Comsoft-GAIA Terms of Use
1. Acceptance of the Terms of Use
1.1 These terms of use are entered into by and between you (“you” or “your”), on one part, and Comsoft Pte. Ltd. Singapore and or Axis Business Insights Pte Ltd Singapore, including, where and when assigned by these companies then such assigned holding, associate or subsidiary company(s) (referred to as "Comsoft-GAIA", “Company”, "we", "us", or "our"), on the other part.. The following terms and conditions (“Terms of Use”) govern your access to and use of www.comsoftgaia.com (or any other suitable website selected by us) (the “Website” or “Comsoft-GAIA Website”) ,and the platform (“Platform” or Comsoft-GAIA Platform”), applications or apps (“Applications”) and services (Services or “Comsoft-GAIA Services”) (together “Platforms and Services”) or other items, materials or communications that are accessible & available to you through the Website or otherwise (“WPAS”) whether upon payment of fees (“Fees”) & subscription (“Subscription”) or otherwise, and shall be further subject to additional terms of Licensing & Services Agreement (“Licensing & Services Agreement”), which such Terms of Licensing & Services Agreement shall also include subscription specific terms (“Subscription Specific Terms”) that shall apply to, and be binding on, you and your organisation. Until the Licensing & Services Agreement is executed you shall be under the terms of our latest evaluation agreement (“Evaluation Agreement”).
1.2 You must be at least 21 Years old to access this WPAS. If are not of at least 21 years of age, you must not access or use this WPAS. If you are at least 21 years old, you may please read the Terms of Use carefully before you start to use the WPAS. By using or accessing the WPAS, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found on the WPAS which forms a part of these Terms of Use, and you consent to our collection, use and/or disclosure or handling of your Personal Data for the purposes set out in the Privacy Policy. If you do not wish to agree to these Terms of Use or the Privacy Policy, you must not access or use the WPAS. If you intend to access or use certain parts of this WPAS or accessible through this WPAS, for example, but not limited to, access or intended to access any part of Comsoft-GAIA Platform(s), or Comsoft-GAIA Service(s) or Comsoft-GAIA Subscription(s), etc (“Comsoft-GAIA Access Controlled Items” / “Controlled Part of WPAS”), then such access is governed by additional terms such as Terms of Licensing & Services Agreement (“Licensing & Services Agreement”) and Subscription Specific Terms or until the effective date of executed Licensing & Services Agreement is executed, our latest standard evaluation agreement (“Evaluation Agreement”) (whether such Evolution Agreement is executed or not) and these shall be binding on you and your organisation. If this is not acceptable to you or your organisation then you may not access those portions of the WPAS or any part of any Comsoft-GAIA Platform(s), Comsoft-GAIA Service(s), or Comsoft-GAIA Subscription(s). Your access to Comsoft-GAIA Access Controlled Items or Controlled Part of WPAS shall mean a deemed & binding acceptance of the additional terms by you and by your organisation. If you do not have required authority to bind yourself or your organisation to the terms, you must not access such parts of the WPAS or any part of Comsoft-GAIA Platform(s), Service(s) or Subscription(s).
1.3 The Purpose: The Comsoft-GAIA WPAS is meant for specific rightful and lawful commercial activities and a specific limited commercial purpose of provision of Comsoft-GAIA Services provided by us for certain fees (Purpose). Until the Licensing & Services Agreement is executed (along with the included Subscription Specific Terms), you shall ne under our latest Evaluation Agreement whether explicitly executed or not
1.4 Access for the Purpose Only. You agree to access and use the Comsoft-GAIA WPAS for the limited Purpose. You may not post or access or use any material for any other purpose. You may access the WPAS as an individual entity and may not share resources or information with others. Also, you may not form any group or union or community or collective entity etc on or in relation to this WPAS, whether by using, or without using, the resources of this site.
2. Changes to the Terms of Use
2.1 We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the WPAS thereafter. We encourage you to review this page periodically in order for you to stay notified of any changes.
2.2 If you do not consent to such variation or amendment, you should not use or access the WPAS. If, following such amendment or variation, you continue to use or access the WPAS, you shall be deemed to have irrevocably consented to such amendment or variation and to have agreed to be bound thereby. While if you discontinue or stop or terminate the use, it shall be deemed as termination for convenience on your part. You shall not be entitled to any refunds or compensation.
3. Access and use of WPAS
3.1 We may alter, suspend or discontinue this WPAS in whole or in part, at any time and for any reason, without notice or cost. We may, in our sole discretion, terminate or suspend your use of or access to all or part of the WPAS for any reason, including without limitation, breach of these Terms of Use. Any of the service or material on the WPAS may be out of date at any given time, and we are under no obligation to update such material.
