1.1. These General Terms and Conditions (the “General Terms and Conditions”) apply exclusively between:
- Colossus Labs Pte. Ltd. (Company Registration No.: 200200939M), a company incorporated in Singapore and having its registered office at 6 Harper Road #02-01 Leong Huat Building Singapore 369674 (“Colossus Labs”, “we”, “our” or “us”), and
- any person accessing or using the Platform (as defined below) (“User” or “you”, and collectively with Colossus Labs, the “Parties”, and each, a “Party”).
The term “Colossus Labs” (or “we”, “our” and “us”) includes (a) all members, subsidiaries and affiliates of Colossus Labs; and (b) all subsidiaries, affiliates, successors, and assigns of the parties in (a).
The term, “User” or “you” includes both businesses and representatives of businesses.
1.2 Colossus Labs has developed a website, www.owlsmart.sg (“Website”), which is an online question database designed to aid end-users in their examination revision. (the “Platform”). Features, services and Content include setting up profiles, and analysis and comparison of end user data. Colossus Labs may, from time to time and at its sole discretion, vary the Platform’s services, features or Content.
1.3. Without prejudice to any other provision in these General Terms and Conditions, by creating an account on the Platform and otherwise accessing and using the Platform, you represent, acknowledge, warrant and undertake:
- to have read and fully understood, accept, comply with, and be bound by, the General Terms and Conditions;
- that you are over 18 years of age and have the legal capacity to enter into contracts with us and be bound by the General Terms and Conditions; and
- to comply with all applicable laws, regulations and rules in relation to your access to, and use of, the Platform.
1.4. These General Terms and Conditions shall prevail notwithstanding any User amendments to it. Any amended terms or conditions submitted, proposed or stipulated by the User, regardless of whether Colossus Labs has objected to them explicitly, are expressly waived and excluded.
1.5. Colossus Labs reserves the right to amend, modify, update, change or otherwise alter these General Terms and Conditions at any time (“Updates”). You are advised to read these General Terms and Conditions carefully and to check regularly for any Updates. As these General Terms and Conditions will govern your access or use of the Platform, please review these General Terms and Conditions each time you use the Platform. If you do not agree to any change, update or modification to the General Terms and Conditions, you must immediately stop using the Platform. Your continued use of the Platform after Updates are made means that you consent to such Updates.
2. ACCESS AND USE OF THE PLATFORM
2.1. Access to the Platform
2.1.1. Your access to the Platform is subject to your compliance with the General Terms and Conditions and any other requirements that Colossus Labs may impose. Accessing and using the Platform requires you to sign up for an account in accordance with Clause 2.3. Your access to, and use of certain services, features and Content, may require payment.
2.1.2. Colossus Labs does not guarantee that access to or use of the Platform, or any Content on it will always be available or uninterrupted. Colossus Labs reserves the right to, at its sole discretion and without prior notice or specifying any reasons:
- reject any request for access to and usage of the Platform;
- block, suspend, withdraw, or discontinue your access and usage of the Platform (whether temporarily or permanently); or
- change all or any part of the Platform and any Content on it.
2.1.3. Colossus Labs may also at any time suspend the Platform’s availability. This can be for reasons such as software update and maintenance, server upgrade, systems backup and recovery, shutdown of operations, or server relocation. Where reasonably practicable, such disruptions shall be published on our newsfeed.
2.1.4. To avoid doubt, the scope of the Content and services provided through the Platform is based on the availability or the functionality of the Platform at any given time.
2.2. Using the Platform
2.2.1. Users are personally responsible for fulfilling technical requirements necessary for accessing and using the Platform. Colossus Labs shall be under no obligation to you in this regard.
