Terms and conditions

When you join Myows, you agree to our terms and conditions.

MYOWS TERMS AND CONDITIONS

1. Interpretation and definitions

1.1 In these Terms and Conditions, unless inconsistent with or otherwise indicated by the context, the following terms will have the meanings assigned to them in this clause:

1) “Account Holder” means the individual or corporate entity which subscribes to the Services.

2) “Agreement” means these Terms and Conditions read together with the MYOWS Privacy Policy;

3) “Certificate” means the digital date-stamped certificate issued by MYOWS which verifies the date on which a Work has been uploaded by a Member to the Website;

4) “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in these Terms and Conditions;

5) “Intellectual Property Rights” means all patents, trademarks, service marks, design rights, copyright, trade or business name, know-how, concepts, ideas, methods, procedures, processes, techniques, models, reports, templates, software or any changes or additions thereto (if any) and other similar rights or obligations, whether or not registerable, registered or application for registration thereof has been made in any party of the world;

6) “Marks” means any trademarks, logos, brand names, domain names or other marks of either of the Parties;

7) “Member” means the individual who uses the Services either in their individual capacity or as an employee of the Account Holder.

8) “MYOWS” means Myows Pte. Ltd., a private company with limited liability incorporated in accordance with the Laws of Singapore, which has its registered office at

3 Phillip Street #12-02

Singapore

048693

9) “Party” and “Parties” means MYOWS and the Account Holder and/or Member(s);

10) “Profile” means a Member’s chosen username, password and e-mail address which links the Member to a Work submitted to the Website;

11) “Registration” or “register” means the uploading of a Work by the Member to the Website and the storage of that Work on the MYOWS servers;

12) “Registration Date and Time” means the date and time when a Work uploaded to the Website by a Member is capable of being stored by MYOWS on its servers;

13) “Services” means the copyright protection and management services provided by MYOWS to the Account Holder and/or Member;

14) “Service Fees” means, where applicable to paid accounts, fees payable by the Account Holder to MYOWS in respect of the Services;

15) “Website” means the website from which the Services are provided, currently being www.Myows.com;

16) “Work” means a content item which is uploaded by the Member to the Website.

2. Binding nature of these terms and conditions

2.1 Members are only authorized to access and use the Services if they agree to abide by all applicable laws and the terms of this Agreement. Members are encouraged to read this Agreement carefully and to save it for future reference.

2.2 If a Member does not agree to be bound by this Agreement and to follow all applicable laws, they should discontinue use of the Services immediately and refrain from accessing the Website.

2.3 MYOWS may modify or amend this Agreement without notice at any time and such modification will be effective upon posting by MYOWS on the Website. A Member’s continued use of the MYOWS Services after MYOWS posts a revised Agreement signifies their acceptance of the revised Agreement. It is therefore important that Members review this Agreement regularly to ensure they are updated as to any changes.

3. Provision of Services

3.1 MYOWS will provide the Services to the Member subject to the Agreement.

3.2 The Member will, at its own expense, supply MYOWS with a digital copy of the Work to be registered in a format compatible with the Services and, on request, any further information relating to the Work and/or the Member which is reasonably necessary to enable MYOWS to provide the Services to the Member.

3.3 The Member shall ensure that all such information which is submitted to MYOWS is accurate and correct.

3.4 Where a Certificate is issued to the Member by MYOWS, the Member will be responsible for checking the factual correctness and accuracy of the contents of that Certificate, and must notify MYOWS within 10 (ten) days of any mistakes, which will then be corrected by MYOWS and a new Certificate will be issued as soon as possible.

3.5 Only Members will be able to download duplicate copies of a Work registered on the Website. MYOWS will always retain the original digital version of a Work uploaded by a Member to ensure its integrity. Neither a Member nor MYOWS will ever be entitled to make any changes to the uploaded copy of the Work once it has been registered on the Website. Should a Member wish to revise the Work, it will be able to upload a revised version of the Work and MYOWS will register the revised Work as such.

3.6 MYOWS may, at any time without notifying the Member, make changes to the Services which are reasonably necessary to comply with any applicable statutory requirements or which are aimed at improving the quality and effectiveness of the Services.

4. Refusal of service

4.1 MYOWS may, in its sole discretion, reject and/or refuse to register any Work submitted by a Member to the Website.

4.2 MYOWS reserves the right to deregister and/or remove any or all of a Member’s Work registered on the Website and/or to deny, restrict, suspend, or terminate a Member’s access to all or any part of the Services if MYOWS determines, in its sole discretion, that a Member has violated this Agreement and/or poses a threat to MYOWS and/or any of its other Members.

