sqoope™ EULA

TALARIAX PTE LTD

TERMS AND CONDITIONS ("T&C")

ACKNOWLEDGMENT: This T&C is made between the individual person downloading and using Sqoope (the "App"), (hereinafter known as "You" or "Your") and TalariaX Pte Ltd ("the Licensor").

By accessing and using the App, You signify Your acknowledgment and assent to be bound by this T&C. If You do not agree to the terms of this T&C, do not continue accessing the App.

1. INTRODUCTION AND DEFINITIONS

"App Data" means how the App is used by You. For instance, the amount of time You spend on one page, the number of times You access one page, the location from which You access the app etc.

"Personal Data" (as defined in the Personal Data Protection Act 2012) means data, whether true or not, about an individual who can be identified: -
(a) from that data; or

(b) from that data and other information to which the organisation has or is likely to have access.

"Personal Profile" means Your Data on Your profile which is keyed into the App.

"Service" means the various features of the App.

"Status Submissions" means status text, profile photos and other communications

submitted by You, as well as the automatic submission of Your "last seen" status.

"Illegal Act" means any act done which is not in compliance with the laws and government regulations in the Republic of Singapore.

"Users" means any other subscribers to the Service and the App.

2. CONTENT AND SERVICES OFFERED

2.1 Use of the App and reliance on its contents is solely at Your own risk. The Licensor may not be held liable for any damages arising out of, or in relation to Your use of any third party service or content.

2.2 The App provides inter alia, a messaging service. You are solely responsible for the dissemination of any messages to the other Users. The App does not in any way edit, review, sponsor, approve, verify, investigate or otherwise acknowledge the sufficiency or accuracy or completeness of any content You share with other Users. The App is not to be liable for any inexactness, omission or mistake in the messages disseminated and received, and the message history, or for the erroneous dissemination of messages to third parties.

3. LICENSE AND TERMS OF THE APP

3.1 THE APP

3.1.1 The Licensor grants to You a non-transferable, non-exclusive and revocable license to access, view and make personal use of the App and not to modify it, in accordance with this T&C. You are granted a limited license to access, view and make personal use of the App and not to modify it, except with prior express written consent from the Licensor.

3.1.2 You are permitted to reproduce copies of data from the App for Your use, provided that You do not amend or remove any copyright or proprietary notices from the data.

3.1.3 Clauses 3.1.1 and 3.1.2 above are subject to the following restrictions, including but not limited to: -

3.1.3.1 Material from the App may not be duplicated, resold, transmitted, broadcast or otherwise exploited for any commercial purpose without gaining the prior express written consent of the Licensor;

3.1.3.2 You may not redistribute material from the App, except for material which is expressly released to the public for redistribution;

3.1.3.3 You may not amend, remove or otherwise vary the meaning or outlook of any of the content, data or materials published on the App; and

3.1.3.4 You will not attempt to reverse engineer any part of the App.

4. EXTERNAL LINKS AND ADVERTISEMENTS

4.1 The App may contain external links to third party websites. You acknowledge and agree that these links do not serve as the Licensor's recommendations or guarantees to the quality of service, content and data of such third party websites. The Licensor does not own, control, supervise, direct or otherwise have any involvement in the business or affairs of any third party site. Accessing these linked third party websites is done at Your own risk and is subject to the terms and conditions of the respective sites.

5 CONDUCT OF USER ON THE APP

5.1 If You use the App in an inappropriate manner, the Licensor reserves the right to terminate Your account and prohibit, restrict or discontinue Your access to the App with immediate effect. Using the App in an inappropriate manner includes but is not limited to the following: -

5.1.1 Utilising the App in any way which may damage the App or impair user accessibility;
5.1.2 Utilising the App in relation to any fraudulent, unlawful or illegal purpose or activity;

5.1.3 Causing damage to the Service by introducing, including but not limited to, viruses, harmful codes, forged routing etc.;
5.1.4 Obtaining access to other computer or mobile application systems by way of the App;

5.1.5 Impersonating any other person or entity without consent;

5.1.6 Insertion of personal promotional content onto the App; and

5.1.7 Using the App in any way which violates the law.

6. CONSENT TO USE TELEPHONE NUMBERS AND PERSONAL PROFILE

6.1 In order to access and use the features of the Service, You acknowledge and agree that You will have to provide the Licensor with Your mobile phone number, or other telephone numbers as is required.