2.2.3. You may not, directly or indirectly, use the Platform in any way that:
- could breach any applicable law, regulation, rule, provisions under the governing instrument of any legal entity or any agreement you are bound by;
- is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- could impair its operation or pose an excessive load on the Platform’s servers;
- may be perceived as damaging to Colossus Labs’s reputation and goodwill or otherwise compromise Colossus Labs’s interests;
- may result in annoyance, harassment, abuse or harm to another User. This includes sending “junk mail”, “pyramid schemes”, “spam”, unsolicited or unauthorised advertising in relation to any goods or services, or otherwise unwelcome communication. Unwelcome communication includes (i) sending invitations and messages to Users or other people who do not know you or are not a known contact of yours, as well as; (ii) unlawful, fraudulent, harmful, threatening, abusive, vulgar, obscene, defamatory, pornographic, indecent, hateful, offensive, or racially, ethnically or otherwise objectionable communication;
- could constitute an attempt to copy, duplicate, modify, create derivative works from, sell, rent, loan, sublicense, distribute, or otherwise monetise all or any portion of the Platform or the Contents of the Platform, except where it is permitted by (or provided for) in the Platform;
- could constitute an attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform, except where it is permitted by (or provided for) in the Platform;
- removes or alters any copyright notices, watermarks, restrictions and signs indicating Colossus Labs’s proprietary rights, the rights of any of our licensors or the rights of any other third parties;
- uses manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” the Platform or any related data or information;
- accesses all or any part of the Platform in order to build a product or service which competes with the Platform; or
- knowingly transmits any data, sends or uploads any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware (collectively, “Malware”),
failing which your rights to use the Platform will automatically terminate without notice from us. If this happens, Colossus Labs reserves the right to reject requests for, and terminate without notice, your access to or use of the Platform.
2.2.4. If there are additional third-party terms contained within, or distributed with, the Platform, these will be specifically identified in related documentation relating to the Platform (or software incorporated with the Platform). Such documentation will govern the use of such software in the event of a conflict with these General Terms and Conditions.
2.3. Account and Password
2.3.1. If you choose to create an account on the Platform, you must complete our registration process by providing current, complete and accurate information relating to you. If there are any changes to such information during your time as a User, you are responsible for correcting the relevant information as soon as possible. You are responsible for all use of your account and for keeping your user name and password secure and confidential.
2.3.2. You agree to notify Colossus Labs immediately if you know of or suspect any unauthorised use of your account or any other breach of security. You are responsible for ensuring that access to the account as well as use of the Platform connected to the account remains exclusively limited to yourself. You are liable for any use and/or other activity conducted through use of your access data.
2.4. Subscription and Purchase
2.4.1. Upon purchasing a subscription plan, the User shall pay to Colossus Labs fees in connection with the subscription plan selected on the Website (“Subscription Fees”). Unless otherwise agreed upon, all Subscription Fees are due at the beginning of each term as specified, and will be charged through the method of payment selected. Subscription Fees are exclusive of taxes, duties, levies, tariffs, bank charges and other payments due to third parties, including but not limited to Goods and Services Tax (collectively, “Third-Party Charges”), which may be separately invoiced where applicable. The User shall be liable and responsible for payment of all Third-Party Charges and other interest and penalties resulting from the making of such payments. Failure to pay these fees will result in the termination of your paid subscription plan and Platform access.
2.4.2. Any Subscription Fees charged in error shall be refundable upon Colossus Labs confirming the error.
2.4.3. A User shall be entitled to a refund of Subscription Fees if:,
- the User attempts less than 100 questions on the Platform within two weeks of the User’s subscription plan commencing; or
- the User requests to terminate the User’s subscription plan within two weeks of the User’s subscription plan commencing.
2.4.4. When a User’s Subscription Plan ends, the User will lose access to the Platform until a new Subscription Plan has been purchased.
2.4.5. Termination of a User’s Subscription Plan will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination. This includes the right to claim damages in respect of any breach of the plan which existed at or before the date of termination.
2.4.6. Termination of a Subscription Plan will not by itself stop you from accessing the Free Version, or mean that these General Terms and Conditions have been terminated.
2.5.1. The Platform and all information, text, descriptions, data, graphics, images, logos, illustrations, designs, icons, video clips, audio clips, sounds, files, specifications, advertisements, titles, names, intellectual property rights and any other information provided on it (hereinafter referred to as “Content”) are owned by Colossus Labs, its software suppliers and/or other third parties (which may be indicated by trademarks, logos, links to or from an external source, or otherwise).
2.5.2. Subject to compliance with these General Terms and Conditions and unless otherwise specified, Colossus Labs grants you a non-exclusive, non-transferable, terminable license to view and use the Content on the Platform. You acknowledge and agree that you are strictly prohibited from duplicating, adapting, modifying, commercially distributing, publishing, displaying, downloading, transferring licensing or selling any Content or services obtained from the Platform, except as expressly permitted by Colossus Labs.