5. Unlawful content or activity

5.1 MYOWS may reject, refuse to register or deregister any Work for any or no reason, including a Work that in the sole judgment of MYOWS violates this Agreement or which may be offensive, illegal or infringes or threatens to infringe the rights of any other person or entity.

5.2 Any Work that:

a) is patently offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

b) harasses or advocates harassment of another person;

c) depicts the exploitation of persons in a sexual or violent manner;

d) contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;

e) solicits personal information from anyone under 18;

f) publicly posts information that poses or creates a privacy or security risk to any person;

g) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

h) constitutes or promotes an illegal or unauthorized copy of another person’s copyrighted work;

i) contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

j) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

k) involves commercial activities and/or sales without prior written consent from MYOWS such as contests, sweepstakes, barter, advertising, or pyramid schemes;

l) includes a photograph or video of another person that you have posted without that person’s consent; or

m) violates the privacy rights, publicity rights, defamation rights, copyrights, trademark rights, contract rights or any other rights of any person;

may constitute illegal and/or prohibited content which may not be registered on the Website.

5.3 Members may not access and/or use the Services for the following illegal and/or prohibited purposes:

a) Any criminal or tortious activity, including but not limited to child pornography or erotica, sending of viruses or other harmful files, intellectual property infringement, defamation or harassment;

b) circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Services;

c) activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;

d) interfering with the access of any other person to the Website and/or that person’s use and enjoyment of the Services;

e) covering or obscuring any advertisements on the Website by any means without authority;

f) including any unauthorised code with a Work or any other content uploaded to the Website;

g) interfering with, disrupting, or creating an undue burden on the Services or the Website or servers connected to the Services;

h) impersonating or attempting to impersonate another Member, person or entity;

i) using the account, username, or password of another Member at any time or disclosing passwords to third parties or permitting any third party to access a Member’s profile;

j) selling or otherwise transferring a Member’s profile;

k) using any information obtained from the Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;

l) accepting payment or anything of value from a third party in exchange for the unauthorized or impermissible use of the Services on behalf of that person;

m) deleting or unlawfully altering or defacing the copyright, trademark, or other proprietary rights notices appearing on any Work registered on the Website;

n) using any meta tags or other hidden text or metadata utilizing a MYOWS name, trademark, URL or product name without MYOWS’s express written consent;

o) breaching or attempting to breach any security or authentication measures taken by MYOWS for the use of its Services;

p) using the Services in a manner inconsistent with any and all applicable laws and regulations.

5.4 MYOWS assumes no responsibility for monitoring the Website for Work or any activity or conduct that is unlawful or inappropriate.

5.5 A Member will be solely responsible for any Work that is uploaded and/or registered on the Website, and any material or information that is transmitted to others via the Website.

6. Loss of Work or Member’s information

6.1 MYOWS will follow industry accepted archiving procedures for all Work and any other information uploaded to the Website.

6.2 In the event of any loss or damage to any Work or information registered on the Website and/or otherwise submitted to MYOWS for the purposes of rendering the Services, the Member’s sole and exclusive remedy will be for MYOWS to use reasonable commercial efforts to restore the lost or damaged Work or information from the latest back-up maintained by MYOWS in accordance with the archiving procedure described above.

6.3 MYOWS will not be responsible for any loss, destruction, alteration or disclosure of a Work or information caused by any third party.

7. Payment of fees

7.1 Account Holders are limited to one free account.

7.2 Account Holders may upgrade their subscription to a PAID account by paying a membership fee, in which case they will be entitled to one free account (in addition to their PRO account).

7.3 Individuals who are the Account Holder must use their account solely for their own personal use and benefit and cannot share their subscription with any other person.

7.4 Corporate Account Holders may register more than one (1) member at a time.

7.5 Account Holders are limited to the file size, bandwidth, and storage capabilities published on the Website from time to time.

7.6 MYOWS reserves the right to charge for any portion of the Services and to change its fees (if any) from time to time at its discretion.

7.7 If MYOWS terminates its Services to an Account Holder or Member because of any breach of this Agreement by the Account Holder or Member, the Account Holder will not be entitled to a refund of any fees paid.

8. Security

8.1 Members are entirely responsible for maintaining the confidentiality of their usernames and passwords. Members may not use the username or password of another person at any time or to disclose their password to any third party.

8.2 Members agree to notify MYOWS immediately if they suspect any unauthorized use of their profile or access to their username or password.

