Socxo, the entity owner of the product / application service ‘Socxly’ and the domains ‘socxo.com’, ‘socxly.com’, ‘socx.ly’ and any other similar domains, validly assumes that You have read, understood and agreed to these Terms of Service or Terms & Conditions (referred to as “ToS”) & information provided about the application service Socxly (the App) accessed through the Socxo Website prior to and on availing Yourself of the Services from Socxly. If you wish to view the ‘Terms of Service’ or Terms & Conditions for the website of Socxo and application service of Socxo’s Advocacy Product, please go to the website www.socxo.com and refer to the Terms and Conditions provided in the site.
Terms of Service of Socxly:
You shall not register or utilise the Services provided by Socxly if You do not agree with any of the terms in this ToS and Your registration of the Services of Socxly, shall be deemed acceptance. A legally valid contract is executed between You and Socxo (the entity owner of Socxly) once You agree to the ToS by clicking “I Agree” at the time of Sign Up or Sign In to the service of Socxly and You shall be bound by these terms until termination. You understand and acknowledge that Socxly as a service is strictly an enterprise platform/service meant for companies / enterprises / firms and its authorised users & approved users and for professional users and for individual users explicitly accepting the same terms.
- 1.1) Socxly aims to make digital content marketing and sharing easy and efficient by enabling digital marketers, digital sales and digital business users to create short links for their content urls and specific document files, make them smarter with associated features like call to action, social cards, pixel marketing code, utm builder, uri parameter and similar allied services, besides tracking and measuring performance of such content.
- 1.2) Socxly also enables brand/social marketers to create / schedule / publish content to their respective company/business/brand pages on various social media platforms and communication apps.
- 1.3) Socxly will create a default short url / link for any content url (long or original) content used by You as a free / beta or paid user with a domain url of socx.ly or a similar domain as registered and owned by Socxo.
- 1.4) Socxly may also offer You as a paid user and / or specific plan users an option to customize the domain of the short url / link for Your Content Url (long or original), subject to You establishing the right and action and ownership of the domain used for customization of the short link / url
- 1.5) Socxly also provides integration with third party content discovery, search apps, social listening and social metrics platforms to support content / social / digital marketing capabilities on the application service
- 1.6) Socxly as a foundation content and social marketing platform with allied services (the “Services”) is provided as a “Software as a Service” (“SaaS") model by the entity Socxo through the website www.socxo.com and through the application domain www.socxly.com and the Socxly mobile application and browser extension applications. Socxo, the website www.socxo.com and the Socxly web and mobile application are owned and operated by Socxo Pte. Limited, 71 Ubi Crescent, #08-02 Excalibur Centre, Singapore 408571. Hereinafter, the terms (“Socxo”, “Socxly”, “We”, “Us”, “Our” or “www.socxo.com” or “www.socxly.com”) shall include Socxo Pte. Limited. The term “You”, “Your”, “Yours”, “User” as (“Authorised Users”) shall mean the Entity (Company/ Enterprise/ Corporation/ Partnership/ LLP/Society/ Trust/ Proprietary concern) or as an Individual as described eligible in Clause 3.2 who has registered at www.socxo.com or at www.socxly.com (“Entity”) and availing itself of the Services of Socxly.
- 1.7) This ToS is effective upon registration and activation of Your account (either trial version or paid version) and on registration, You will be provided with a limited license to use Socxly and Socxly will provide the Services You elected to receive, subject to the terms and conditions of this ToS. By accepting this ToS, You further agree to be bound by any amendments to the terms and conditions of this Agreement or to such terms and conditions as are incorporated herein by reference.
- 2.2) By registering for Socxly through www.socxo.com and on www.socxly.com and/or utilising the Services, You (“Authorised User(s)”) hereby unconditionally agree to be bound by this ToS and all the terms herein including the policies, disclaimers etc., which are incorporated herein by way of reference. If You do not agree to any of the terms, You shall not use the Services and use of the Services shall be deemed acceptance of the terms.
- 3.1) Registration:
Registration to the Service is mandatory, and You (“Authorized Users”) hereby unconditionally accept and consent to registration of the Service and the domain with Socxly to avail Yourself of the Services. The registration process, procedure and pricing shall be as per information provided directly by Socxly web application and / or by information on the website or campaign materials and mobile application. The changes or revisions in the registration process and procedures and pricing shall be periodically updated in the website / application and by email from Socxly. We reserve the right to refuse the Services to anyone for any reason at any point of time without assigning any reasons.
