The following expressions shall, unless the otherwise expressly stated, have the following meaning:
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.
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.
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.
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.
Solv, Our, Us, We refers to Solv Pte Ltd and its Related Corporation(s).
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.
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.
A reference to you or the user is a reference to a user of any of the Graas Platform and/or the Solv Services.
4. USER WARRANTIES, ACKNOWLEDGMENTS AND UNDERTAKINGS
b. You undertake to fully comply with the Terms.
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.
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.
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.
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.
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.
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.
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.
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.
6. SOLV’S RIGHTS
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.
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.
7. SOLV DISCLAIMERS
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.
8. LIMITATION OF LIABILITY
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.