2.5.3. Colossus Labs makes no representations, warranties or guarantees, whether express or implied, that the Content on the Platform is accurate, complete or up-to-date. Colossus Labs reserves the right, in its sole discretion, to amend, modify, update, change or otherwise alter the Content at any time without notifying you.
2.6. Intellectual Property Rights
Colossus Labs reserves all of its intellectual property rights in the Platform. Using the Platform does not give you any ownership or interest in the Platform, services, features or the Content made available through the Platform. Trademarks and logos used in connection with the Platform are be the trademarks of their respective owners. “Colossus Labs” logos and other “Colossus Labs” trademarks, service marks, graphics, and logos used for the Platform are Colossus Labs’s trademarks or registered trademarks.
3. THIRD PARTY CONTENT
3.1. Any User-Generated Content and other third-party content referred to, or linked through, the Platform under Clause 3.2 represents content created by third parties (“Third-Party Content”). Colossus Labs does not verify Third-Party Content for completeness, accuracy, legality or validity. Colossus Labs therefore assumes no responsibility nor makes any guarantee of the completeness, accuracy, legality, validity or currency of Third-Party Content, or its suitability for any particular purpose.
3.2. The Platform may include links to third party websites that let you leave the Platform. You may also access the Platform through third party websites. These linked sites are not under Colossus Labs’s control, and Colossus Labs is not liable or responsible for the accuracy, completeness, timeliness or availability of any Third-Party Content. Links to any third-party websites are provided for your convenience only and the inclusion of any link does not imply endorsement by Colossus Labs of the website. Your use of such third-party website is at your own risk and may be subject to that third party’s terms and conditions.
3.3. User-Generated Content
3.3.1. Colossus Labs does not claim ownership over the content, including any information, text, descriptions, data, graphics, images, logos, illustrations, designs, icons, video clips, audio clips, sounds, files, specifications, titles, names that you submit, upload, post or publish on the Platform (“User-Generated Content”).
3.3.2. For any User-Generated Content covered by intellectual property rights, including any trademark or trade names of your business or related to your business, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any User-Generated Content that you upload or submit in connection with the Platform. In this regard:
- you may terminate this User-Generated Content licence by deleting such content from the Platform, or generally by closing your account, except (i) to the extent you shared it with others on the Platform and they copied or stored it; and (ii) for the reasonable time it takes to remove from backup and other systems;
- we have the right, without compensation to you or others, to serve advertisement near or in such User-Generated Content; and
- we may, at our sole discretion and without prior notice to you, delete (in part or entirely), modify, edit or format your User-Generated Content (such as translating it, modifying size, layout or file type, or removing metadata).
3.3.4. Colossus Labs has the right to disclose your identity to any third party who claims that User-Generated Content you have submitted, uploaded, posted or published on the Platform constitutes a violation of their intellectual property rights, or of their right to privacy. In this regard:
- Colossus Labs will not be responsible, or liable to any third party, for the User-Generated Content or accuracy of any User-Generated Content posted by you or any other user of the Platform; and
- Colossus Labs is not obligated to post or publish any User-Generated Content and can remove or modify such content at our sole discretion, with our without notice.
3.3.5. You agree and represent that any User-Generated Content that you post, upload or submit for the Platform:
- is owned by you;
- does not result in a breach of contract between you and a third party; and
- complies with applicable laws.
3.3.6. You agree and undertake that you shall not submit, upload, post or publish on the Platform, any User-Generated Content that:
- is not related to appropriate subject matter and that is not intended for, or inaccurate for, its purpose;
- contains Malware;
- infringes any third party intellectual property rights;
- is unlawful, fraudulent, harmful, threatening, abusive, vulgar, obscene, defamatory, pornographic, indecent, hateful, offensive, or racially, ethnically or otherwise objectionable;
- promotes any illegal activity;
- is likely to mislead or deceive any person, including but not limited to using a false name, portrait photograph, or otherwise misrepresenting your identity;
- is in breach of any legal duty owed to a third party, such as a tortious, statutory, or contractual duty including but not limited to a duty of confidence, and a duty not to misrepresent (your business or any other matter);
- advocates, promotes or assists any unlawful act such as (by way of example only) copyright infringement or computer misuse; or
- intentionally or unintentionally breaches any applicable law, regulation, rule, provisions under the governing instrument of any legal entity.