- 3.2) Eligibility:
You are eligible to register only if:
- i) You are an Entity (either a company, body corporate, LLP, partnership firm, society, trust or proprietary business) or as an individual in his/her own capacity who is deemed fit and eligible to avail himself/herself of the Services
- ii) You shall as an individual (“Authorised User”) who is of or above 18 years of age and who is competent to enter into a valid contract pursuant to the Civil Law Act (Cap.43) under Singapore Laws to register with Socxly. Persons who are ‘incompetent’ to contract, including minors, undischarged insolvents etc., are not eligible to register or utilise the Services.
- iii) The Individual as an Authorised User representing himself/herself on personal capacity and / or on behalf of an Entity / Company shall have the complete authority to register to the Service. Such individual if representing an Entity may be Your agent, employee, director, partner or proprietor. Socxo and Socxly validly presumes that the Authorised Person of You is competent to contract and Socxo as the Registered Entity shall not be responsible and shall have no liability in the event such person is an incompetent person to enter into a valid agreement. In such event You shall ratify the acts of such person and all such actions of such person shall be binding on You as if done by a competent person.
- iv) You (the Entity representing by the Individual) and Your Authorised User(s) completely and unconditionally agree to all the terms and conditions of this ToS including those policies, end-user license agreements, terms, conditions which are incorporated herein by way of reference, regardless of whether You and Your Authorised User(s) use the Services through the website, mobile application, browser extension or by any other means.
- v) You have paid the required service fee to Socxo / Socxly unless You have been provided with free trail / beta or evaluation as per Clause 3.3 below.
- 3.3) Evaluation
- i) You may evaluate the Services on a free or trial basis (“Trial or Free Version”) by using the automated Free registration on the website Socxo or through Socxly application domain.
- ii) The availability of features maybe limited on the Free Trial Version and all facilities and features of the paid version may not be available on the Free Version.
- iii) Socxo / Socxly shall decide on the duration of free evaluation period, on completion of which, You may decide to either stop the Services or continue availing Yourself of the Services by paying the required subscription price and / or service fee or available free version of the services.
- iv) You, as the Authorised User completely and unconditionally agree to all the terms and conditions of this ToS including those policies, end-user license agreements, terms, conditions which are incorporated herein by way of reference, regardless of whether You use the Services through the website, mobile application or by any other means.
- v) Where applicable, You have paid the required service fee to Socxo/Socxly unless You have been provided with free evaluation as per Clause 3.3 below.
- 3.4) Payment:
- i) You need to make payment prior to availing Yourself of the Services if you wish to upgrade to the Paid Plans & Subscriptions which will be offered after the Free Trial / Beta version of the Socxly service is over
- ii) You may choose a Subscription Plan to make payments Annually, Quarterly or Monthly subscription cycles. Depending on your payment period, the duration for which the Services shall be made available to You (“Term”) shall be 360, 90 or 30 days. You are required to make Your subscription plan renewal payment before the expiry of Your Subscription Plan Cycle / Term if You wish to continue the Services. Please see the Socxo/Socxly website Pricing page for our payment plans including the details of the “free usage” and cost for purchasing “Subscription Plans”. You may be given a limited number of free features and services upon registration and renewal or during the subscription period depending on Your free or paid plan, and You may choose to purchase additional plans upon upgrade from or lower paid plans. Paid Plan Subscription cycle will be pro-rated to the start of each calendar month and Socxo may decide on the discretion on a case to case basis based on Terms of Purchase with each User
- iii) You may be required to make additional payments on a “pay per use” model for the Value Added Services (defined in Clause 8.2 below) offered by Socxo/Socxly if You opt to avail Yourself of such services. Please refer to Socxo Website or within the Application or the payment plans related to Value Added Services.
- iv) Payments are not liable to be refunded if You stop using Our Services before the expiry of Your Subscription Plan / Term.
- v) Socxo will provide a one time and / or recurring billing & invoicing services either offline or online which will enable You to pay for the Services subscribed on Socxly. Invoice alerts, payment dues and final receipts will be sent to You as Authorised User via email, and who may also be notified through notification alerts or downloads on the corresponding web portal or mobile application.
