“Affiliates” means, with respect to JomeDigital[dot]com, the entities within its corporate group that are under common control.
“Agreement” means these terms and conditions, any appendices and addenda referenced herein or on an Order, and any Order.
“Applicable Law” means any legally binding obligation on a party, including statutes, rules, regulations, codes, court rulings, or any other binding requirement in Singapore.
“Claim” means any claim, action, suit, dispute, or proceeding. “Confidential Information” means any information that a party discloses to the other party that is marked as confidential or that a reasonable person would understand to be confidential (including trade secrets).
“Customer” means the party identified as the customer on an Order. “Customer Data” means data that Customer makes available to JomeDigital for the purpose of JomeDigital[dot]com processing that data on Customer’s behalf.
“Data Processing Addendum” or “DPA” means the Data Processing Addendum available at [link to the DPA].
“Indemnitees” means, with respect to JomeDigital, that company, its Affiliates, and its own and its Affiliates’ directors, officers, employees, agents, and other representatives.
“Losses” means any losses, damages, liabilities, awards, and costs (including court costs and reasonable attorneys’ fees) related to a Claim.
“Order” means an ordering document that sets out the products or services that JomeDigital or a third party is to provide to Customer.
“Publishing Guidelines” means a set of instructions available at [link to the Publishing Guidelines], that Customers must follow when publicizing the Services or the results of the Services, including Supplier Data.
“Resold Services” means the products or services that a third party is to provide to Customer as set out on an Order.
“Services” means the services that JomeDigital provides to Customer as set out on an Order. “Service Appendix” or “SA” means the service appendix available at [link to the SA].
“Supplier”, “we”, “us”, or “our” means JomeDigital.
“Supplier Data” means any data in JomeDigital’s platform that JomeDigital uses in providing the Services, including third-party content, but excluding Customer Data. “Term” is defined in section 6.
“User” means an individual from the entities within the Customer’s corporate group that Customer has authorized to use the Services and/or the Resold Services.
“User privacy statement” means a document available at [link to the User Privacy Policy] that outlines how JomeDigital processes User data.
2. Services
2.1. Services: This Agreement sets out the terms of the contract between Customer and its Affiliates, and JomeDigital and the Services that JomeDigital provides, including any Supplier Data that Customer accesses.
2.2. Supplier Responsibility: During the Term, JomeDigital will:(a) provide the Services with reasonable skill and care; (b) not make a material adverse change to the functionality of the Services; (c) provide the Services in material accordance with any descriptions of the Services set forth on an Order and/or Service Appendix; and (d) process any personal data in accordance with the Data Processing Addendum.
2.3. Customer Data Use: JomeDigital may use aggregated or anonymized versions of Customer Data to improve its Services. Except for JomeDigital’s Sub-Processors, JomeDigital will not share Customer Data with any other customer or third parties.
2.4. Resold Services: Where an Order specifies Services and Resold Services: (a) JomeDigital will provide Services to Customer subject to the terms of this Agreement; and (b) the third party will provide Resold Services to Customer subject to the third party’s terms stated in the Order. JomeDigital is only responsible for its own Services and not any Resold Services.
3. Use of the Services
3.1. Customer Responsibility: Customer: (a) is responsible for its compliance with the Agreement, including Service Appendix and Data Processing Addendum, and will ensure that each User complies with the terms of this Agreement as if that User were Customer; and (b) has the right, title, permissions, and interest in the Customer Data to make it available to JomeDigital for processing; (c) is responsible for any business decisions made on the basis of information derived from using the Services.
3.2. Restrictions: Customer will not: (a) sell, resell, license, sublicense, or otherwise make the Services available to anybody other than its Users; (b) distribute the results of the Services, including Supplier Data, to any non-User for any reason other than Customer’s (or User’s) business purpose or as permitted in Section 9.4; (c) subject to Applicable Law, attempt to reverse-compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form any part of the Services; (d) use the Services or any Supplier Data in a manner that violates Applicable Law, including Applicable Law about data protection, privacy, or information security; or (e) interfere with or disrupt the performance of the Services, including spamming, hacking, and violating JomeDigital’s API rate limits.
3.3. Affiliate Use: Customer’s Affiliates may serve as Users under this Agreement. Alternatively, Customer’s Affiliates may enter into their own Orders as mutually agreed with JomeDigital, which creates a separate agreement between each such Affiliate and JomeDigital incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s separate agreement with JomeDigital, and breach or termination of any such separate agreement affects only that agreement.
3.4. Password Protection: Each party will use reasonable efforts to ensure that any User IDs and passwords to use Services are kept confidential. Subject to Applicable Law, each party will promptly notify the other party upon discovery if the security of a User ID or password may be or is compromised.
4. Fees
4.1. Fees: Customer will pay JomeDigital the fees for the Services and any Resold Services set out in an Order. The fees for the Services are exclusive of legally applicable taxes, levies, duties, or similar governmental assessments, including goods and services tax (GST). Customer will provide JomeDigital with the information it reasonably requires to send an invoice. Unless stated otherwise in an Order or these terms and conditions, all fees are subject to an annual price increase of 10%, are non-cancellable and non-refundable, and invoiced annually in advance.
5. Confidential Information and Intellectual Property
5.1. Confidential Information: Each party acknowledges that, in the course of performing under this Agreement, it may have access to or receive Confidential Information of the other party. Confidential Information includes, but is not limited to, trade secrets, business plans, financial information, customer lists, pricing information, and any other information that is marked as confidential or that a reasonable person would understand to be confidential.
5.2. Obligations: Each party agrees to hold the other party’s Confidential Information in strict confidence and not to disclose or use such Confidential Information for any purpose other than as necessary to perform its obligations under this Agreement. Each party shall use at least the same degree of care in protecting the other party’s Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
5.3. Exceptions: The obligations of confidentiality set forth in this Agreement shall not apply to any information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully in the possession of the receiving party without obligation of confidentiality prior to receipt from the disclosing party; (c) is rightfully received by the receiving party from a third party without restriction on disclosure and without breach of this Agreement; or (d) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
5.4. Intellectual Property Rights: Each party retains all right, title, and interest in and to its intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, and any other proprietary rights. Nothing in this Agreement shall be construed to grant to the other party any ownership or rights to use the intellectual property of the disclosing party except as expressly provided herein.
5.5. Feedback: If either party provides the other party with any suggestions, feedback, or improvements related to the Services or any other aspect of the Agreement (“Feedback”), the receiving party may use, modify, and incorporate such Feedback into its products and services without any obligation of compensation or attribution to the providing party.
5.6. Injunctive Relief: Each party acknowledges that a breach of this section 5 may cause irreparable harm to the non-breaching party for which monetary damages may not be an adequate remedy. Therefore, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to enforce the provisions of this section 5.