Service

The Platform is an Internet based software-as-a-service platform built to facilitate the exchange and analysis of documents and data used for regulatory purposes, including but not limited to KYC processes. Use of the Service is subject to U-Reg’s Terms of Service. You understand and agree that use of the Platform constitutes acceptance of the these Terms and that a Username and a Password are only granted to the individual(s) accepting these Terms.

You may not access the Service if you are our competitor, direct or indirect, except with our prior written consent. In addition, you may not access the Service for any competitive purposes.

The Agreement

These Terms, any legal notices or disclaimers contained on the Platform, and any order form completed by the Customer and received and accepted by U-Reg (the “Order Form”) constitute the “Agreement”. If there is any discrepancy between these Terms of Service and the Order Form, these Terms of Service take precedence.

User Account

A User account is required for an individual to access the Platform and utilize the Service. The User, or any Customer granting access to a User, must create, or ask U-Reg to create on its behalf, a User Account to access and utilize the Service by providing U-Reg with current, complete and accurate information. Any Username and Password you may have are confidential and you must maintain confidentiality of such information. U-Reg reserves the right to suspend or terminate the Customer’s and / or the User’s usage of the Service if U-Reg suspects that the User is in breach of the Terms of Service.

You are solely responsible for any and all activities that occur under your Account. You shall notify U-Reg immediately of any unauthorized use of your Account, or any other breach of security, whether known or suspected. Customer agrees to indemnify and hold U-Reg harmless against any claim and / or liability resulting from Customer’s failure to comply with the responsibilities set forth in these Terms.

User Conduct

You must not modify, distribute, reverse engineer, disassemble, decompile, translate, create derivative works from or otherwise alter the Service, or attempt to decipher any code used in connection with the Service.

You must not transfer, lease, assign, rent or sublicense the rights granted to you under these Terms, or make the Service available for the use of other persons through your User Account. You may not use the Service for any purpose other than its intended purpose.

You must not use the Service to harm others. For example, you must not use the Service to harm, threaten or harass another person, organization or U-Reg.

In addition, you promise that you will not encourage or assist any third party to use the service:

1. in connection with sending unsolicited or unauthorized material, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
2. to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent;
3. to transmit through or post on the Service unlawful, defamatory, threatening, pornographic, abusive, libellous, invasive of another’s privacy, vulgar, obscene or otherwise objectionable material of any kind or nature;
4. to transmit through or post on the Service any material that encourages conduct that could constitute a criminal offense;
5. to transmit through or post on the Service any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity;
6. to transmit any material that contains or is used to initiate a denial of service attack software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, cancelbots or spyware;
7. to interfere with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of such networks;
8. to attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service through password mining or any other means;

U-Reg has no obligation to monitor the Service or any User’s use thereof or retain the content of any User. However, U-Reg reserves the right at all times to access, acquire, use, delete, monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, and such action is considered to be authorized by You.

Intellectual Property Rights

You are granted an access right, subject to the restrictions provided in these Terms, for purposes of using the Service. This access right is non-exclusive, non-sublicensable, revocable, non-transferable, limited right to access the Service.

Other than the subscription right and access right granted to you, you have no right, title or interest in or to the Service or any intellectual property rights related thereto. You agree that U-Reg own and retain all proprietary rights, title and interest, including intellectual property rights, in and to the Service.

Unauthorized duplication of any part of U-Reg’s Platform or Service is expressly prohibited without the express prior written permission of U-Reg. U-Reg will enforce its intellectual property rights to the full extent of the law.

Linked sites

In connection with the use of the Service the Platform may contain links to external websites. U-Reg does not endorse or accept any responsibility for the content of such websites, nor for the products or services or other items described on or offered by such websites, nor the data protection practices or policies of such websites. U-Reg is not liable or responsible for any loss or damage which may be suffered or incurred by You as a result of or in connection with any access to, or use of, such external websites.

Termination

This Agreement shall commence on the Effective Date and continue for the Term, as defined on the order form. U-Reg, in its sole discretion, may terminate this Agreement, your access to the Service (in whole or in part), your User Account together with your username and your password and discard any Uploaded Data if you fail to comply with this Agreement.

You may terminate your Customer Account upon thirty (30) days’ notice to U-Reg at any time; however, you will not receive a refund of any portion of your fees paid to U-Reg. Any written notice of termination must be submitted by email to admin@u-reg.com. Upon termination of this Agreement, you must immediately cease all access to and use of the Service through any means.

Upon termination of this Agreement for any reason or upon discontinuance or abandonment of your use of the Service, you must promptly destroy all materials in your possession pertaining to the, but not including any Documents or Data which is rightfully in your possession. You agree to promptly provide U-Reg with written certification of your compliance with the terms of this paragraph upon U-Reg’s request.

Upon termination of this Agreement, you may request a file of your Uploaded Data, which U-Reg will make available for a fee. You must make such request within thirty (30) days of termination. U-Reg shall have no obligation to maintain any Uploaded Data stored in your Account or to forward any Uploaded Data to you or any third party.

Documents and Data

Documents uploaded on the Platform are not considered part of the Service and remain the property of their respective owner(s). You retain all rights to any and all your documents. Access to such documents through the Platform is strictly at the discretion of the party contracting for the Service. U-Reg will not edit or disclose any identifiable document or data, without your prior permission, except as permitted by these Terms or as required by applicable law.

