Terms Of Service
Welcome to Sense Of Wonder Group. These terms & conditions (these “Terms”) apply to the Services (as defined below), which Sense Of Wonder Group Pte. Ltd. (“SOWG”, “we”, “our” or “us”) provides you with. In these Terms, the “Services” means the speech to text transcription services (public cloud) provided through our website and other services designated by us from time to time.
1 USER ELIGIBILITY
1.1 You may not access or use the Services and may not accept these Terms if you are a person barred from using the Services under the applicable laws of Singapore or the country that you are resident in.
1.2 If you are an individual, you must be at least 18 years of age (or the age of legal majority where you live) to use the Services. If you are an individual who is at least 13 years of age but under the age of 18 (or the age of legal majority where you live) (a “Minor”), you may only use the Services if you have received your parent’s or legal guardian’s consent to use our Services and to be bound by these Terms. If you are the parent or legal guardian of a Minor who uses our Services, you accept and agree to be bound by these Terms and are solely responsible for the supervision of the Minor’s use of the Services.
2 USE OF THE SERVICES
2.1 You may be required to provide or upload User Data (as defined below) to use the Services. You are solely responsible for the User Data and the consequences of providing and uploading the User Data.
2.2 You expressly acknowledge and agree that the use of or any reliance upon any data, information or result available through the Services is solely and completely at your own risk and responsibility.
2.3 The Services are made available to you only for the Permitted Uses (as defined below). Unless otherwise agreed in writing between SOWG and you, you may not sell or distribute the Services to any third party.
2.4 For the purposes of these Terms:
(a) “User Data” means all documents, information, items and materials in any form, whether owned by you or a third party, which are provided by you to us in connection with the Services, including, but not limited to, voice recordings, audio recordings and other types of data; and
(b) “Permitted Uses” means any use of the Services that has not been specifically excluded by SOWG in writing, and does not (i) breach any applicable laws, rules and regulations; (ii) infringe or violate any third party rights (including, but not limited to, Intellectual Property Rights); and (iii) breach any of these Terms (including, but not limited to, Section 5 below).
3 INTELLECTUAL PROPERTY RIGHTS
3.1 All Intellectual Property Rights (as defined below) in or arising out of or in connection with our website and the Services (including, but not limited to, in the Deliverables but other than in the User Data and the Feedback (as defined below)) will be owned by us, our affiliates and/or other licensors and are protected by copyright laws and other intellectual property laws and treaties.
3.2 We agree to grant you a non-exclusive, revocable licence to use the Deliverables. You may not sub-license, assign or otherwise transfer the rights granted in this Section 3.2.
3.3 You grant us a fully paid-up, non-exclusive, royalty-free, transferable licence to copy and modify the User Data for the purpose of providing the Services to you.
3.4 You warrant that:
(a) your use of the Services shall not infringe any Intellectual Property Rights of any third party;
(b) the receipt and use of the User Data and the Feedback in the performance of this agreement by us, our agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
(c) you own or have obtained all necessary authorisations and permission to grant the Intellectual Property Rights contemplated under these Terms to us (including, but not limited to, under Sections 3 and 6).
3.5 For the purposes of these Terms:
(a) “Intellectual Property Rights” means all patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up , goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; and
(b) “Deliverables” means the output of the Services, being the text that has been transcribed from the User Data.
4 SERVICE FEES
You are not required to pay fees for the Services that you use on our website for demonstration purposes. For any feature of the Services that you are required to pay fees, we will inform you accordingly and you and SOWG will separately agree to the terms and conditions of such Services.
5 PROHIBITED CONDUCT
You agree not to misuse the Services. Accordingly, you will not (among other things):
(a) upload any content or materials that may be interpreted as libellous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights (including, but not limited to, Intellectual Property Rights);
(b) infringe our Intellectual Property Rights described in Section 3 above;
(c) attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Services that you are not authorised to access;
(d) reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Services;
(e) access, monitor or copy any element of the Services using automated means (including, but not limited to, a robot, spider, or scraper);
(f) destroy, obstruct, tamper with, or alter any system, data or network related to the Services; transmit to us, store on any system related to the Services, or activate, any data containing computer viruses or other harmful computer programs;
(g) damage, disable, overburden or impair the Services;
(h) develop or use any applications that interact with the Services without our prior written consent;
(i) use the Services in any illegal, fraudulent or other unauthorised manner, or engage in, encourage or promote any activity that violates these Terms; or
(j) use our Services in a manner that results in the breach of any applicable laws.
If you provide any feedback to us concerning the functionality and performance of the Services (including, but not limited to, identifying potential errors and improvements) (the “Feedback”), you agree that:
(a) your Feedback does not contain the confidential, proprietary or personal information of third parties;
(b) we have no obligation of confidentiality, express or implied, regarding the Feedback;
(c) we may have something similar to the Feedback already under consideration or in development; and
(d) you hereby grant to us a world-wide, perpetual, non-exclusive, assignable, sub- licensable, transferable right to use your Feedback without payment to you for any purpose, including to improve the Services and create other products and services, and irrevocably waive, and cause to be waived, against us and other parties designated by us, any claims and assertions of any moral rights contained in such Feedback.
