Last Updated: 22nd May 2018
Welcome and thanks for your interest in BTN Pte Ltd (“BTN”, “We”,”Us”, “the Developer”). The following Terms of Service are a legal contract between you (“You”) and BTN regarding your use of BTN software and services (collectively referred to as “Developer Services”). People who use BTN’s software and services are referred to individually as “User” and collectively as “Users”.
For purposes of this contract “Software” means all digital content and software programs distributed, published or otherwise made available by the Developer or its affiliates including, but not limited to mobile apps (applications), downloadable/installable apps for personal computer, and apps accessed by means of a browser or other online communication method. Software also includes updates and upgrades as well as accompanying manual(s), packaging and other written, files, electronic or on-line materials or documentation, and any and all copies of such software and its materials.
“Services” means all services made available by the Developer, including but not limited to services accessed through mobile apps, by means of a browser or by other online communication methods.
Software and Services are collectively referred to as “Developer Services”.
THE DEVELOPER SERVICES ARE LICENSED, NOT SOLD. The Developer Services, its content and the related documentation ARE NOT FOR SALE. They are and shall remain in the Developer’s sole property and are protected by international copyright, patent, and trademark laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. All intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.) evidenced by or embodied in and/or attached/connected/related to the Developer Services are and shall be owned solely by the Developer. This Agreement does not convey to you an interest in or to the Software but only a limited revocable right of use in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of the Developer’s intellectual property rights under any law.
IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE CONSENT FOR YOUR CHILD TO USE THE DEVELOPER SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE IN RESPECT OF SUCH CHILD’S USE OF THE DEVELOPER SERVICES.
If you do not accept these Terms of Service, do not install, use or access the Developer Services.
Table of Contents:
Third party content
User Generated Content
Modification of Terms
Disclaimers; No warranties
Limitation of liability and damages
1.1 SOFTWARE LICENSE. Subject to these Terms of Service, the Developer hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use one copy of the Software for your personal non-commercial use on a single computer or computing unit. The rights granted herein are subject to your compliance with these Terms of Service. The Software is being licensed to you and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and these Terms of Service are not to be construed as a sale of any rights in the Software.
1.2 SERVICE LICENSE. Subject to these Terms of Service, the Developer hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Services as provided by the Developer, for your personal non-commercial use. The rights granted herein are subject to your compliance with these Terms of Service.
1.3 LICENSE TERM. The term of your licenses shall commence on the date that you install or otherwise use the Software and/or Services and ends on the earlier date of either your disposal of the Software and/or Services or the Developer’s termination of these Terms of Service. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the Software and/or Services or you otherwise use the Software and/or Services in breach of the Terms of Service.
1.4 OWNERSHIP; NO OTHER LICENSES. The Developer retains all right, title and interest in and to the Developer Services, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sound effects, musical works, and moral rights whether registered or not and all applications thereof. The Developer Services are protected by applicable laws and treaties throughout the world. Unless expressly authorized by mandatory legislation, the Developer Services may not be copied, reproduced or distributed in any manner or medium, in whole or in part, without prior written consent from the Developer. All rights not expressly granted to you herein are reserved by the Developer.
2. THIRD PARTY CONTENT
The Developer Services may include links or references to other content (including but not limited to images, videos, books, whitepapers and journal publications), websites, software or services solely as a convenience to Users (“Third Party Content”). BTN does not endorse any such Third Party Content or the information, materials, products, or services contained on or accessible through the Third Party Content. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES IS SOLELY AT YOUR OWN RISK.
4. USER GENERATED CONTENT
The Developer Services may allow you to create content (“User Generated Content”), including but not limited to screenshots or a video of your usage of the Developer Services. However, in exchange for use of the Developer Services, and to the extent that your contributions through use of the Developer Services give rise to any copyright, design right or any other intellectual or industrial property right you hereby grant the Developer an exclusive, royalty-free, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your contributions in any way and for any purpose including, but not limited to the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute your contributions without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual and industrial property rights by applicable laws and international conventions. If not expressly prohibited by mandatory legislation, you hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to the Developer’s and other users viewing and enjoyment of such assets in connection with the Developer Services and related goods and services under applicable law. This license grant to the Developer and the above waiver of any applicable moral rights survives any termination of these Terms of Service.
