“Associated Parties”) commit, authorize or permit any action or activity which would cause WEBSATMEDIA and/or its Affiliates to be in violation of any Anti-Bribery and Corruption Laws. For the purpose of these Terms, “Anti-Bribery and Corruption Laws” means the SINGAPORE Prevention of Bribery Ordinance, the Indian Prevention of Corruption Act, 1988, the Irish Criminal Justice (Corruption Offences) Act 2018, the Anti-Unfair Competition Law of the People's Republic of China, the UK Bribery Act 2010, the United States Foreign Corrupt Practices Act and any other anti-corruption or anti-bribery laws or regulations applicable to either Party, their Affiliates and their Associated Parties.
No warranty. To the maximum extent permissible under applicable laws and except as expressly stated otherwise in writing, the Services are provided on an "as is" and "as available" basis, and neither WEBSATMEDIA nor any of its licensors make any representations or warranties, whether express, implied, or statutory, regarding the Services, API nor the Platform or any other software or services, including any representation, warranty or undertaking that (i) the Platform nor the Services will be continuously available without any downtime; (ii) the Services are virus-free or error-free, (iii) all the Mobile Networks will be reachable at all times; (iv) the data passing through the Platform will not be subject to loss or damage and that (v) the Services, API and Platform will be compatible with you network or your End-Users’ networks, systems, applications, hardware, or devices.
No liability. You acknowledge that WEBSATMEDIA has no control over the Information, which passes through the use of the Services and that WEBSATMEDIA does not examine the use of such Information or the nature or the source of the Information, its role being limited only to the transmission of this Information. You shall be solely liable for the content of the Information and any other material transmitted by you or anyone else using the Services including but not limited to Invited Users or Mobile Subscribers. WEBSATMEDIA excludes all liability of any kind in connection with the transmission or reception of such content.
In case of suspension of the Services due to your non-payment of the fees, WEBSATMEDIA will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur in connection with any such suspension.
WEBSATMEDIA is not responsible in any way for any mobile telecommunications systems or Mobile Networks, which it does not operate and in particular for the operators Mobile Networks. Therefore, WEBSATMEDIA shall not be liable for the acts or omissions of other providers of telecommunication services (including suspension or termination of WEBSATMEDIA connections and/or contracts with any network operator) or for faults in or failures of their apparatus or Mobile Network, and in general for any other technical reason attributable to Mobile Network operator's or telecommunication service provider.
WEBSATMEDIA shall have no liability in respect of unauthorized access to your account data or the unauthorized use of a Service unless the unauthorized access or use results from WEBSATMEDIA’s failure to meet its security obligations.
You shall solely be liable to pay any fines or penalties levied by a government, telecom operator or regulatory body on WEBSATMEDIA as a result of Unsolicited Traffic or any other illegal use of the Services provided by WEBSATMEDIA.
Notwithstanding the “Limitation of Liability” sub-section below and without limitation, you shall defend, indemnify and hold harmless WEBSATMEDIA and its Affiliates from and against all losses, damages, liabilities, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder, arising out of or resulting from any claim against WEBSATMEDIA directly or indirectly resulting from your illegal or fraudulent use of WEBSATMEDIA's Platform and/or Unsolicited Traffic sent through the Platform.
Illegal or fraudulent use means any unauthorised use of WEBSATMEDIA's Platform or any transmission, storage or distribution of any material or content:
(i) where such action would violate any applicable laws, including without limitation, import/export laws, intellectual property laws or laws prohibiting specific content such as offensive, obscene, threatening, abusive, menacing, harassing, defamatory, discriminative, libelous, deceptive, or fraudulent content;
(ii) that may damage, interfere with, surreptitiously intercept, expropriate or otherwise interact with WEBSATMEDIA Platform, system, network, program or data, including viruses, Trojan horses, worms, time bombs, cancelbots or other malware or that may breach the security of another person’s account, computer, software, or data (phishing, hacking, etc.);
(iii) that causes or is likely to cause any of WEBSATMEDIA’s services to be interrupted by a regulator or governmental/quasi-governmental organization or that disrupts or interrupts the network of WEBSATMEDIA, its Affiliates, the Mobile Operators or a third-party supplier which WEBSATMEDIA has contracted with for the purpose of providing the Services to you.