3.2 You are responsible for both: (i) making all arrangements necessary for you to have access to the WPAS; and (ii) ensuring that all persons who access the WPAS through your internet connection are aware of these Terms of Use and comply with them.
3.3 To access the WPAS or some of the resources it offers, you may be asked to provide certain registration details or other information. it is a condition of your use of the WPAS that all the information you provide on the WPAS is correct, current and complete. You agree that all information you provide to register with this WPAS or otherwise, including, but not limited to, through the use of any interactive features on the WPAS is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
3.4 If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this WPAS or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
3.5 We reserve the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if in our opinion, you have violated any provision of these Terms of Use.
3.6 You shall not use the WPAS for any purpose that is unlawful or prohibited by these Terms of Use and all applicable laws and regulations, or to solicit the performance of any illegal activity or other activity which infringes our rights or the rights of others. Notwithstanding any other rights or restrictions in these Terms of Use, you may not use the WPAS to: (i) transmit via or through the WPAS any information, data, text, images, files, links or software except in connection with your authorised use of this WPAS or otherwise in response to specific requests for information by us; (ii) introduce to the WPAS or any other computer or website viruses, worms, Trojan horses, logic bombs and/or other material that is malicious or technologically harmful; (iii) obtain unauthorised access to any computer system; (iv) impersonate any other person or falsely state or otherwise misrepresent your affiliation with any person or entity; (v) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; (vi) misrepresent the identity of a user or use a false e-mail address, (vii) tamper with or obtain access to the WPAS or any component of the WPAS; (viii) conduct fraudulent activities; or (ix) collect or harvest information regarding other users of the WPAS for any reason whatsoever, including, without limitation, for sending such users unsolicited commercial e-mail. You are expressly prohibited from accessing or using this WPAS, platform, application, technology, screens, reports, product engineering. Models, designs or services, or any part thereof, to create or help others to create or develop or enhance a similar or competitive application, platform, technology, model or services for your own use or otherwise.
3.7 Your Content, if any: The content you may send, upload, modify, alter or in any way contribute to, exchange or post on the WPAS (“post” or “upload”): (1) must fully comply with all the applicable local and international laws, rules, regulations and norms, and the laws, rules and regulations of (a) Singapore, (b) the United States of America (USA), (c) the European Union (EU), (d) the United Nations (UN) and (e) laws and regulations of any country from which they are posted or are accessible, including but not limited to laws, rules and regulations related to data protection, privacy, ecommerce, trade, and taxation (Any and All Relevant Laws and Regulations), (2) must strictly be for, in line with, and relevant to, the intended Purpose of this WPAS and not for any other purpose (3) must not include anything that is or may be deemed as computer, internet or technology misuse, (4) must not be deceptive, wrongful, erroneous or nonfactual material or material that misrepresents or incorrectly or inaccurately represents us or others, including but not limited to materials that may cause any reputational, business, financial or any other damage, harm or loss to us or any other entity, (5) must not be in breach of any legal duty or obligation owed to a third party, such as a contractual duty or a duty of confidence; (6) must not impersonate any person, or misrepresent your identity or affiliation with any person; or otherwise constitute a misrepresentation of or suppression of any fact, identity, right, obligation, authority, status or any other matter in relation to any person or entity, (must not cause us or any entity any reputational, business, financial, or any other harm, damage or loss, (7) must not contain any material that infringes on or violates, or may be deemed to violate, any rights of ours or other entities including but not limited to rights such as copyright, data right, patent right, trade mark or any other type of intellectual property rights of any other entity, (8) must not contain any material that is, or can be deemed to be, defamatory to us or any other entity, (9) must not contain any material that is political in nature or has political references or views or is defamatory to or is otherwise critical of or criticizing of any nation, government, international body or group, corporate entity or individual, (10) must not promote any illegal, unlawful, immoral, fraudulent or deceptive activity or any activity that can cause reputational or financial harm, damage, or loss, in any manner whatsoever, to us or any other entity, society in general or any societal or other groups or individuals, (11) must not contain any material which is, or may be deemed as offensive, defamatory, derogatory, discriminatory, racist, sexist, inflammatory, hateful, obscene, or violent; (12) must not contain any material that can cause or promote violence, disharmony, anxiety, fear, hatred, enmity, ill-will, hostility, abuse, harassment, discrimination, injustice or denial of equal opportunity, including but not limited to reasons of, or based on, race, religion, ethnicity, gender or sexual orientation, colour, creed, age or any other immutable traits or characteristics, (13) must not contain any material that is sexist or sexually explicit or has adult oriented content or promotes immoral or illegal activities; Without limiting our rights and recourses, we reserve the right to take any appropriate action as we deem fit in the event we believe that there is non-compliance to these terms.