6.2 You expressly acknowledge and agree that in order to provide the Service, the Licensor may periodically access Your contact list and/or address book on Your mobile device or other telephony device to find and keep track of telephone numbers of other users of the Service. When providing Your telephone number, You must provide accurate and complete information. You hereby give Your express consent to the Licensor to access Your contact list and/or address book for mobile phone numbers in order to provide and use the Service.

6.2 For purposes of clarification, apart from the exceptions recognised in the Privacy Statement, the Licensor will not share Your Personal Profile with external parties for any purposes unless approved by You. How the Licensor gathers and utilises Your Personal Profile is further elaborated on in the Privacy Statement below.

6.3 The Licensor will not distribute Your Personal Data to external parties, unless Your prior consent is obtained.

6.4 However, the Licensor may use trusted third party companies and individuals to provide improvements to the service. Some of the services include, but are not limited to general maintenance services and management of the database. These external parties may be
given access to Your Personal Data for the sole purpose of performing these tasks on the behalf of the Licensor.

6.5 The Licensor is permitted by You to utilise Your data on the App to carry out internal research. In such case, Your Personal Profile will be de-identified and all information specifically identifying you will be removed.

6.6 The Licensor will retain Your Personal Data for the period that Your account is active or as needed to provide You with services in accordance with clause C.1 of the Privacy Statement.

7. TERMINATION

7.1 The License is effective for an indefinite period of time, until it is terminated by the Licensor, or until You provide notice to the Licensor of Your decision of termination. The Licensor may terminate this T&C without notice if You breach any term hereof. The Licensor reserves the right to suspend, discontinue, enhance, update or otherwise modify the App, or its availability, at any time without notice. Upon termination of the license to the App, You will cease all use of the App.

7.2 If You decide to terminate Your account, You have the responsibility to remove and archive Your existing data before notifying us of Your intention to terminate the account. Upon notification, the Licensor will verify Your intention in writing.

7.3 If the Licensor wishes to terminate Your account, You will be given 30 days' notice in advance by writing. It will be Your responsibility to remove and archive Your existing data. After the same 30 days, You will not have access to Your account.

8. ELIGIBILITY

8.1 You affirm that You are either a legal adult according to your local laws, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms,
conditions, obligations, affirmations, representations, and warranties set forth in this T&C, and to abide by and comply with this T&C.

8.2 As information is collected electronically, information submitted by a child under the age of 14 can appear to be that of the information of an adult. As such, if the Licensor learns that such information is the information from a child under the age of 14, the Licensor will attempt to delete the information as quickly as possible.

8.3 The App is provided to You at no cost. However, the Licensor may offer you a limited trial service of a version of the App for testing and evaluation purposes. By accepting the offered limited trial service, You agree to the terms and conditions of the use of the same.

9. ACCOUNT

9.1 You are required to sign up for an account before commencing use of the App. When creating an account, You are responsible for the use as well as misuse of the service through this account. If You use this account in an inappropriate manner, the Licensor reserves the right to terminate the account with immediate effect. Inappropriate use includes but is not limited to the following: -

9.1.1 Making duplicate copies of the content of the App across several accounts;

9.1.2 Attempting to gain access to accounts of other users;

9.1.3 Attempting to infiltrate the service by any means, including viruses, malicious codes, scripts etc.;

9.1.4 Inflicting a large load on the infrastructure;

9.1.5 Committing an Illegal act with the App;

9.1.6 Signing up for many accounts in order to carry out inappropriate use; and/or

9.1.7 Interfering with the proper workings of the service.

9.2 You are solely responsible for the truth and accuracy of Your Personal Profile entered into Your account and for keeping Your passwords confidential. If You become aware of any unauthorised use of Your password, You are responsible for changing Your password. The Licensor will assist You in manually changing Your password only if You are unable to do it on Your own.

10. INFORMATION SHARING AND USER STATUS SUBMISSIONS

10.1 In regards to the sharing of Personal Profile, You are fully responsible for whom You choose to share Your account with, and grant levels of access privileges to. READ privileges allow all Personal Profile to be seen by the parties You have shared the information with, and WRITE privileges allow sharing parties to write into all data fields. Until it is changed in Your account settings, the sharing privileges You grant are not time limited and will continue to be in force. You will be wholly responsible for the termination or amendment of share privileges.