Support and Service Improvement. WEBSATMEDIA agrees to continuously improve the quality of its Services and make its best effort to correct the issues you report, provided that (i) such issue has been reported with any detail required by WEBSATMEDIA to process to correction and (ii) the issue is not resulting from your misuse of the Services, API or Platform. To report an issue, you shall send written requests to support@websatmedia.com. A ticket will then be automatically created in our system and followed up by our support team.
In no event shall WEBSATMEDIA provide technical support to End-Users.
Both Parties shall fulfil their respective obligations under these terms of use. In the event one Party suffers from any loss caused by the other Party’s failure to fulfil the obligations, without limiting the right for a Party to seek to have the defaulting Party compensate the observant Party for the corresponding loss, the observant Party is entitled to terminate the partnership immediately.
Limitation of Liability. Both Parties agree that any loss under these Terms is limited to the direct loss with clear evidence provided. Neither Party shall, in any circumstances, be held responsible for any indirect or accidental losses incurred from the other Party's fulfilment of these Terms. WEBSATMEDIA’s total liabilities for any breach of or compensation under these Terms of use shall not exceed the total amount of the fees you paid to WEBSATMEDIA during fifteen (15) calendar days before the date of claim, or 5000 USD, whichever is lower.
4. PERSONAL DATA
Each Party shall comply with the applicable laws, regulations and principles (as updated or amended) pertaining to the protection of personal data, privacy rights and information security when dealing with personal data provided by the other Party.
Each Party ensures and guarantees that it meets and fulfils all and any applicable requirements for the lawful processing under the applicable data protection legislation as necessary for the performance of the Services.
Each Party shall take all reasonable measures and precautions to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and prevent the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed.
You shall read WEBSATMEDIA Privacy Policy that sets forth how WEBSATMEDIA will collect, store, use and disclose your End-Users Data and you customer account data including personal data. If you do not agree with our Privacy Policy, then you must stop using the Services immediately.
5. TERM AND TERMINATION
5.1 Term
These Terms, as may be updated from time to time, will commence on the date they are accepted by you and shall remain in full force and effect until terminated according to this section.
5.2 Termination
Either Party may terminate these Terms at any time and for any reason, by providing the other Party with a thirty (30) days’ advance notice. In such event, you shall send the written notice to support@websatmedia.com. Upon the termination effective date, WEBSATMEDIA will close your account.
Notwithstanding the above, WEBSATMEDIA may terminate these Terms and close your account at any time without advance notice, if you, your employees, users or any third party to whom you give access to the Service, are in breach of these Terms and have failed to cure such breach within ten (10) days.
6. CONFIDENTIALITY
Each Party shall maintain confidentiality of all Confidential Information, and without obtaining the written consent of the other Party, it shall not disclose any Confidential Information to any third parties, except that such information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); (b) to the extent requested by any regulatory authority, by orders of the court or other government authorities and/or by applicable laws or regulations or by any subpoena or similar legal process (but in such event, only to the extent required to be disclosed).
Confidential information under these Terms means any information disclosed by either Party, whether it is in tangible form or not, and that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information includes but is not limited to the business secrets (including financial secrets), technological secrets, operating know-how, or other unpublished information and documentation that are obtained or learned by the receiving Party (hereinafter referred to as the "Information Receiver") from the owning Party (hereinafter referred to as the "Information Discloser") or are mutually created by and become inseparable between both Parties during the fulfilment of these Terms, no matter whether the Information Discloser disclaims the confidentiality of such information orally, visually, or in writing when disclosing the information.
Confidential Information does not include any information which: (a) is publicly available through no fault of the Information Receiver; (b) was properly known to the Information Receiver, without restriction, prior to disclosure by the Information Discloser; (c) was properly disclosed to the Information Receiver, without restriction, by another person without violation of the Information Discloser's rights; or (d) is independently developed by the Information Receiver without use of or reference to the Confidential Information of the Information Discloser.