8.3 Members are solely responsible for the use of their profile on the Website.

8.4 Members are encouraged to make their own back-up copies of Work uploaded to the Website.

9. Member’s and third party Intellectual Property Rights

9.1 MYOWS does not claim any ownership rights in any Work uploaded by a Member or which otherwise comes into its possession through the use of the Services.

9.2  By displaying or uploading any Work to MYOWS through the use of the Services, Members hereby grant to MYOWS a non-exclusive, royalty-free, worldwide, limited license to use, modify, delete from, add to, display, reproduce and translate such Work, including without limitation reproducing the Work in another format together with any other information, including a Certificate: provided that such licence will only be used in connection with the rendering of the Services.

MYOWS warrants that in exercising its rights under clause 9.2 it will not sell, sublicence or otherwise gain any other commercial advantage from doing so, and that it will not use the rights granted in any way that may prejudice the rights of Members.

9.3 Members represent and warrant that:

a) They own the Work uploaded and/or registered on the Website or otherwise have the right to grant the license set forth in this clause;

b) The uploading and use of the Work in connection with the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person; and

c) The uploading and use of the Work in connection with the Services does not result in a breach of contract between a Member and a third party.

d) Members agree to pay for all royalties, fees, and any other monies owing any person by reason of any infringing work or content uploaded by them on the Website and/or otherwise used in connection with the Services.

10. MYOWS’ Intellectual Property Rights

10.1 Any content on the Website, other than a Member’s Work (“MYOWS’ content”), is protected by copyright, trademark, patent, trade secret and other laws, and is owned or all rights therein are held by MYOWS, including but not limited to the MYOWS logo.

10.2 MYOWS hereby grants a limited, revocable, non-transferable license to Members to reproduce and display the MYOWS logo in relation to a registered Work in any place or on any media associated with that Work.

10.3 All further MYOWS’ content may be used by Members for their personal use in connection with viewing the Website and using the Services.

10.4 No person may copy, modify, reverse engineer, adapt, translate, publish, broadcast, transmit, distribute, perform, display or sell any MYOWS’ content without prior written authorization to do so from MYOWS.

11. Warranties

11.1 Members warrant that any Work or other information provided and the use of such Work or information by MYOWS for the purpose of providing the Services will not infringe the copyright or other rights of any third party.

11.2 Members warrant, with regard to all Work submitted to the website, that the Member is the copyright owner of those items, or that the Member is acting directly on behalf of the copyright owner of those items and has the necessary authority to register the Work.

11.3 Members warrant that all Work submitted to the Website is suitable for the provision of the Services, and acknowledges that MYOWS cannot make any determination regarding the suitability of a Work.

11.4 MYOWS provides the Services to assist Members with the provision of independent evidence to support their claim to copyright protection in that Work. However, the admissibility of that evidence and the weight to be given to it in proving any facts will always be finally determined by a court of law or such other competent authority. No guarantee, warranty or liability is given or implied by MYOWS and the responsibility of proving copyright remains with the Member.

11.5 MYOWS will not provide any service, legal or otherwise, to a Member which is not included in the Services forming the subject matter of this Agreement.

11.6 In the event that MYOWS is required to use the services of any third party in connection with the provision of the Services, MYOWS cannot give any warranty, guarantee or other term as to the quality of the services of any such third party, and will not be held responsible or liable for any loss or damage suffered by the Member as a result of the use of such third party’s services.

12. Indemnities

12.1 Members agree to indemnify and hold MYOWS, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of their use of the Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of their representations and warranties set forth in this Agreement and/or if any Work that is uploaded to the Website or used in relation to the Services causes MYOWS to be liable to another party.

13. Limitation of liability

13.1 Although MYOWS uses reasonable care and diligence to ensure that the Services are available, accurate, complete, correct, error-free, secure, up-to-date and/or reliable, MYOWS does not warrant, represent or, in any way, guarantee either expressly or by implication that the Service will be available, accurate, complete, correct, error-free, secure, up-to-date and/or reliable.

13.2 MYOWS furthermore does not warrant, represent or in any way guarantee, either expressly or by implication the merchantability or fitness for a particular purpose. Members therefore agree that the Service is rendered “as is” and “as available” and is used at their own discretion and risk.

13.3 In no event will MYOWS be liable to Members or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit damages arising from the use of the Services, even if MYOWS has been advised of the possibility of such damages.

13.4 MYOWS’s liability for any cause whatsoever and regardless of the form of the action, will at all times be limited to any amount paid, if any, by Members to MYOWS for the Services during the term of this Agreement.