4.1 CREDITING BTN. If You distribute, publicly perform or display, transmit, publish, or otherwise make available any User Generated Content or any derivative works thereof, You must also prominently provide, along with such User Generated Content or derivative work, a link to the BTN Website (www.btn.sg) and a notice that credits the specific Developer Services that were used to create the User Generated Content.
5. PROHIBITED CONDUCT
YOU AGREE NOT TO:
5.1 use the Developer Services for any commercial or professional use or purpose unless expressly permitted by BTN in writing, it being understood that the Developer Services are intended for educational, non-commercial use only; The Developer Services are not provided to inform professional decision making and are not a substitute for professional advice. Kindly consult a relevant qualified professional when making decisions.
5.2 make a copy of, rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses for any Developer Services.
5.3 delete the copyright or other proprietary rights notices on the Developer Services or on any content created using the developer services
5.4 assert, or authorize, assist, or encourage any third party to assert, against BTN or any of its affiliates or licensors any patent infringement or other intellectual property infringement claim regarding the Developer Services you have used or User Generated Content you may have created using the Developer Services.
5.5 use the Developer Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
5.6 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Developer Services, features that prevent or restrict use or copying of any content accessible through the Developer Services, or features that enforce limitations on the use of the Developer Services;
5.7 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Developer Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
5.8 modify, adapt, translate or create derivative works based upon the Developer Services or any part thereof, except and only to the extent expressly permitted by BTN herein or to the extent the foregoing restriction is expressly prohibited by applicable law;
5.9 intentionally interfere with or damage operation of the Developer Services or any user’s enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks or by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
5.10 misrepresent the source of ownership of the Developer Services;
5.11 transport, export or re-export (directly or indirectly) into any country forbidden to receive such Developer Services by any U.S. or other export laws or accompanying regulations or otherwise violate such laws or regulations, that may be amended from time to time;
5.12 disclose the results of any benchmarking of the Software, or use such results for your own competing software development activities;
5.13 The Developer Services may include measures to control access to the Developer Service, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under these Terms of Service. Only Developer Services subject to a valid license can be used to access online services, and download updates and patches. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If you disable or otherwise tamper with the technical protection measures, the Developer Services may not function properly.
6. MODIFICATION OF TERMS.
BTN reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. Please check the Terms periodically for changes. Your continued use of the Developer Services after the posting of changes constitutes your binding acceptance of such changes.
7.1 Termination by BTN. BTN, in its sole discretion, for any or no reason, and without penalty, may terminate Your use of the Developer Services at any time. BTN may also in its sole discretion and at any time discontinue providing access to the Developer Services, or any part thereof, with or without notice. You agree that any termination of your access to the Developer Services or any User Generated Content You may have, or portion thereof, may be affected without prior notice, and You agree that BTN will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies BTN may have at law or in equity.
7.2 Termination by You. Your only remedy with respect to any dissatisfaction with (a) the Developer Services, (b) any term of these Terms of Service, (c) any policy or practice of BTN in operating and providing the Developer Services, or (d) any content or information created or transmitted through the Developer Servies, is to discontinue Your use of the Developer Services, uninstall any Software from your computing devices and delete any User Generated Content you may have in your property.