The information confidentiality obligations under these Terms will survive one (1) year after the termination of these Terms.
7. FORCE MAJEURE
For the purpose of these Terms of Use, an "Event of Force Majeure" means any circumstance not within the reasonable control of the Party affected, but only if and to the extent that (i) such circumstance, despite the exercise of reasonable diligence and the observance of good utility practice, cannot be, or be caused to be, prevented, avoided or removed by such Party, and (ii) such circumstance materially and adversely affects the ability of the Party to perform its obligations under these Terms, and such Party has taken all reasonable precautions, due care and reasonable alternative measures in order to avoid the effect of such event on the Party’s ability to perform its obligations under these Terms and to mitigate the consequences thereof.
If either Party is delayed or prevented from fulfilling these Terms due to some Events of Force Majeure, the Party shall not be deemed to breach these Terms and shall be excused from responsibilities of such delay or failure in fulfilment.
Both Parties will use reasonable efforts to mitigate the effect of a force majeure event. The Party affected by the Events of Force Majeure shall give a written notice to the other Party within thirty (30) days after the event, and provide the appropriate proofs issued by the competent authority. Otherwise, the other party has the right not to recognize this event as a valid force majeure event.
Should the Events of Force Majeure extend beyond a two-month period, the other Party may terminate these Terms by giving a fifteen (15) days’ prior written notice to the other Party.
8. INTELLECTUAL PROPERTY RIGHTS
Intellectual property rights in all software, information, technology or data whatsoever supplied by either Party under these Terms shall remain the property of that Party or its Affiliates and associated companies or their licensors. You shall not use WEBSATMEDIA’s trademarks, trade names, logos, copyrights, patents, trade secrets or any other intellectual property rights relating to the Services offered by WEBSATMEDIA without WEBSATMEDIA’s prior written consent.
9. GOVERNING LAW AND DISPUTES
Both Parties agree that the Terms, and all matters arising out of or relating to these Terms, shall be governed by and construed in accordance with the laws of SINGAPORE. The Parties agree to use reasonable efforts to resolve any disputes hereunder amicably, which arise out of or in connection with these Terms, or the breach thereof or on the interpretation thereof. If the Parties are unable to resolve the dispute amicably, then it shall be referred to and finally resolved by binding arbitration administered by the SINGAPORE International Arbitration Centre (SIAC) under the SIAC Administered Arbitration Rules in force when the notice of arbitration is submitted.
10. MISCELLANEOUS
10.1 No Assignment
Except for the written consent of each of the Parties, none of the Parties thereto is entitled to transfer the rights and obligations arising from these Terms or a portion thereof to a third party.
10.2 Language
These Terms and all kind of written and oral communications between the Parties relating to these Terms shall be written, explained, and stated in English language only. If the written or oral information is exchanged in two (or more than two) kinds of languages, English shall be prevailing.
10.3 Relationship
Each party is an independent contractor in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Each party will also be solely responsible for any and all claims, liabilities, damages, or debts of any type that may arise on account of each of its respective activities, or those of its respective employees and agents, in the performance of these Terms. Neither party has the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so.
10.4 Severability
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.
10.5 Change To These Terms
WEBSATMEDIA may update these Terms from time to time. For this purpose, WEBSATMEDIA recommends that you check this page on a regular basis. In the event of material change or pricing change, WEBSATMEDIA will provide you with a prior written notice at least thirty (30) days in advance of the effective date. WEBSATMEDIA may not be able to comply with this prior notice when the changes are resulting from law or requirements from telecommunications providers. This notice will be given in your account portal or via an email to the email address owner of your account. Except as otherwise specified by WEBSATMEDIA, updates will be effective upon the effective date indicated at the top of these Terms. The updated version of these Terms will supersede all prior versions.
Following such notice, your continued access or use of the Services on or after the effective date of the changes to the Terms constitutes your acceptance of any updates. If you do not agree to any updates, you should stop using the Services.