13.5 In particular, MYOWS will not be liable to Members or be deemed to be in breach of this Agreement by reason of any delay in performing or any failure to perform any its obligations in relation to the Services if the delay or failure was due to any cause beyond its reasonable control.

14. Disclaimer regarding legal advice

14.1 Any advice and/or guidance of a legal nature contained on the Website is purely for information purposes only to assist Members in acquainting themselves with the law relating to copyright and should not be construed as legal advice. Members are obliged to seek proper legal advice before relying on any information contained on the Website.

14.2 Such advice and guidance does not necessarily reflect the opinion or knowledge of MYOWS and has in no way has the accuracy and completeness of such advice been investigated and verified by MYOWS.

14.3 MYOWS and/or any of its employees, representatives, associates or agents will not be responsible for and makes no warranties, express or implied, as to the accuracy and reliability of any advice or other content posted on the Website or otherwise displayed or published in relation to the Services.

15. Confidentiality

15.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.

15.2 A party’s Confidential Information shall not be deemed to include information that:

a) is or becomes publicly known other than through any act or omission of the receiving party; or

b) was in the other party’s lawful possession before the disclosure; or

c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

15.3 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

15.4 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

15.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

15.6 Members acknowledge that the software used in connection with the Services is included as part of MYOWS’ Confidential Information.

15.7 This clause shall survive termination of this agreement.

16. Term and termination

16.1 This Agreement, and any posted revision to this Agreement, shall remain in full force and effect throughout the duration of a Member’s use of the Services.

16.2 Members may terminate this Agreement at any time, for any reason.

16.3 MYOWS may terminate this Agreement at any time, for any or no reason, with or without prior notice or explanation, and without liability.

17. Take down notice procedure

17.1 In the event that MYOWS receives written notification from any third party to the effect that a Work stored on the Website or on any of its servers infringes the rights of another, and MYOWS is required by any applicable law to take down and/or remove that Work from the Website and/or its servers, MYOWS will be obliged to do so.

17.2 MYOWS will notify Members immediately in the event that it receives a take-down notice as per 17.1 and the Member will be entitled to take whatever legal steps are necessary to protect and/or defend its legal rights.

17.3 MYOWS will not be liable for any loss or damage whatsoever arising from the taking down and/or removal of any Work from the Website and/or its servers after receiving a take-down notice as aforesaid.

18. Force majeure

18.1 MYOWS will not be liable to Members under this Agreement or otherwise if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a telecommunications service provider or other utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that Members are notified of such an Event and its expected duration.

19. Applicable law and jurisdiction

19.1 This Agreement shall be governed by the laws of Singapore.

19.2 Subject to clause 20, the parties hereby consent and submit to the jurisdiction of the High Court of Singapore, for the purposes of any legal proceedings arising from or in connection with this Agreement, notwithstanding that such proceedings may otherwise be beyond the jurisdiction of such court.

20. Addresses and notices

20.1 All notices in terms of this Agreement shall be in writing addressed to the chosen address of the party and will be sent by electronic mail.

20.2 Each notice by electronic mail to a party at the e-mail address given by the party shall be deemed to have been received (unless the contrary is proved) within 4 (four) hours of transmission if it is transmitted on a business day (being a day other than a Saturday, Sunday or statutory holiday in Singapore during normal business hours or within 4 (four) hours of the beginning of the next business day after it is transmitted, if it is transmitted outside business hours.

21. General

21.1 This Agreement contains the entire agreement between the parties.

21.2 No party shall have any claim or right of action arising from any undertaking, representation or warranty not included in this Agreement.

21.3 The failure by any party to enforce any provision of this Agreement shall not affect in any way that party’s right to require performance of the provision at any time in the future, nor shall the waiver of any subsequent breach nullify the effectiveness of the provision.

21.4 No variation, addition to or cancellation of this Agreement and no waiver of any right under this Agreement shall be of any force or effect unless reduced to writing and signed by or on behalf of the parties to this Agreement.

21.5 In the event of any part of this Agreement being found to be partially or fully unenforceable, for whatever reason, this shall not affect the application or enforceability of the remainder of this Agreement.

In this agreement, unless the context requires otherwise: – words importing any one gender shall include the other two genders; the singular shall include the plural and vice versa; a reference to natural persons shall include created entities (corporate or unincorporate) and vice versa; headings have been inserted for convenience only and shall not be used for nor assist or affect its interpretation; where a clause number is cited, it shall be deemed to include all subclauses of that numbered clause.