3.8 Transactions or Information Exchange: in connection with access to or use of the Comsoft-GAIA WPAS with respect to any information exchange or transactions you agree that you will be in full compliance with Any and All Relevant Laws and Regulations at all times while dealing with your customers, suppliers, distributors, business partners, payers, banks or financial institutions or any other entities and also while dealing in your trade, e-commerce, financial transactions or any information exchange. You will not deal in (1) any unlawful or prohibited trade, (2) any prohibited items, (3) unlawful or prohibited transactions, (4) any countries, entities, persons or items or services that come under embargoed, sanctioned, denied, prohibited, restricted countries, entities, persons, or items or services based on the relevant denied or prohibited or restricted or similar lists and Any and All Relevant Laws and Regulations.
3.9 You agree that it is solely your responsibility to comply with Any and All Relevant Laws and Regulations, including but not limited to all applicable ecommerce, trade and tax compliance laws, regulations and requirements of Singapore, USA, EU and UN and that you are not violating any of these. By using the Comsoft-GAIA WPAS, you agree to fully indemnify us against any harm, damage or loss to us or any third party due to your acts, commissions, omissions or non-compliance with the requirements herein, whether intentional or otherwise.
3.10 We keep all the rights to any alterations, modifications, patches, metadata, derived, generated, extrapolated, analysed or transformed data, data models, analysers, reports, output items, screens, schemas, ui/ux changes, or any alterations or updates etc. whether done upon your requirements, suggestions, inputs, contributions, or otherwise shall exclusively remain with us.
3.11 We reserve the rights to use, or collaborate or share with, Third Parties, Platforms or Channels: We reserve the right to use, or collaborate or share with, any third parties, service providers, hosting providers, channel partners, other businesses partners, suppliers, marketing partners, agencies or other third parties, platforms, infrastructure or channels, software, hardware or apps and their providers or associates, at our sole discretion as we deem fit for any purposes as we deem fit, including but not limited to purposes of providing Services, supplementary services, customer support, customer experience improvements, analytics, marketing & sales, customer base or business expansion, technology or business collaborations, Services extensions and any other purposes including those that aid in lowering of costs or in improvements in Services. We reserve the right to use, or analyse or share, your data Content or Information, internally or with any third parties, service providers, hosting providers, channel partners, other businesses partners, suppliers, marketing partners, agencies or other third parties, platforms, infrastructure or channels, software, hardware or apps and their providers or associates, at our sole discretion as we deem fit for any purposes as we deem fit, including but not limited to purposes of providing Services, supplementary services, customer support, customer experience improvements, analytics, marketing & sales, customer base or business expansion, technology or business collaborations, Services extensions and any other purposes including those that aid in lowering of costs or in improvements in Services.
4. Links to third party websites
4.1 This WPAS may contain links to third party websites that are not affiliated with or owned, operated, or controlled by us, including third party payment system providers. You acknowledge and agree that we are not responsible for the content, privacy, policies or practices of such third party websites or the companies that own them. By using the WPAS, you expressly relieve us from any and all liability arising from your access and use of any third party website.
5. Transactions concluded through the WPAS
5.1 All Services, Subscriptions or packages made available through Comsoft-GAIA WPAS are made available for certain fees and subject to subscription process, and are governed by additional Terms of Licensing & Services Agreement, including Subscription Specific Terms, which will apply to you and your organization, and which you will have to accept. These terms are in addition to terms herein.
6. Intellectual Property Rights
6.1 The WPAS and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors or our service providers. We reserve the right to enforce, defend, protect or perfect these intellectual property rights to the fullest extent of the law in jurisdictions and courts of our choosing.
6.2 These Terms of Use permit you to use the WPAS for your use only. You must not reproduce, modify, republish, upload, post, transmit, adapt, download, distribute or howsoever deal with any content or material from the WPAS in any form or by any means without our prior written permission, and you are solely responsible for obtaining such permission before dealing with any content or material that is available on the WPAS.
7. Reliance on information posted
7.1 The information presented on or through the WPAS is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the WPAS, or by anyone who may be informed of any of its contents.
7.2 This WPAS may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinion expressed in these materials and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
8. Limitation of liability
8.1 Your use of the WPAS or its content, and any part there of or items obtained through the WPAS is at your own risk. The WPAS, its content, and any services or items obtained through the WPAS are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied, including but not limited to the warranties of merchantability, non-infringement, and fitness for particular purpose.
8.2 Without limitation to the generality of the foregoing, we expressly disclaim any warranty, condition, guarantee, term or representation as to: (i) the reliability, accuracy, completeness, and validity of any content or material that is part of the WPAS; (ii) that the functions contained on the WPAS will be secure, uninterrupted, free of errors or that any defects will be corrected; or that (iii) the WPAS or the server(s) that make it available are free of viruses or other harmful components. Any and all such warranties, conditions, terms and representations are specifically excluded. We assume no responsibility for errors or omissions in the materials on the WPAS, including factual or other inaccuracies or typographical errors.
