uSMART SG Platform Terms of Use

 

This Agreement was last updated on 1 March 2022.

TERMS AND CONDITIONS

Please read these Terms of Use (the “Agreement”) carefully before registering at or logging in to uSMART SG Platform (as defined below).

This Agreement is legally binding between you (“user”, “you” or “your”) and uSmart Securities (Singapore) Pte. Ltd. (“USPL", “we”, “us” or “our”) concerning your use (including any access to) our website(s), mobile and desktop applications and the accompanying products and services, as well as third-party applications (collectively, the “uSMART SG Platform”), which is developed and operated by the affiliate(s) of USPL (“Affiliates”), whereby USPL and the Affiliates are collectively hereinafter referred to as the “uSmart Group”. By submitting a user registration application, logging in to the uSMART SG Platform, downloading or using the uSMART SG Platform, using any functions or services of the uSMART SG Platform that require registration or log in, or use any services provided via the uSMART SG Platform to its registered users, or otherwise indicating your agreement, you are consenting to this Agreement, including the policies referred to herein. If you do not agree to abide by the terms and conditions of this Agreement, you are not authorised to access or use the uSMART SG Platform.

If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such business or entity to this Agreement, in which case the terms “user”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree to the terms and conditions of this Agreement, you must not accept this Agreement and you have not access and use the uSMART SG Platform. You acknowledge that this Agreement is a contract between you and USPL, even though it is electronic and is not physically signed by you, and it governs your use of the uSMART SG Platform.

By using the uSMART SG Platform, you also represent that you are at least eighteen (18) years of age. If you are below eighteen (18) years of age, you are not authorised to access or use the uSMART SG Platform.

1. Amendment to the Agreement

• USPL has sole and absolute discretion to modify and/or amend the terms and conditions of this Agreement from time to time by posting changes online without prior notice. You are responsible for regularly reviewing the information posted online to obtain timely notice of such changes. Any modification and/or amendment to the terms and conditions of this Agreement shall take effect from and on the effective date stated, and if there is no such effective date stated, such modification and/or amendment shall take effect from and on the date it is posted online.
• By continuing to use the uSMART SG Platform following any changes to the uSMART SG Platform and/or the terms and conditions of this Agreement (including any policies referred to in this Agreement), you will be deemed to have accepted and agreed to be bound by such changes.

2. Registration & User Information

• Account required: To access and/or use the uSMART SG Platform, you will need to register a user account on the uSMART SG Platform and provide the relevant information required for such registration as stated.
• Registration Information
• In registering for a user account on the uSMART SG Platform, we may reject, or require that you change, any account name, password and/or other information that you submit to us (e.g., account avatar) in registering for a user account (collectively, the “Registration Information”).
• The Registration Information that you submit to us must not contain any illegal and/or inaccurate information, and without prejudice to Clause 2.2(a) above, we reserve the right to not register any account for you if they contain any illegal and/or inaccurate information.
• You represent and warrant to us that any Registration Information that you submit to us in connection with any such registration is and will remain accurate and complete, and that you will maintain and update such information as needed.
• Information Provided via Accessing the uSMART SG Platform Through Third-party Platforms

If you register, log in or use the uSMART SG Platform and/or the services on the uSMART SG Platform through third-party platforms (collectively, the “Relevant 3P Platforms”), you agree that you fully understand, acknowledge, agree and accept that such Relevant 3P Platforms may from time to time disclose to the uSmart Group your information as registered, provided and/or collected on such Relevant 3P Platforms (“3P Platform Data”). You further agree that any such 3P Platform Data as disclosed by the Relevant 3P Platforms, may be used by the uSmart Group for collection, statistics and/or analysis.

