TERMS OF USE

1.    INTRODUCTION

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Please read these terms and conditions carefully as they contain important information about your rights and obligations when using the Graas Platform and/or the Solv Services. These Terms of Use and our Privacy Policy form the basis on which you may access and use the Graas Platform and any associated Solv Services. By using the Graas Platform and any Solv Services you are deemed to have read, understood and accepted to be bound by the Terms of Use and our Privacy Policy (the Terms) and any other related terms of use. If you do not agree with these Terms, you should stop using the Graas Platform and/or the Solv Services immediately.

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2.    DEFINITIONS

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The following expressions shall, unless the otherwise expressly stated, have the following meaning:

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Agreement means these Terms of Use.  

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Confidential Information means any information, whether oral or written, relating to the Grass Platform, the business of Solv or any of its Related Corporations and, for the avoidance of doubt, includes Data. 

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Data means any data you may provide to us via the Graas Platform or as part of the Solv Services and includes any data we may access from you such as ad campaign data, location data and device data. 

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Graas Platform means a platform known as Graas.ai which, among other things, (i) gives customers recommendations on content, product pricing, inventory, advertising, and supply chain optimization; (ii) allows customers to manage eCommerce orders; and (iii) allows customers to execute and manage marketing campaigns.  

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Intellectual Property Right means any intellectual property right, regardless of whether registered or not, including any patent, copyright (including moral right and author's right), database right, know-how or trade secret, whether or not developed or reduced to practice, design or industrial design, trademark, service mark, logo, business name, domain name and keyword, and the goodwill associated with them, rights to sue for passing off, in the nature of unfair competition rights, publicity and confidentiality and any other proprietary right, whether relating to tangible or intangible property, applications to register any of the foregoing, rights to take action for past infringements in respect of any of the foregoing, and all rights in the nature of any of the foregoing anywhere in the world.
 
Related Corporations means any subsidiary or holding/parent company of that corporation or any subsidiary of that holding/parent company, or any other affiliated legal entity with whom we are under common corporate control.

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Solv, Our, Us, We refers to Solv Pte Ltd and its Related Corporation(s).

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Solv Services means any services and/or products and/or a combination of both provided by Solv, our Related Corporation(s), authorised agents, authorised affiliated partners or associates and shall include the Graas Platform. Any references to “Solv Services” in these Terms shall mean all of the Solv Services or any of them as the context requires.

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A reference to “person(s)” shall include any company, partnership, individual person, firm, joint venture, association, corporation, statutory body, unincorporated body of persons, trust, bureau, minister, agency, instrument, court, regulatory body, government or state, any authority or other body corporate and vice versa.

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A reference to you or the user is a reference to a user of any of the Graas Platform and/or the Solv Services. 

3.    AGREEMENT

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a.    By using the Graas Platform and/or the Solv Services, you accept these Terms of Use and the the Privacy Policy and these Terms of Use read together with the Privacy Policy shall constitute a valid and binding agreement made between you and Solv.

b.    We reserve all rights to change any or all of these Terms at any time and we will post the updated Terms of Use on the Graas Platform and/or the Solv Services (as relevant). All changes are effective immediately and your continued use of the Graas Platform and/or Solv Services after the posting of any amended Terms shall constitute your agreement to be bound by any such changes. We reserve the right to refuse to provide our products and services to anyone at any time.

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4.    USER WARRANTIES, ACKNOWLEDGMENTS AND UNDERTAKINGS

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a.    By using the Graas Platform and/or the Solv Services, you hereby acknowledge, represent and warrant that you have read and fully understood all the terms and conditions contained herein and the Privacy Policy.

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b.    You undertake to fully comply with the Terms.  

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c.    You undertake to ensure that the mobile phone/device and/or computer used by you to access the Graas Platform and/or the Solv Services is legally owned, possessed or used by you at all times and you undertake not to allow any person other than you to access or manipulate the Graas Platform and/or the Solv Services using your mobile phone, device and/or computer.  

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d.    You acknowledge that you are responsible for any account you may create with us in connection with the Graas Platform and/or the provision of the Solv Services and that you are responsible for any activity in such account.  You undertake to keep all information in relation to such account up to date.

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e.    You warrant that you are authorised to share any Data and that Solv and its Related Corporations are entitled to rely on this authorisation.  

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f.    You acknowledge that Solv and its Related Corporations are authorised to use the Data in accordance with the terms of the Privacy Policy.  