3.3.7. User-Generated Content does not represent Colossus Lab’s views, opinions, advice, values or beliefs. Colossus Labs makes no claim of accuracy of any User-Generated Content.
3.3.8.Colossus Labs will determine, in its sole discretion, whether there has been a breach of this Clause 3 through your use of the Platform. Colossus Labs reserves the right, without prior notice to you, to take any action as Colossus Labs deems appropriate, including the following actions:
- immediately, temporarily or permanently remove any User-Generated Content from the Platform, at any time and for any reason;
- immediately, temporarily or permanently withdraw your right to use the Platform, by deleting or disabling your account at any time;
- issue a warning to you;
- take legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to, reasonable administrative and legal costs) resulting from the breach; and
- take legal action (in addition to any legal proceedings described in (d)) against you.
4. DISCLAIMER AND LIMITATION OF LIABILITY
4.1. Colossus Labs and Colossus Labs’s employees, officers, sub-contracts or agents (collectively, “Colossus Labs’s Representatives”) merely facilitate, through the Platform, communication to Users. Colossus Labs and Colossus Labs’s Representatives are not a party to, or otherwise involved, in these matters. Colossus Labs and Colossus Labs’s Representatives:
- are therefore not liable or responsible in any way to Users.
- make no representations or warranties, or assume any liability whatsoever to Users.
4.2. To the fullest extent allowed under applicable law, Colossus Labs and Colossus Labs’s Representatives assume no liability or responsibility to Users for any of the following:
- providing the Platform;
- any errors, mistakes, incompleteness or inaccuracies of Content, User-Generated Content, Third Party Content, or any other information or material made available through the Platform, linked third party platforms, or linked third party websites;
- any errors, mistakes, incompleteness or inaccuracies of other language versions of the Platform, as compared with the English version of the Platform;
- any unauthorised access to, or use of (i) Colossus Labs’s secure servers (or servers provided by third parties appointed by Colossus Labs); (ii) any and all personal data stored on servers described in (i).
- damage of any nature whatsoever resulting from a User’s access to, use of, or reliance on, any Content, User-Generated Content, services or any other information or material made available through the Platform, linked third party platforms, or linked third party websites;
- any interruption, or cessation, of transmission to, services provided on the Platform, linked third party platforms, or linked third party websites;
- any Malware transmitted through the Platform, linked third party platforms, or linked third party websites;
- any loss or damage, of any nature, incurred by non-Users in relation to any of the sub-clauses (a) to (h) above.
4.3. Without prejudice to any other provision in these General Terms and Conditions, and to the extent required by law, the maximum aggregate liability of Colossus Labs and Colossus Labs’s Representatives for any act or omission, whether in contract, tort (including negligence), or otherwise in relation to these General Terms and Conditions, shall in no circumstances exceed the amount of one hundred Singapore dollars (S$100).
4.4. Colossus Labs and Colossus Labs’s Representatives shall not be liable to any User for:
- any indirect, special, or consequential loss or damage;
- loss of date or other equipment or property;
- economic loss or damage;
- any liability incurred by the User for another User’s or third party’s loss or damage (of any nature (including incidental or punitive damages)); or
- any loss of actual or anticipated profit, use, opportunities, interest, revenue, anticipated savings, business, goodwill,
even if Colossus Labs and Colossus Labs’s Representatives are advised in advance of the possibility of such loss or damage.
4.5. The User shall be solely responsible for any damage to his (or her) computer system or electronic device, or for any resulting loss of data. The User accesses or uses at his (or her) own discretion and risk, any Content, Third-Party Content, User-Generated Content, and services made available, or obtained through, the Platform or linked third party platform or linked third party website.
4.6 Any Content, Third-Party Content, User-Generated Content, services, items, or materials made available, or obtained through, the Platform or linked third party platforms or linked third party websites, is on an “as is” and “as available” basis. The User’s use and reliance upon any, and all, such Content, Third-Party Content, User-Generated Content, services, items and materials is at the User’s own discretion and risk. Except as set out expressly in these General Terms and Conditions, Colossus Labs and Colossus Labs’s Representatives make no warranty or representation about the suitability, accuracy, or completeness of any Content, Third-Party Content, User-Generated Content, and services made available, or obtained through, the Platform or linked third party platforms or linked third party websites.