U-Reg may access uploaded documents or data, or any other information you uploaded, to process data entry into features available on the Platform such as, including but not limited to, questionnaires, templates or other regulatory forms. Data processing is a service provided at your request and use of the data entry features available on the Platform constitutes an explicit authorization to access your documents or data. You may opt out of these features or services. U-Reg may also access your account, including uploaded documents or data, to service your account, to respond to technical problems or as required by applicable law.

You, and not U-Reg, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all uploaded data, and U-Reg shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any document or data.

You acknowledge that the transmission of documents or data via the Service is subject to the likelihood of human and machine errors, omissions, delays and losses, including but not limited to viruses or inadvertent loss of data or damage to media. U-Reg will not be liable for any such errors, omissions, delays or losses, except to the extent caused by its gross negligence or willful misconduct, and subject to all other terms and conditions of this Agreement.

The Service should only be used as a conduit for exchange of information, not as primary information storage. As a User, you are responsible for adopting reasonable measures to limit the impact of data loss, such as corruption or virus infection, including keeping on your local computer backup copies of data you transmit via the Service in the event you have to re-transmit the data; verifying the data in documents or other materials before transmitting them via the Service; and verifying that documents and other information you have posted to the Service has been properly posted and have been permissioned to only those persons to whom you wish to grant access. You also understand that other Users with appropriate access rights may have access to documents and data you transmit through the Service. You shall also run antivirus software on any computer you use to access the Service and shall ensure that documents and files transmitted through the Service have been scanned for viruses.

Data Privacy

Use of the Service is subject to U-Reg’s Privacy Policy. You can view U-Reg’s Privacy Policy by clicking here. By accepting this Agreement, you also acknowledge that you have read and agree to the terms of U-Reg’s Privacy Policy.

As part of the Serviced we may collect, use and disclose Personal Data in accordance with our Privacy Policy. By engaging our professional services, you consent to such collection, use and disclosure for the following purposes:

1. providing access and service to our Platform, including portal access and regulatory services;
2. client relationship management (including sending updates, information relating to our services and business, services offered by third parties, events invitation, newsletters or publications and marketing material);
3. obtaining feedback for our services;
4. regulatory compliance and internal record keeping;
5. all other purposes necessary and/or incidental to our business, as required in the ordinary course of work, and all purposes necessary for or related to any of the above purposes.

In case you provide us with any Personal Data of third parties, including but not limited to Personal Data of your employees, related individuals, agents and/or business partners, you need to obtain all consents, if necessary, from such third parties to collect, use and disclose Personal Data for the purposes as set out above.

In this respect, you undertake to, at all times, well and sufficiently indemnify and keep indemnified U-Reg against all claims and demands for which we may be legally liable and against all action, suits, proceedings, claims, demands, costs and expenses whatsoever which may be taken or made against us or incurred or become payable by us in the course of collecting, using and disclosing personal data supplied by you.

Restrictions

Certain areas of the platform might be restricted from access by you and U-Reg may further restrict access by you to any areas of the platform, at any time, in its sole and absolute discretion.

Confidentiality

You acknowledge that the Service, including without limitation the software documentation or video tutorials, has been developed by U-Reg at great expenditure of time, resources and money, and are considered proprietary and constitute confidential information of U-Reg. Therefore, you undertake that except as needed to use the Service, you will not disclose details about the Service to any third party and will exercise the highest reasonable degree of care to safeguard the confidentiality thereof.

No warranties

The platform is provided on an “as is” basis, and U-Reg makes no express or implied representations or warranties, of any kind related to the Platform, and especially that the use of the Service will be timely, uninterrupted or error free, or operate with any other hardware, software, system or data, or that errors and defects will be corrected. All other conditions, representations or warranties are hereby disclaimed by U-Reg to the maximum extent permitted by applicable law. Additionally, nothing contained on the Platform shall be construed as providing consult or advice to you.

Limitation of liability

In no event shall U-Reg, nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of this Website, whether such liability is under contract, tort or otherwise, and U-Reg, including its officers, directors and employees shall not be liable for any indirect, consequential or liability of any type or kind (including loss of data or revenues) arising out of or in any way related to your use of this Website, whether or not U-Reg has been previously advised of the possibility of such damage. This limitation upon damages and claims is intended to apply without regard to whether other provisions of this agreement have been breached or have been held to be invalid or ineffective.

Indemnification

You hereby agree to indemnify, defend and hold harmless to the fullest extent U-Reg, its parents, its affiliates and their respective officers, directors, employees, representatives or agents from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees and costs) arising out of or in any way related to your use of the Service and breach of any of the provisions of these Terms.

Interpretation

In these Terms:

1. clause headings shall not affect its interpretation;
2. unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular, and a reference to one gender shall include a reference to the other genders;
3. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision;
4. a reference to writing or written includes email and
5. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

Variation of Terms

U-Reg, at its sole discretion, reserves the right to change, modify, amend or revise these Terms from time to time, without notice, by posting changes on the Platform and you are agreeing to be bound by the then current version of these Terms. By using the Service you are expected to review such Terms on a regular basis to ensure you understand all terms governing use of the Service.

Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of Singapore, and you irrevocably submit to the exclusive jurisdiction of the courts of Singapore.