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g.    You undertake to only use the Graas Platform and/or the Solv Services for lawful purposes and the purpose for which it is intended and you further undertake to only use the Graas Platform and/or the Solv Services for your own use.

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h.    You acknowledge that all Intellectual Property Rights existing in connection with the Graas Platform and the Solv Services belong to Solv and its Related Corporations and that you have no claim or rights to those Intellectual Property Rights. If required by Solv and its Related Corporations, if any Intellectual Property Rights are in any way deemed to vest in you, then you shall provide all such assistance at your own cost to ensure that the title to such Intellectual Property Rights vests in or is assigned to Solv and its Related Corporations.  

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i.    You acknowledge that all software programming contained in the Graas Platform and/or the Solv Services (the Software) is owned by or licensed to Solv and that any unauthorised access to, reproduction, redistribution, publication, display or other use of the Software would infringe the Intellectual Property Rights of Solv or a third party licensor.

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j.    You undertake not to: (i) modify, translate, create or attempt to create derivative copies of or copy of the Software; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Graas Platform and/or the Solv Services; (iii) use the Graas Platform and/or the Solv Services in any way that violates these Terms of Use; (iv) disable, bypass, circumvent, or interfere with any digital rights management, security or access control mechanisms; and (iv) use Graas Platform and/or the Solv Services in any manner which would infringe the Intellectual Property Rights of Solv, any of its Related Corporations or any third party.

 

k.    You agree that you will not when using the Graas Platform and/or the Solv Services: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) engage in spamming, flooding, harvesting of e-mail addresses or other personal information, spidering, screen scraping, database scraping, or any other activity with the purpose of obtaining lists of users or any other information available through the Graas Platform and/or the Solv Services; or (c) attempt to gain unauthorised access to other computer systems through the Graas Platform and/or the Solv Services. You agree that you will not use the Graas Platform and/or the Solv Services in any manner that could damage, disable, overburden or impair the Graas Platform and/or the Solv Services or interfere with any other party’s use and enjoyment of the Graas Platform and/or the Solv Services.

 

l.    You acknowledge that the trade mark(s), service mark(s), trade name(s), logo(s), symbol(s), brand name(s) and other proprietary marks or any combination of the aforesaid (the Marks) contained on or in the Graas Platform and/or the Solv Services (save and except for any marks of advertisers) are owned by Solv. You undertake not to use, copy, edit, vary, reproduce, publish, display, distribute, store, transmit, translate, commercially exploit or disseminate any Marks without the prior written consent of Solv. You further undertake never to claim ownership or rights to the Marks.  

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m.    You acknowledge that the Graas Platform and/or the Solv Services may contain links to websites operated by third parties (Third Party Websites).  You further acknowledge that Solv does not have any influence or control over the Third Party Websites and is not responsible for such Third Party Websites. You are advised to check the terms of use and privacy policies of such Third Party Websites. 

 

n.    You acknowledge that the Graas Platform and/or the Solv Services are provided on a reasonable efforts basis only and that Solv shall not be liable for any unavailability or malfunction of the Graas Platform and/or the Solv Services for any reason.  

 

o.    You warrant and represent that, if you are a member or representative or agent of a corporation, you have the requisite authority to open an account and/or use the Graas Platform and/or the Solv Services and Solv is entitled to rely on this clause.

 

5.    INDEMNITY

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You agree to fully indemnify, release, defend and hold Solv and its Related Corporations and its or their officers, directors, employees, affiliates, agents, licensors and representatives harmless from and against all claims, demands, lawsuits, liability, loss, judgments or other expenses (including, but not limited to, legal fees) suffered or incurred by Solv arising, directly or indirectly, from: (i) your use of (or failure to use) the Graas Platform and/or the Solv Services; (ii) any reliance on the contents of the Graas Platform and/or the Solv Services; (ii) your breach of the Terms of Use; (iii) your unauthorised use of the Software or the Marks; (iv) any use by Solv or its Related Corporations of the Data; and (iv) any improper, unauthorised or illegal uses of your mobile phone/device and/or computer used by you to access the Graas Platform and/or the Solv Services.

 

6.    SOLV’S RIGHTS

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a.    Solv may modify, suspend, discontinue or restrict the use of any portion of the Graas Platform and/or the Solv Services without notice or liability to you.