- vi) Socxly through Socxo will also provide the services of a certified and secure third party online payment gateway provider to collect and settle payments via credit card, debit card, Internet banking or other similar digital payment mechanisms to pay for the services.
- vii) Secure online payment systems may be provided through a payment link for invoices generated or a direct access pay through access directly on Socxly and / or Socxo website through a secure payment gateway provider.
- viii) Socxo or Socxly will not hold any information related to Your digital payment details besides what is provided by the secure third party payment gateway provider and the last four digits of Your credit card/debit card.
- ix) You understand and agree that the payments made online may be subject to transaction fees, foreign exchange fees or other necessary fees as collected by the third party payment gateway provider or your bank / credit or debit card issuer.
- x) In the event of payment made in error, the same should be reported to us forthwith on email@example.com. We will try our best to address to Your request at the earliest as is reasonably practicable.
4) User Accounts
- 4.1) Socxly application service currently provides only Single User Accounts per registration on the Socxly application domain space of the Service to You as the Authorised User, which shall be handled by you based on your eligibility as per Clause 3.3
- 4.2) Socxly application service will plan to offer multiple user enterprise business accounts which will have the User Roles of Super Administrator, Billing Administrator, Application User etc or any such role to the required number of users through email invites and shall have role based access over the features of the application. The Entity which registers for multiple user account may for sake of convenience either designate a single or multiple Super Administrator User / Billing Administrator User / Application User as it deems fit.
- 4.3) The detailed rights, powers, roles and feature controls and usage of such Super Administrator / Billing Administrator / Application User will be applicable as defined in the respective Free or Paid Subscription Plans of the Socxly application service.
- 4.4) You as an Authorised User, accept that You have the power to create, curate, edit, convert, screen and approve / reject all content including but not limited to any Http / Https Links, Web feeds, Social URLs, Files, Documents, Pictures, Write ups, Promotional content, Text, Brand Company Content, Graphics, Videos, or other materials, whether created by You or otherwise on behalf of Your Entity or sourced from the Internet, which will be displayed on the Socxly application service for specific short link creation, smart feature association and social media sharing.
- 4.5) You shall be solely responsible for registering, inviting, managing, monitoring, suspending and terminating this Service and Socxly or Socxo does not have any access to your User Account or management of such Users on Your Service space.
5) User representations
- 5.1) You acknowledge the total responsibility and risk associated with your use of the Services provided by Socxly with respect to creating, converting, editing and / or sharing of content through Socxly Short Links or URLs on the social media or similar apps. You acknowledge and agree that the Content is purely created/curated by You and that Socxo and Socxly assumes no liability or obligations with respect to any Content as Socxo or Socxly does not monitor nor have any control over Your Content.
- 5.2) Socxo or Socxly is not responsible for, and does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content in any posting made by You on your respective social media channels or on behalf of any other User or Entity. Under no circumstances shall Socxly or Socxo be held liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to You in connection with any Content posted by a third party on any social media(s).
- 5.3) You hereby unconditionally agree that You will not create, curate, edit, compile, convert, post or transmit, or let any other Unregistered or Unauthorised Users on your behalf to create, curate, edit, compile, convert, post or transmit, any form or digital content or similar content via Services provided by Socxly application, not limited to:
- i) any content or materials containing profanity;
- ii) any content or materials which are false, inaccurate or misleading;
- iii) any material containing viruses or other malicious /harmful codes currently known or futuristic, or any other disruptive or harmful components;
- iv) content that is cyber bullying, spam, junk or other related unsolicited commercial communications;
- v) any indecent, insulting, false, defamatory, inaccurate, libelous, tortuous, abusive, vulgar, hateful, racist, bigoted, sexist, harassing, threatening, inflammatory, obscene, profane, pornographic, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities and/or objectionable materials and content;
- vi) any content or material which may infringe or misappropriate any third party's copyright, patent, trademark, trade secret or other proprietary rights unless You obtain rights therein;
- vii) content that violates or infringes any laws relating to a person’s right to privacy, data protection or publicity or other rights of any party;
- viii) material or content that violates copyright, trademark, or other intellectual property rights;
- ix) content that contain advertisement, solicitations, links to illegal activities including but not limited to money laundering and gambling;
- x) content or material that is objectionable on the grounds of public interest, public morality, public order, public security, national harmony, hurts the religious sentiments or instigate hatred between communities, castes, people following different religious beliefs or any material which threatens the unity and integrity of any community or country, or is otherwise prohibited by applicable laws;
- xi) any content or material which violates any law or statute; or which violates consumer protection, engages in unfair competition, anti-discrimination or false advertising etc;
- xii) any content or material which could be harmful or potentially harmful to Socxo and Socxly server structure as determined at Socxo's sole discretion, including, without limitation, the overloading of the Socxo technical infrastructure;
- 5.4) You hereby unconditionally agree that You shall use the Services only for legal and legitimate purposes and in compliance with this ToS and that the Services shall be used only in connection with Your legitimate business or professional or personal use
- 5.5) You shall not, while utilising the Services:
- i) Access, tamper with, penetrate or use Socxo’s or Socxly’s servers, computers, or those of its 3rd party service providers, or other parts of Socxo / Socxly which do not form part of the Services.
- ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- iii) interfere with, or disrupt, (or attempt to do so), the access of any other Authorised User, or other registered customers/clients of Socxo / Socxly, including, without limitation, sending any virus, malicious code, overloading, flooding, spamming, the Services, or by scripting the creation of the Content in such a manner as to interfere with or create an undue burden on the Services.
- iv) sublease Your account to third parties.
6) Mobile Application / Browser Extension
- 6.1) Socxly is also made available as a mobile application on iOS, Android, Windows and as a Extension application on various Web Browsers with limited functionality. You may also choose to download our mobile application / browser extension to avail Yourself of the Services.
- 6.2) Socxo may require access to Your device screen resolution, IMEI number, location and related telemetry data, for providing You and improving with the Services and You unconditionally agree to provide access to all required data to Socxo / Socxly for utilising our Services through mobile and browser extension application.
- 7.1) Socxly through Socxo may offer besides limited Free Plans, various Paid Subscription plans for different payment cycles to You and may provide certain features or functionalities according to the respective Subscription plans. Any changes in the Subscription plans will be displayed at relevant pages on www.socxo.com.
8) Third Party Service Providers and Value Added Services
- 8.1) We utilise the services of various third party service providers in bringing You some of Our Services. While availing Yourself of Our Services, You hereby agree to be bound by the relevant terms and conditions of the third party service provider whose services We utilise and offer you. You may go through the terms and conditions/terms of usage of these third-party services providers which will be made available to you while you activate and start using those value added services.
- 8.2) Value Added Services: Socxly, in association with its technology partners and other third party service providers, provides certain Value Added Services to its Users. While some of these Value Added Services may be provided to You at no additional cost, some may incur additional cost on a “pay as you use” model. Please refer to the Payment section for details, Pricing Page or Partner page on the cost structure of these Services.
- i) List: Please refer Website and Application for related information on each value added service
- ii) The above list is not exhaustive and subject to change as Socxly / Socxo endeavours to bring You more and more innovative and useful services over time. As with all services provided in conjunction with third party service providers, Socxo does not provide any warranty or take any responsibility whatsoever for any aspect of such Value Added Services including uninterrupted service. Socxo / Socxly reserves the right to withdraw any Value Added Service without mentioning any reasons whatsoever
9) Content Rights
- 9.1) All rights pertaining to the Content used in the Socxly application service belong to You or their respective IP rights holders. We do not claim any rights whatsoever in the Content. You will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling any and all Content displayed on Socxly or in connection with your external pages where it is may be shared by You. You have complete discretion over Your Content, subject to the terms set out in this ToS. It shall be Your responsibility to ensure that the Content does not infringe applicable laws or regulations or breach any of the terms in this ToS.
- 9.2) You warrant that You are the sole and unencumbered owner of all Content, and that all Content is original and does not infringe any Intellectual Property or other rights of any third party.
- 9.3) We shall not be liable for and You shall indemnify us against any third-party claims that any of Your contents including Content displayed on the Socxly applications, created, submitted, posted, shared or uploaded to the Socxly application or the Socxly mobile / extension application, or shared on social networks, infringe the Intellectual Property or other rights of any third party.