10.2 The App allows Users to submit the Status Submissions. These Status Submissions may be hosted, shared, and/or published as part of the App, and may be visible to other users of the App who have your telephone number in their telephony devices and which You have not expressly blocked. For clarity, direct messages, location data and photos or files that You send directly to other Users will only be viewable by those Users You directly send such information; but Status Submissions may be globally viewed by Users that have your telephone number on their telephony devices, unless the User is blocked by You.

10.3 You shall be solely responsible for Your own Status Submissions and the consequences of posting or publishing them. However, by submitting the Status Submissions to the Licensor, You hereby grant the Licensor a worldwide, non-exclusive, royalty-free, sub- licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Status Submissions in connection with the App, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User to Your status on the App a non-exclusive license to access
Your Status Submissions through the App. The foregoing license granted by You terminates once You remove or delete a Status Submission from the App.

10.4 In connection with Status Submissions, You further agree that You will not:-

10.4.1 submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant the Licensor all of the license rights granted herein;

10.4.2 publish falsehoods or misrepresentations that could damage the Licensor or any third party;

10.4.3 submit material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;

10.4.4 impersonate another person or entity;

10.4.5 send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

10.4.6 interfere with or disrupt the integrity or performance of the Service or the data contained therein; or

10.4.7 attempt to gain unauthorized access to the Service or its related systems or networks.

11. CHANGING OR DELETING INFORMATION

11.1 If Your Personal Data changes, You may revise or delete the Personal Data in Your account profile by making the relevant changes on Your account settings through the App.

12.1 If You do not act reasonably in accordance with the terms of this T&C, the Licensor reserves the right to terminate Your account and stop You from using the App for any reason, at the Licensor's sole discretion. The Licensor reserves the right to decline to provide the Service to You in the future.

13. NO WARRANTY

13.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE RISK OF USING THE APP LIES WHOLLY WITH YOU, AND THAT THE ENTIRE RISK AS TO SATISFACTORY PERFORMANCE, QUALITY, ACCURACY AND EFFORT LIES WITH YOU. TO THE FULLEST EXTENT ACCEPTED BY LAW, ANY OTHER SERVICES PERFORMED OR PROVIDED IN CONJUNCTION WITH THE APP ARE OFFERED "AS IS" AND "AS AVAILABLE", AND THE LICENSOR EXPRESSLY DISCLAIMS ALL OTHER CONDITIONS, TERMS, WARRANTIES AND UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE APP OR ANY TECHNICAL SUPPORT OFFERED IN RELATION TO THE SAME, INCLUDING BUT NOT LIMITED TO WARRANTIES OF QUALITY, PERFORMANCE, SATISFACTORY QUALITY OR FITNESS FOR A SPECIFIC PURPOSE. THE LICENSOR DOES NOT PROVIDE WARRANTY AGAINST INTERFERENCE WITH YOUR REQUIREMENTS, THAT THE FUNCTION OF THE APP OR SERVICES WILL BE UNINTERRUPTED OR FREE FROM ERRORS, OR THAT FLAWS IN THE APP OR SERVICES WILL BE IMPROVED UPON. NO VERBAL OR WRITTEN INFORMATION OR ADVICE OFFERED BY THE LICENSOR OR ITS AUTHORISED REPRESENTATIVE SHALL PURPORT TO CREATE A WARRANTY. ANY MATERIAL WHICH IS DOWNLOADED OR OTHERWISE ATTAINED THROUGH THE UTILISATION OF THE APP IS RETRIEVED AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE ACCOUNTABLE FOR ANY DAMAGE DONE TO YOUR ELECTRONIC DEVICE OR LOSS OF DATA THAT IS RESULTANT OF THE DOWNLOAD OR USAGE OF THESE MATERIALS.

14.1 TO THE EXTENT PERMITTED BY LAW, THE LICENSOR SHALL IN NO EVENT BE HELD LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PROFIT LOSS, DATA LOSS, INTERRUPTIONS OF BUSINESS OR OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF YOUR USE OR INCAPACITY TO UTILISE THE APP. HOWEVER CAUSED, IN SPITE OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THE LICENSOR HAS BEEN BRIEFED ON THE POTENTIAL OCCURRENCE OF SUCH DAMAGES.