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b.    Solv has the absolute discretion and right to reject any person from using the Graas Platform and/or the Solv Services or any part thereof.

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7.    SOLV DISCLAIMERS

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a.    We do not warrant that the Graas Platform and/or the Solv Services will be available and accessible to you at all times. 

 

b.    We make no warranty as to accuracy or reliability of any information, advice, opinion, analysis or statement of the Graas Platform and/or the Solv Services. 

 

c.    Solv accepts no liability for any information, recommendation or analysis contained in or produced by the Graas Platform and/or the Solv Service.

 

d.    Solv accepts no liability for any use or misuse by Solv or its Related Corporations of the Data or for any unauthorised access to the Data and you release and hold us harmless from any and all liability from any such use, misuse or unauthorised access.  

 

e.    Nothing contained in the Graas Platform and/or the Solv Services shall be construed as an inducement to enter into any contractual arrangement with Solv or any of its Related Corporations.

 

f.    Solv and its Related Corporations and each of our directors, officers and agents disclaim all liability and responsibility for any direct or indirect loss or damage which may be suffered by you through relying on anything contained in or omitted from the Graas Platform and/or the Solv Services.

 

g.    You expressly agree that use of the Graas Platform and/or the Solv Services and reliance on its content is at your own risk.  Solv does not make any representations or warranties of any kind regarding the Graas Platform and/or the Solv Services, the Software, or the results that may be obtained from use of any of the foregoing. The Graas Platform and/or the Solv Services are provided on an "as is, as available" basis, and Solv specifically disclaims any and all express or implied warranties.

 

h.    You release and hold us harmless from any and all liability arising from your use of any Third-Party Website. 

 

i.    All warranties, representations, guarantees, conditions and terms other than those expressly set out in these Terms of Use, whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral, are hereby, to the fullest extent permitted by law, expressly excluded from these Terms of Use.

8.    LIMITATION OF LIABILITY

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Solv and its Related Corporations and its respective directors, employees, agents, affiliates and licensors shall in no event be liable for any damages or losses including, without limitation, direct, indirect, consequential, special, incidental or punitive damages, or any loss of profit, loss of opportunity, loss of goodwill, loss of anticipated saving, loss of revenue and/or any loss resulting from or caused by the Graas Platform and/or the Solv Services (and the content, analysis or recommendations therein), the Software, any unauthorised access of the Data or any use or misuse of the Data, the Marks or these Terms of Use (including, without limitation, damages resulting from negligence) and/or any suspension, cancellation or termination or refusal of your use of the Graas Platform and/or the Solv Services or any content or material thereof. Solv will not be responsible for any losses arising out of the unauthorised use of your mobile phone/device and/or computer to access the Graas Platform and/or the Solv Services.

 

9.    CONFIDENTIALITY

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a.    You agree to keep the Confidential Information confidential and not to disclose it to any third parties without the prior written consent of Solv.  

 

b.    Solv shall keep the Confidential Information confidential but it may disclose such Confidential Information to its Related Corporations and its directors, agents, employees, advisors, shareholders, banks, investors or any third party who acquires the business or assets of Solv in whole or in part.  

 

10.    MISCELLANEOUS

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a.    These Terms of Use, and any non-contractual obligations arising out of or in connection with them, shall be governed and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with these Terms of Use (including as to the existence, validity, interpretation, performance, breach or termination thereof) or any dispute regarding non-contractual obligations arising out of or in connection with the Terms of Use will be subject to the exclusive jurisdiction of the Singapore International Arbitration Centre in Singapore in accordance with the arbitration rules of the Singapore International Arbitration Centre (the SIAC Rules) and the SIAC Rules are deemed incorporated into these Terms of Use by reference.

 

b.    Any term, condition, provision or undertaking in these Terms of Use which is illegal, void, prohibited or unenforceable shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void, or unenforceability any other term, condition, provision or undertaking herein contained.

 

c.    Failure by Solv to enforce any provision of these Terms of Use will not be deemed a waiver of future enforcement of that or any other provision of these Terms of Use.

 

d.    Provisions that, by their nature, should survive termination of these Terms of Use shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement. 

 

e.    Neither these Terms of Use, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or granting a franchise between you and Solv.

 

f.    Solv may assign or novate all or part of our rights under these Terms of Use provided we ensure that your rights under these Terms of Use are not prejudiced. You may not assign or novate your rights or liabilities under these Terms of Use without our prior written consent.