10) Intellectual Property
- 10.1) Socxo Pte. Limited shall be the sole and exclusive owner of all intellectual property rights associated with Socxo, Socxly and its Services, including the website www.socxo.com and the Socxo/ Socxly web, mobile and extension application. You shall not under any circumstances have any claim to any intellectual property rights in any part of the Services with the exception of Content created / used by You. You shall not misuse or use any intellectual property of Socxo or Socxly without proper written authorisation from Socxo. In the event of any violation of the intellectual property rights of Socxo, the same shall be viewed seriously and Socxo reserves its right to initiate appropriate legal action including criminal prosecution.
- 10.2) All intellectual property rights of any third party service utilized remains with its respective owners. You hereby grant Socxo, unless agreed to the contrary, a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute any intellectual property content owned / used by You that You submit, post, or upload to the website www.socxo.com and / or the Socxly web, mobile and extension application, which includes but is not limited to: Your trademark, logo, service mark along with the testimonials and recommendations on www.socxo.com and www.socxly.com and on such social media pages, emailers, whitepapers, blogs etc.
- 10.3) All trademarks, logos, and service marks displayed on www.socxo.com and the Socxly web, mobile and extension application or any related communication material are registered and unregistered trademarks of Socxo / Socxly and/or third parties who have authorized their use (“Trademarks”). You shall not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify these Trademarks in any way. All of the material contained on www.socxo.com and www.socxly.com are copyrighted except where explicitly excluded.
11) Data Collection and Privacy
12) Disclaimers and Warranties
- 12.1) Except as provided and stated in this Terms Of Services(TOS), and to the fullest extent allowed by applicable law, we make no claims, warranties or representations, express, implied or statutory, and we expressly waive and disclaim any and all implied claims, warranties and representations of merchantability, fitness for a particular purpose, satisfactory quality, with respect to the services we provide.
- 12.2) The Services Socxo and Socxly provides are only a platform for social content and advocacy marketing for Registered Companies as Entity and eligible Individual. The success of the Socxly service depends on various external factors beyond our control, including but not limited to the quality of Content, reliability of social media or any other marketing platforms or applications; hence We do not guarantee any level of success.
- 12.3) We do not guarantee an uninterrupted Service as the uptime depends on several factors beyond Our control including but not limited to Your internet connection, its speed and availability, availability of hardware requirements at Your end viz., computer, smartphone etc., electricity, uptime of Microsoft Azure / Amazon Web Service or Others (the cloud services where we have hosted our applications). Services may also be interrupted if the content You Content or share triggers Our (including our service provider’s) malicious code and virus blocking system and we take no responsibility for such interruptions, including cases of false triggers.
- 12.4) You are responsible for all Content and post / share comments and data created by You. We will not be responsible or liable for any content or data or text posted or shared through our Services to any social media or similar apps and We shall not be responsible for and you shall indemnify us against any direct and / or indirect or consequential loss or damages arising out of or resulting from them. We do not have any control over the Content either residing in the Socxly application service or shared through any social media services.
- 12.5) We shall not be liable for any default or interruption in Services attributable to events beyond Our reasonable control and affecting Our performance of the Services or the ToS. Such events (the “Force Majeure Events”) shall include, without limiting the generality thereof: acts of God, fires, floods, explosions, accidents, unusually severe weather conditions, embargoes, wars, riots, civil or military authority, civil disturbance, terrorist activity, labour disputes, strikes, governmental requirements, hacking, server mal-functioning, breakdown of machinery, default of third parties and any other similar events.
13) Escalation Procedure
- i) Please send a mail to firstname.lastname@example.org for any escalation support on this service
- ii) Online Form to escalate and report malicious links generated by any Socxly User
14) Contact information
- Socxo Pte. Limited, 71 Ubi Crescent, #08-02 Excalibur Centre, Singapore 408571
- 15.1)You hereby agree to indemnify, defend, and hold us and our affiliates, directors, officers, employees, partners and agents harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, resulting from any and all third-party claims, action, dispute, or demand arising from the use of the Services and/or for violation of any of the provisions of this ToS, or from Your placement or transmission of any materials or content onto Our (including our service provider’s) servers. Such liabilities may include, but are not limited to, those arising from the following:
- (i) infringement or misappropriation of any intellectual property rights;
- (ii) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy, data protection or publicity; and/or
- (iii) spamming, or any other offensive, harassing or illegal conduct or violation of the acceptable uses described herein or anti-spam policy;
- (iv) any damage or destruction to Socxo and Socxly’s scripts/servers/equipment or to any of Our clients, which damage is caused by or otherwise results from Your acts or omissions including those of Your designates and authorised personnel;
- (v) any personal injury or property damage arising out of Your activities related to the Services; and (vi) any other damage arising from Your content or equipment or business.