14.2 YOU SPECIFICALLY ACKNOWLEDGE THAT THE LICENSOR SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISKS OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

15. INDEMNIFICATION

15.1 You shall indemnify the Licensor and keep the Licensor fully and effectively indemnified on demand against all liabilities, damages and costs caused by any negligent act or omission or breach of the terms of this T&C by You. You shall also defend, indemnify and hold harmless the Licensor, its officers, directors, employees, servants and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from Your use of and access to the App; Your violation of any terms of this T&C; Your violation of any third party right, including without limitation any copyright, property or privacy right; or any claim that Your use of the Service is whatever form has caused damage to a third party. This indemnity obligation shall survive the termination of this T&C and Your use of the App.

16.1 This T&C is made solely for the benefit of You and the Licensor, and is not intended to benefit any third party or be enforceable by any third party. A person who is not party to this T&C shall have no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of its terms.

16.2 The rights of You and the Licensor to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this T&C are not subject to the consent or permission of any third party.

17. INTELLECTUAL PROPERTY

17.1 The patents, copyright, trade marks and all other intellectual property rights in the App remain the property of the Licensor and are under legal protection of the laws of the Republic of Singapore and other relevant jurisdictions and by any international treaty provisions effective at the time of Your acceptance of the terms of this T&C. This T&C explicitly protects the intellectual property rights relating to the App held by the Licensor and/or such third parties none of whose rights are hereby assigned to You.

17.2 You acknowledge and agree that You will not obtain any right, title or interest in or to such content delivered via the App or in any Intellectual Property Rights (including, without limitation, patents, copyright, trade marks or other rights) in the content as a result of Your use of the App.

18. MODIFICATIONS

18.1 The terms of this T&C may be modified from time to time. If a modification, in the sole discretion of the Licensor, is material enough to constitute a potential infringement of Your rights, the Licensor will notify You via email to the email address registered in the name of Your account. By continuing to utilise the service after the above stated changes become effective, You agree to be bound by the revised terms of this T&C.

18.2 If You do not agree to the modifications being made, do not continue using or accessing the App.

19. SEVERABILITY

19.1 If any provision of this T&C is held to be illegal, invalid, or unenforceable, then this T&C, including all of the remaining provisions, will remain in full force and effect as if such illegal, invalid or unenforceable provision had never been included.

20. FORCE MAJEURE

20.1 If this T&C cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of You or the Licensor, then either party may terminate this T&C by notice in writing.

21. ASSIGNMENT

21.1 The rights and obligations under this T&C are personal to You and the Licensor and cannot be assigned or transferred by You or the Licensor except by obtaining the written consent of the other party.

22. NOTICE

22.1 Notices shall be sent by way of email to the email address submitted by You when You register for an account, and will be deemed given when sent.

23. PERSONAL DATA PROTECTION ACT 2012

23.1 The Licensor confirms that Your Personal Data and Personal Profile are obtained in a reasonable method and does not infringe the Personal Data Protection Act 2012 and any anti-spam regulation imposed by the Singapore government or other relevant authorities.
23.2 The Licensor represents and warrants that the use, disclosure and/or collection of Personal Data and Personal Profile are in full compliance with all the provisions contained in the latest version of the Personal Data Protection Act 2012 and all regulations issued thereunder, or such similar statute that may replace the Personal Data Protection Act 2012 in the future; and the Licensor shall at all times, use its best endeavours to ensure compliance of the Personal Data Protection Act 2012, or such similar statute that may replace the Personal Data Protection Act 2012 in the future.

23.3 In any event, and notwithstanding anything contained in this T&C, in no circumstances shall the Licensor be liable for incompliance and/or breach of the Personal Data Protection Act 2012 and all regulations issued thereunder or such similar statute that may replace the Personal Data Protection Act 2012 in the future or other special, incidental, indirect or consequential damages to You of any kind, resulting from the Licensor's performance or failure to perform any obligation under the terms of this T&C.

23.4 COLLECTION OF INFORMATION

23.4.1 The Licensor will collect Your Personal Data that You provide when You sign up for an account through the App. The Licensor will be unable to facilitate the collection of Your Personal Data if the registration process is not completed in full. The types of Personal Data that will be collected include: -

23.4.1.1 name;

23.4.1.2 phone number;

23.4.1.3 credit card or other billing information; and

23.4.1.4 email address and home and business postal addresses.