7 PERSONAL DATA
7.2 You undertake and warrant that:
(a) you shall comply with the Applicable Personal Data Protection Laws (as defined below);
(c) in accordance with the Applicable Personal Data Protection Laws, you confirm and verify the accuracy and completeness of the personal data in the User Data and the Feedback (if any).
7.3 For the purposes of these Terms:
(a) “Applicable Personal Data Protection Laws” means all applicable laws on data protection and data privacy, including, but limited to, the Personal Data Protection Act 2012 (No. 26 of 2012) of Singapore (the “PDPA”); and
(b) “personal data” has the meaning ascribed to it in the PDPA.
8 SUSPENSION AND TERMINATION
8.1 We may, in our sole discretion and without notice or liability to you, restrict, suspend, or terminate your use of, or access to, all or a part of the Services for any reason whatsoever, including, without limitation, if:
(a) we believe that you have violated any of these Terms;
(b) we are required to do so under law, rule, regulation or other government authorities;
(c) any unexpected technical issues or problems occur; or
(d) circumstances arise that are reasonably beyond our control (including, but not limited to, earthquake, flood, or other natural disasters, catastrophe, labour dispute, civil disruption, war, epidemic or pandemic or amendment of law or regulation).
8.2 When we terminate your use of the Services pursuant to Section 8.1 the agreement based on these Terms and formed between SOWG and you is immediately terminated. Upon the termination, you must immediately cease using the Services. Our rights and your obligations will survive the termination.
9 NO WARRANTIES
9.1 THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. YOU ASSUME ALL RESPONSIBILITY FOR SELECTION OF THE SERVICES TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE USE OF, AND RESULTS OBTAINED FROM THE SERVICES. SOWG, ITS SUBSIDIARIES AND ITS AFFILIATES (COLLECTIVELY, THE “SOWG GROUP COMPANIES”) DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL NOT CONTAIN ERRORS. OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOWG GROUP COMPANIES DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, TITLE, NON INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES OR AGAINST INFRINGEMENT.
9.2 You hereby acknowledge and agree that some atmospheric, geographic, or topographic conditions, failure, congestion or outages of utility or wireless networks and other various conditions beyond our control may prevent or delay us from providing the Services to you, or affect the quality of the Services.
10 LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS SECTION
10.1 REFERENCES TO LIABILITY IN THIS SECTION 10 INCLUDE EVERY KIND OF LIABILITY ARISING UNDER OR IN CONNECTION WITH THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION, GUARANTEE OR OTHERWISE HOWSOEVER, AND WHATEVER THE CAUSE THEREOF.
10.2 NOTHING IN THESE TERMS LIMITS ANY SOWG PARTY’S (AS DEFINED BELOW) LIABILITY THAT CANNOT LEGALLY BE LIMITED, INCLUDING, LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.
10.3 IN NO EVENT SHALL ANY SOWG PARTY’S TOTAL LIABILITY FOR ANY CLAIMS IN CONNECTION WITH THE USE OF THE SERVICES AND/OR OUR WEBSITE EXCEED S$100.
10.4 IN NO EVENT SHALL ANY SOWG PARTY BE LIABLE FOR ANY OF THE FOLLOWING:
(a) ANY INCREASED COSTS OR EXPENSES;
(b) ANY LOSS OF PROFIT, USE OR CORRUPTION OF SOFTWARE, DATA, OR INFORMATION, BUSINESS, CONTRACTS, REVENUES, OR ANTICIPATED SAVINGS; OR
(c) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM
(A) YOUR ACCESS TO OR USE OF THE SERVICES;
(B) ANY CONDUCT OR CONTENT TAKEN BY YOU OR ANY THIRD PARTY IN RELIANCE UPON THE SERVICES;
(C) ANY CONTENT OBTAINED FROM THE SERVICES (INCLUDING ANY INACCURACY, INCOMPLETENESS IN, OR EMISSIONS OR ERRORS IN THE TRANSMISSIONS OF SUCH CONTENT); AND/OR
(D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
10.5 EACH OF THE FOREGOING EXCLUSIONS OF LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER THE RELEVANT SOWG PARTY HAS BEEN WARNED OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.6 EACH OF THE FOREGOING SECTIONS 10.1 TO 10.5 SHALL BE CONSTRUED AS A SEPARATE LIMITATION (APPLYING AND SURVIVING EVEN IF FOR ANY REASON ONE OR OTHER OF THE SAID SECTIONS IS HELD INAPPLICABLE OR UNREASONABLE IN ANY CIRCUMSTANCES) AND SHALL REMAIN IN FORCE NOTWITHSTANDING TERMINATION OF THESE TERMS.