You agree to indemnify, defend, and hold harmless BTN, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners (“BTN Indemnitees”) from any claims, losses, damages, liabilities, and expenses (including legal fees and expenses), arising out of any use or misuse of the Developer Services, any violation of the Terms, or any breach of the representations, warranties, and covenants made herein. BTN reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify BTN, and You agree to cooperate with BTN’s defense of these claims. BTN will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
9. DISCLAIMERS; NO WARRANTIES.
9.1 NO WARRANTIES. THE DEVELOPER SERVICES, AND ALL DATA, INFORMATION, SOFTWARE, WEBSITE MATERIALS, CONTENT, USER CONTENT, THIRD PARTY CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE DEVELOPER SERVICES, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BTN, AND ITS AFFILIATES AND LICENSORS, DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BTN OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
9.2 CONTENT. BTN, AND ITS SUPPLIERS, LICENSORS, AND AFFILIATES, DO NOT WARRANT THAT THE DEVELOPER SERVICES OR ANY DATA, USER GENERATED CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE DEVELOPER SERVICES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
9.3 HARM TO YOUR COMPUTER. YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, WEBSITE MATERIALS, SOFTWARE, OR DATA THROUGH THE DEVELOPER SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS THEREFROM.
9.4 LIMITATIONS OF APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
10. LIMITATION OF LIABILITY AND DAMAGES
10.1 LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL BTN OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR PROFITS, LOSS OF DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO YOUR USE OF (OR INABILITY TO USE) THE WEBSITE OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH BTN, EVEN IF BTN OR A BTN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, BTN’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
10.2 LIMITATION OF DAMAGES. IN NO EVENT WILL BTN’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’, LICENSORS’, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE DEVELOPER SERVICES OR YOUR INTERACTION WITH OTHER DEVELOPER SERVICES USERS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE DEVELOPER SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
10.3 BASIS OF BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT BTN HAS OFFERED THE DEVELOPER SERVICES AND ENTERED INTO THE TERMS IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND BTN, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND BTN. BTN WOULD NOT BE ABLE TO PROVIDE THE DEVELOPER SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
11.1 WAIVER. The failure of BTN to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by BTN.
11.2 DISPUTE RESOLUTION AND ARBITRATION
(a) Governing Law. The Terms will be governed by and construed in accordance with the laws of Singapore, without giving effect to any principles of conflicts of law.
(b) Arbitration. For any claim related to the Terms or the Developer Services, either BTN or You may elect at any point in or during a dispute or proceeding to resolve the claim through binding non-appearance-based arbitration. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Jurisdiction. You agree that any action at law or in equity arising out of or relating to the Terms or BTN will be filed only in the in and for Singapore, and each of You and BTN hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action, except as provided in the preceding section regarding arbitration. Notwithstanding this, BTN shall still be allowed to apply for injunctive or other equitable relief to protect or enforce its intellectual property rights in any court of competent jurisdiction.
(d) Improperly Filed Claims. All claims you bring against BTN must be resolved in accordance with this Section, i.e. Dispute Resolution and Arbitration. All claims filed or brought contrary to this Section shall be considered improperly filed. Should either party file a claim contrary to this Section the other party may recover attorneys’ fees and costs up to one thousand U.S. Dollars ($1,000.00 USD), provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.
(e) Claims. YOU AND BTN AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
11.3 SEVERABILITY. If any provision of the Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
11.4 ASSIGNMENT. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You without BTN’s prior written consent, but may be assigned by BTN without consent or any restriction. Any assignment attempted to be made in violation of the Terms shall be null and void.
11.5 SURVIVAL. Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
11.6 HEADINGS. The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and will not be deemed to limit or affect any of the provisions hereof.
11.8 INTERNET REQUIREMENT. The Developer Services may require an internet connection to access it or its internet-based features, authenticate the Software, or perform other functions. In order for certain features of the Developer Services to operate properly, you may be required to have and maintain (a) an adequate internet connection and/or (b) a valid and active account with an online service as set forth in the documentation related to Developer Services. By using the Developer Services, you acknowledge and agree that third party data transfer fees may apply depending on your data plan. Please consult your carrier for further information. If you do not maintain such accounts, then the Developer Services or certain features of the Developer Services may not operate or may cease to function properly, either in whole or in part.
11.9 DISCLOSURES . The Developer Services provided are offered by BTN, Registered Address: 28 BUKIT PASOH ROAD, YEE LAN COURT, SINGAPORE (089842). Email: email@example.com. Website: www.btn.sg.