16) Limitation of liability
- 16.1) You shall be solely responsible for the consequences of the use of the Services.
- 16.2) We shall not be liable for any indirect, or consequential loss, damage, cost or expenses of any kind arising from Your use of the Services, whatever and however caused whether arising under contract, tort (including negligence) or otherwise, including loss of production, loss of or corruption of data, loss of profit or of contracts, loss of operation time or loss of goodwill or anticipated savings, even if We were advised of their possibility.
- 16.3) It is hereby made clear that Socxo’s total liability (whether in contract, tort, including negligence, or otherwise) under or in connection with this ToS and any other agreement with You relating to the Services or based on any claim for indemnity or contribution shall not exceed 25% of the sum of the Fees You have paid to us within the preceding twelve (12) months.
17) Suspension of Services
- 17.1) In the event of any violation of the provisions of this ToS as observed by Socxo personnel or on reliable written complaint from third parties alleging disparaging content or intellectual property violation, Socxo at its sole discretion, with or without intimating to You, with or without any reasons adduced, may suspend the Services, and may take any other action as We deem appropriate.
- 17.2) Suspension shall specifically include the disabling of Your Account and/or any access to information or data related to Your account for such periods as mentioned in Clause 17.3 below.
- 17.3) In the event of any such suspension You will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days of the receipt of such notice, Your account may be terminated under Clause 18.2 of this ToS. No refund requests shall be entertained for or during the period of suspension of Your account.
- 17.4) In the event of any violation or breach of the provisions of this ToS is not corrected and result in termination of your account, all your data / content in Your Account may be archived as required by Law if such violation or breach is adduced as against laws of applicable country or if not so in that case may be permanently deleted without any recourse to recover the data / content in Your Account
18.1 Termination for non-payment:
- i) To avail Yourself of any of the Paid Plan Services You are required to make payments as per one of our Plan Subscription payment plans. The Services shall be terminated forthwith on expiry of your Term unless You make a renewal payment prior to the expiry of your Term.
18.2) Termination by Socxo / Socxly:
- i) We reserve the right to terminate the Services forthwith in the event of You breaching any of the terms of this ToS. Termination for breach does not entitle You for any refund.
- ii) You may terminate our Services any time, however no amount shall be refunded to You where You stop using Our Services prior to expiry of Your Term. Your Account data may not permanently deleted without any recourse to recover the content / data used by You in Your Account.
- 20.1) This Service is being provided to You. The Eligible Individual and / or Registered Entity as its Authorised User(s) through the Registered Entity. You shall not assign the Services to any other third party for any reason whatsoever.
- 20.2) Socxo through Socxly may assign the responsibility of providing the Services, to its affiliates and associates including subsidiary, parent company or sister concerns without any notice to You provided that such assignment will not cause any interruption in the Services.
21) Dispute Resolution
- 21.1) In case of any dispute, differences or controversy of whatever nature arising under or out of or in relation to this ToS including any question regarding its existence, validity, termination or interpretation (a “Dispute”), the directors or other senior representatives of the Parties with authority to settle the Dispute shall, within seven (7) days of a written request from one Party to the other, first seek to resolve the Dispute amicably through good faith negotiations.
- 21.2) If the Dispute is not resolved by good faith negotiations within seven (7) days of the written request under Clause 21.1, or such further period as Parties may agree in writing, the Dispute shall be referred to and finally resolved by arbitration accordance with Clause 21.3
- 21.3) Subject to compliance with Clauses 21.1 and 21.2 above, any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in Singapore at the Singapore International Arbitration Centre ("SIAC") or at such other venue in Singapore as the Parties may agree in writing in accordance with the SIAC Rules. A tribunal shall consist of a single arbitrator to be appointed by the chairman of the SIAC. The decision of the tribunal shall be final and binding on both Parties. The language of the arbitration shall be English. The Parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential.
- 21.4) The foregoing provisions of this Clause 21 shall not prevent any Party from applying to court for any injunctive or equitable relief, and the Parties hereby submit to the jurisdiction of the Singapore courts for this purpose.
22) Governing Law
- 22.1) This ToS shall be governed by and construed in accordance with the laws of Singapore.