10.7 FOR THE PURPOSES OF THESE TERMS, AN “SOWG PARTY” SHALL MEAN ANY OF THE FOLLOWING: (I) THE SOWG GROUP COMPANIES, AND (II) THEIR OFFICERS, EMPLOYEES, DIRECTORS, REPRESENTATIVES, AGENTS, LICENSORS AND SUPPLIERS.
11 INDEMNITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS SECTION
11.1 YOU SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND EACH SOWG PARTY FROM ALL LIABILITIES, COSTS, EXPENSES, DAMAGES AND LOSSES (INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSSES, LOSS OF PROFIT, LOSS OF REPUTATION AND ALL INTEREST, PENALTIES AND LEGAL COSTS (CALCULATED ON A FULL INDEMNITY BASIS) AND ALL OTHER PROFESSIONAL COSTS AND EXPENSES) SUFFERED OR INCURRED BY THE SOWG PARTY ARISING OUT OF OR IN CONNECTION WITH:
(a) ANY BREACH OF YOUR WARRANTIES CONTAINED IN SECTIONS 3
AND 7 ABOVE;
(b) YOUR BREACH OR NEGLIGENT PERFORMANCE OR NON-PERFORMANCE OF ANY OF THESE TERMS;
(c) ANY CLAIM MADE AGAINST THE SOWG PARTY FOR ACTUAL OR ALLEGED INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF OR IN CONNECTION WITH THE SOWG PARTY’S USE OF THE USER DATA OR THE FEEDBACK (OR BOTH); AND/OR
(d) ANY CLAIM MADE AGAINST THE SOWG PARTY BY A THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF THE SERVICES TO THE EXTENT THAT SUCH CLAIM ARISES OUT OF THE BREACH, NEGLIGENT PERFORMANCE OR FAILURE OR DELAY IN PERFORMANCE OF THIS AGREEMENT BY YOU.
11.2 THIS INDEMNITY SHALL APPLY WHETHER OR NOT THE RELEVANT SOWG PARTY HAS BEEN NEGLIGENT OR AT FAULT (OR BOTH).
We reserve the right to unilaterally change these Terms on a going-forward basis at any time. Any such changes will be effective 15 days following either our dispatch of a notice to you or our posting of the amendment on the website associated with the Services. If you do not agree to any change to these Terms, you must discontinue using the Services. Your continued use of the Service after any such amendments to these Terms shall be deemed to be acceptance of any such amendments.
13.1 Governing Law and Jurisdiction. These Terms are governed by and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Singapore courts.
13.2 Severance. If any provision of these Terms or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and shall not affect the validity, legality or enforceability of any other provision of these Terms.
13.3 Entire Agreement. These Terms and the provisions referenced herein, constitute the entire agreement between you and SOWG pertaining to the subject matter hereof and supersedes all prior or other arrangements, understandings, negotiations and discussions, whether oral or written. Nothing in this Section 13.3 shall, however, operate to limit or exclude liability for fraud, wilful misconduct or wilful concealment by any party.
13.4 Remedies and Waivers. No failure on the part of any party to exercise, and no delay on its part in exercising, any right or remedy under these Terms will operate as a release or waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver of any of the provisions of these Terms shall be deemed or shall constitute a waiver of any other provisions hereof, nor shall a waiver constitute a continuing waiver unless otherwise expressly provided. The rights provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.
13.5 Assignment. You shall not have the right to assign all or any part of your interest in these Terms without our prior written consent.
13.6 Contracts (Rights of Third Parties) Act. Subject to Section 13.7 below, no term of these Terms is enforceable under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) (the “CRTPA”), by a person who is not a party to these Terms.
13.7 Each SOWG Party has the unconditional right under the CRTPA to enforce the limitation of liability Section (set out in Section 10 above) and the indemnity Section (set out in Section 11 above) against you.
13.8 Force Majeure. We shall not be liable (as defined in Section 10.1 above) for delay in performing or for failure to perform our obligations if the delay or failure results from any of the following:
(a) acts of God, flood, or other natural disasters;
(b) an outbreak of an epidemic or pandemic, or quarantine restrictions;
(c) hostilities, riot, civil disturbance, or acts of terrorism;
(d) the act of any government or authority (including refusal or revocation of any licence or consent);
(e) fire, explosion, flood, or bad weather;
(f) the default of suppliers or subcontractors;
(g) interruption or failure of utility service;
(h) theft, malicious damage, strike, lock-out or industrial action of any kind; and/or
(i) any cause or circumstance whatsoever beyond our reasonable control.
13.9 Notice. Any notice or other communication given to us under or in connection with these Terms shall be in writing and shall be sent by email to email@example.com. Any notice or other communication shall be deemed to have been received (i) at the time of transmission or (ii) if it falls outside our business hours, when business hours resume. For the purposes of this Section 13.9, “business hours” means 9.00 a.m. to 6.00