23.4.2 You are able to store and access Your message history through the App and access it whenever necessary.

23.5 USE OF INFORMATION

23.5.1 In the course of using the service, the Licensor may collect Personal Data that can be used to contact or identify You. Personal Data is or may be used: -

23.5.1.1 to provide and improve the App;

23.5.1.2 to administer Your use of the service;

23.5.1.3 to communicate with You in matters relating to Your use of the app and to better understand Your needs and interests;

23.5.1.4 to personalise and improve Your experience; and

23.5.1.5 to provide or offer application updates and product announcements.

23.5.2 The Licensor will not distribute Your Personal Data to external parties, unless

Your prior consent is obtained.

23.5.3 However, the Licensor may use trusted third party companies and individuals to provide improvements to the service. Some of these services include, but not limited to general maintenance service and management of the database. The Licensor may also use third party companies' services to deliver the messaging services. These external parties may be given access to Your Personal Data for the sole purpose of performing these tasks on the behalf of the Licensor.

23.5.4 Your Personal Profile is not accessed by the Licensor unless You have given Your consent. Your Personal Profile may be used for internal research. In such case, Your Personal Profile will be de-identified and all information specifically identifying You will be removed.

23.5.5 However, the Licensor may disclose Your information when the Licensor has a good faith belief to avert a serious threat to health or safety and/or as required by law.

23.5.6 The Licensor is permitted by You to utilise the App data to carry out internal research.

23.6 DATA RETENTION

23.6.1 The Licensor will retain Your Personal Data for the period that Your account is active or as needed to provide You services. Once Your account is terminated, the Licensor shall cease to retain Your Personal Data, or remove the means by which the Personal Data can be associated with You, as soon as it is reasonable to assume that: -

23.6.1.1 the purpose for which Your Personal Data was collected is no longer being served by the retention of Your Personal Data; or

23.6.1.2 retention is no longer essential for business or legal purposes.

23.7 SECURITY

23.7.1 The security of Your Personal Data and Personal Profile is of utmost importance to the Licensor. When sensitive information is entered (such as a credit card number) during the registration of a new account, the Licensor will ensure that the said transmission is encrypted. The Licensor utilises the standard Secure Socket Layer (SSL) encryption technology in order to protect the security of Your Personal Data and Personal Profile.

23.7.2 The Licensor abides by generally accepted industry standards to guard Your Personal Data and Personal Profile submitted to the Licensor, both when the information is in transmission and once it is received by the Licensor. However, while the Licensor strives to keep Your Personal Information and
Personal Profile protected, the Licensor is unable to assure You that it is absolutely secure as no method of electronic submission or storage can be
100% secure.

23.7.3 You can choose to increase the security of the Personal Data saved on Your App by choosing a password that contains a combination of letters and numbers as well as picking one that is easy for You to remember, but difficult for others to guess. In addition, You have the sole responsibility of sustaining the confidentiality of Your account by logging out when You are finished with Your session. You agree to accept responsibility for all activities that occur throughout Your account.

23.7.4 You are the only person with the ability to edit Your Personal Profile. If You choose to, You can share this information with other parties.

23.7.5 The Licensor will embark on reasonable procedures to ensure the integrity of data on the servers, but the Licensor will not take responsibility for any loss of data as a result of unforeseen circumstances. The Licensor will not take responsibility for such compromised access to data (which includes poor network coverage, local device failure etc.).

24. MISCELLANEOUS

24.1 The Licensor will undertake reasonable procedures to ensure the integrity of data on the servers, but the Licensor is not responsible for any data loss due to unforeseen circumstances. As such, the Licensor is not accountable for compromised access to data (due to factors such as, including but not limited to, poor network coverage or local device failure).

24.2 If new and innovative ideas for business or functionality are sent to the Licensor, the

Licensor is permitted to utilise them without paying You further compensation.

24.3 The Service is controlled and offered by the Licensor from its facilities in Singapore. The

Licensor makes no representations that App and the Service are appropriate or available
for use in other locations. Those who access or use the App and the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

25. HEADINGS

25.1 The headings set out in this T&C are included for convenience only and shall not in any way affect the construction or interpretation thereof.

26. GOVERNING LAW

26.1 This T&C shall be governed by, and construed in all respects in accordance with, the laws of the Republic of Singapore. In relation to the enforcement of any proceedings, or arising out of or in respect of, the Licensee hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Republic of Singapore.

26.2 In the event of conflict, the clauses in this T&C will take precedence over any statute or legislation.

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