8.3 To the maximum extent permitted under applicable law, we shall not be liable to any user of the WPAS or any other person for any direct, indirect, special or consequential loss or damage (including, but not limited to, damages for loss of profits, loss of data, data britches or loss of use or the WPAS unviability) arising out of or related to the use, inability to use, performance or failure of this WPAS or any materials posted therein, or any information contained therein or stored or maintained by us, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise.
8.4 You acknowledge and agree that your access and use of the WPAS is dependent on third party service providers such as internet, network, connectivity or other link providers. Your payment for any transactions or contracts concluded by you for the supply of goods or services formed through the WPAS may be processed by third party payment system providers and we do not retain or process any such payment information. We cannot guarantee the security of such third-party payment system(s) or any payment data on the WPAS We are not responsible for any acts or omissions of any third parties and disclaim any and all liability in connection with the acts, omissions or defaults of such third parties. Without prejudice to the generality of the foregoing, we are not responsible for the results of any credit inquiry, the availability or performance of the internet, your connection to the internet or the actions or inaction of any other person or entity, including any internet service provider. By using and/or accessing the WPAS, you expressly relieve us from any and all liability in connection with the acts, omissions or defaults of such third parties. You also agree that any data may be hosted by us on our platform or a third-party platform, in any location and country of our choice. We shall not be liable for any loss of data and data britches.
8.5 For the avoidance of doubt, nothing in this clause 9 excludes, restricts or modifies any condition, warranty, right or liability implied into these Terms of Use where to do so is illegal or would render any provision hereof void.
9. Indemnity
9.1 By using and/or accessing the WPAS, you agree to indemnify, hold harmless and defend us, our affiliates, licensors, service providers and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers and successors from any claims, losses, damages, liabilities, costs and/or expenses, including but not limited to legal fees arising directly or indirectly from your access of and/or use of this WPAS, including without limitation, any claims of infringement of a third party’s rights, any assertion and enforcement of our rights under these Terms of Use and any breaches of your obligations under these Terms of Use.
10. Illegality and severability
10.1 Each of the provisions of these Terms of Use is severable from the other(s). If any such provision or part thereof is or becomes invalid, unenforceable or illegal in any respect, such provision or part thereof shall, to the extent that such term is invalid, be deemed not to form part of these Terms of Use but the validity, enforceability or legality of the remaining provisions hereunder shall not in any way be affected or impaired thereby.
11. Entire agreement
11.1 The Terms of Use, our Privacy Policy and our Terms of Licensing & Services Agreement constitute the sole and entire agreement between you and us regarding the use of the WPAS and supersede all prior and contemporaneous understandings, agreement, representations, and warranties, both written and oral, regarding the WPAS. Notwithstanding anything to the contrary, you shall also be governed by appropriate Service and License specific terms of the Licensing and Services Agreement (“Licensing & Services Agreement”). Your access to the WPAS is conditional to and subject to your acceptance of and strict adherence to the Licensing & Services Agreement, and the commercial terms and other terms and conditions of the Licensing & Services Agreement shall be in addition to this Agreement. In case of a conflict between the terms of this Agreement and the terms of the Licensing & Services Agreement the terms of the later shall prevail. Until you have executed a Licensing & Services Agreement, the terms of our latest Licensing & Services Terms of Evaluation Agreement shall apply whether you have executed such an Evaluation Agreement or not. You are prohibited from using or accessing the WPAS if this is not acceptable to you. Any use of or access to the WPAS in any manner whatsoever by you or any individual or entity related to you or on behalf of you, shall mean your unconditional and irrevocable acceptance of (i) the terms of this Agreement and (ii) the terms of Licensing & Services Agreement or the Evaluation Agreement and (iii) the Terms of Privacy Policy, including any changes or updates to any of these. If you access or use certain portions of this WPAS offered through or from or by this WPAS, certain additional terms shall be applicable to you and your organization, and these terms shall be binding on you and your organisation, and if this is not acceptable to you, you may not use or access those portions of the WPAS or any part of Comsoft-GAIA Platform or Services or Subscriptions. You and or your organization may also be required to explicitly accept such additional terms and conditions based on your use of certain parts of the WPAS or use or subscription to services offered from the WPAS. These additional terms include, but are not limited to, the Terms of Licensing & Services Agreement, Subscription Specific Terms, etc.
12. Governing law
12.1 This Terms of Use and the use of our WPAS shall be governed by the laws of Singapore. You agree to submit any disputes arising out of or in connection with this Terms of Use to the exclusive jurisdiction of the Singapore courts.