The User shall keep Colossus Labs and Colossus Labs’s Representatives fully indemnified against all actions, claims, demands, proceedings, liabilities, losses (whether direct, indirect or consequential), costs (including legal costs on a full indemnity basis) and expenses of every kind suffered or incurred by Colossus Labs or Colossus Labs’s Representatives, arising out of or in connection with:
- any third party claim due to (or arising out of) misuse of the Platform or any User-Generated Content posted by the User on the Platform;
- any actual or alleged breach or non-performance or non-observance of any of the User’s obligations or undertakings or warranties under these General Terms and Conditions, or otherwise arising in any way out of the User’s use of the Platform; or
- any infringement or misappropriation by the User of third party patent, copyright, trademark or other intellectual property rights in connection with the use of the Platform.
Both the User and Colossus Labs may terminate these General Terms and Conditions at any time with notice to the other. On termination, the User loses the right to access or use the Platform. The following shall survive termination:
- Colossus Labs’s rights to use and disclose the User’s personal opinions made known to Colossus Labs (e.g. feedback or responses to surveys);
- other User’s rights to further re-share User-Generated Content the User has shared through the Platform, to the extent copied or re-shared prior to termination;
- Clauses 4, 5, 8 and 9 of these General Terms and Conditions; and
- any amounts owed (including but not limited to Subscription Fees) by either party prior to termination and remaining unpaid at termination.
7. FORCE MAJEURE AND DELAYS
7.1. A “Force Majeure Event” means any cause which:
- is not reasonably foreseeable and is beyond the reasonable control of the Party affected (including its subcontractors, if any);
- is not due to the fault or negligence of the Party affected (including its subcontractors, if any); and
- could not have been avoided by due diligence and the use of reasonable efforts.
A Force Majeure Event includes, without limitation, Acts of God, drought, flood, earthquakes, storm, fire, lightning, epidemic, war, riot, civil disturbance, sabotage, explosions, strikes, or labour disputes (excluding any strikes, labour disputes or other labour difficulties in which the employees of the affected Party (or its subcontractors, if any) are involved, and changes in law.
7.2. Colossus Labs shall not be liable for failure or delay in performing any of its obligations under these General Terms and Conditions to the extent that the failure or delay is due to a Force Majeure Event. This sub-clause does apply to any obligation to pay money.
For all User related enquiries and other contact information, refer to the [email protected] on our Platform.
9. GENERAL LEGAL PROVISIONS
The User shall not, without the prior written consent of Colossus Labs:
- assign, transfer, charge or otherwise deal in any other similar manner with all or any of its rights under these General Terms and Conditions;
- subcontract any or all of its obligations under these General Terms and Conditions; or
- try to do anything similar to the above.
9.2. Remedies and Waivers
No failure on the part of Colossus Labs to exercise, and no delay on its part in exercising, any right or remedy under these General Terms and Conditions will operate as a waiver. No any single or partial exercise of any right or remedy will:
- exclude any other right or remedy;
- prevent the further exercise of such right or remedy; or
- prevent the exercise of any other right or remedy.
The rights provided under these General Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law. If Colossus Labs waives a default by the User, it will only do so in writing.
The illegality, invalidity or unenforceability of any provision of these General Terms and Conditions under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
9.4. No Rights of Third Parties
A person who is not a party to these General Terms and Conditions has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of these General Terms and Conditions, but this does not affect any right or remedy of a third party which exists or is available apart from this Act.
9.5. Entire Agreement
These General Terms and Conditions constitute the entire agreement and understanding between the User and Colossus Labs relating to the access and use of the Platform. Either party has not relied upon any representation, warranty or undertaking of the other party which is not expressly set out or referred to in this General Terms and Conditions. Nothing in this Clause shall however operate to limit or exclude liability for fraud.
9.6. Governing Law
These General Terms and Conditions shall be governed by and construed in accordance with the law of the Republic of Singapore.
10. DISPUTE RESOLUTION
10.1. Any dispute or claim, including any question regarding existence or validity, shall be referred to and resolved by Singapore International Arbitration Centre (“SIAC”) in accordance with the rules of SIAC for the time being in force which rules are deemed to be incorporated by reference to this Clause.
10.2. The seat of the arbitration shall be Singapore. The tribunal shall consist of a single arbitrator and the language of the arbitration shall be English. The decision of the arbitrator shall be final and binding upon the Parties.