3. Access to uSMART SG Platform

• uSmart Group has the absolute and unfettered right to prohibit or deny you access to the uSMART SG Platform or any part thereof (including but not limited to temporarily suspending or deleting your account) immediately without cause or notice, whenever uSmart Group is of the opinion that you have been in breach of any of the terms and conditions of this Agreement and/or that such prohibition or denial is appropriate, desirable or necessary for protecting the uSmart Group’s rights and/or ensuring the operation of the uSMART SG Platform without any interruption. uSmart Group shall not be liable to you or any other third party for any loss, damages, expenses or loss of profit whatsoever suffered and/or incurred by you arising out of (directly or indirectly) or in connection with such prohibition or denial or omitting to give notice of such prohibition or denial, unless such loss, damages, expenses or loss of profit is finally judicially determined by a court of competent jurisdiction to have been caused solely and directly by fraud, gross negligence or wilful default on the part of the uSmart Group. If your account is deleted for any of the foregoing reasons, you may not re-register for an account on the uSMART SG Platform. uSmart Group may block your email address and Internet protocol address to prevent further registration.
• uSmart Group has the absolute and unfettered right to cancel, withdraw, terminate or suspend all or all part of the uSMART SG Platform for any reason whatsoever at its sole discretion without cause or notice. You agree that the uSmart Group shall not be liable in any way to you or any other third party for any loss, damages, expenses or loss of profit whatsoever suffered and/or incurred by you arising out of (directly or indirectly) or in connection with such cancellation, withdrawal, termination or suspension or omitting to give notice of such cancellation, withdrawal, termination or suspension.

4. Account & Security

• You are responsible for maintaining the security and confidentiality of your uSMART SG Platform account and password. You are also fully responsible for all activities that occur under your uSMART SG Platform account, and any other actions taken in connection with it. You agree to immediately notify us of any unauthorised access and/or use(s) of your uSMART SG Platform account or any other breaches of security.
• In addition to (or in place of) an account name and/or password, the uSMART SG Platform may enable you to use facial recognition, unique gestures or other security measures in order to log in to you uSMART SG Platform Account (collectively, “Alternative Security Measures”).

YOU ACKNOWLEDGE AND AGREE THAT SUCH ALTERNATIVE SECURITY MEASURES ARE MADE AVAILABLE BY A THIRD PARTY (WHICH MAY INCLUDE A MOBILE DEVICE MANUFACTURER OR OPERATING SYSTEM PROVIDER) AND NOT BY US. YOU THEREFORE AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY FAILURE OF SUCH ALTERNATIVE SECURITY MEASURES OR ANY UNAUTHORISED ACCESS TO YOUR ACCOUNT THAT RESULTS FROM ANY SUCH FAILURE. SUCH ALTERNATIVE SECURITY MEASURES CONSTITUTE THIRD PARTY MATERIALS AND YOU ARE SOLELEY RESPONSIBLE FOR MAINTAINING THE SECUIRTY OF YOUR USMART SG PLATFORM ACCOUNT AND ANY DEVICE ON WHICH YOU ACCESS YOUR USMART SG PLATFORM ACCOUNT.

5. Materials and Information

• The uSMART SG Platform may contain material, information, financial market data, quotes, charts, statistics, exchange rates, news, research, analysis and other information (“Information”) and the Information or any part thereof maybe provided by third parties which includes but is not limited to news agencies, business information sources, press releases and/or other sources.
• The Information is provided on "as is" and "as available" basis. uSmart Group shall not bear any responsibility for verifying the accuracy, timeliness, completeness and reliability of all or any part of the Information.
• The Information is provided for information and reference only and should not be used as a basis for making decisions. You are recommended to consult primary, or more accurate, or more up-to-date sources of Information or seek independent professional advice in making decisions, if necessary.
• The Information should not be construed as an offer or solicitation to buy or sell any products or services in any country to any person to whom it is unlawful to make such an offer or solicitation or where the local laws or regulations do not permit the use of such products or services.
• uSmart Group has sole and absolute discretion to amend, modify, change or remove the Information or any part thereof, or alter the presentation, substance, or functionality of the USMART SG Platform from time to time without prior notice.
• This Clause 5 will survive the termination of this Agreement.

6. Third Party Materials

• uSMART SG Platform may contain information, products, services and other materials made available by third parties (“3P Materials”) including, without limitation, any information, content, service or software made available via links to third party sites.
• By accessing any 3P Materials, you are directing us to access, route and transmit the 3P Materials to you.
• We do not prepare, edit or prepare any 3P Materials and we do not control or guarantee, and are not responsible for any 3P Materials. Therefore, we are not responsible for the accuracy, timeliness, completeness, reliability, integrity, quality, usefulness or safety of 3P Materials or any intellectual property rights contained therein.
• Nothing in this Agreement shall be considered a representation or warranty by the uSmart Group with respect to any 3P Materials.
• We have no obligation to monitor any 3P Materials, and we may block or disable access to any 3P Materials through the uSMART SG Platform at any time. The availability of any 3P Material through the uSMART SG Platform does not imply our endorsement of, or our affiliation with, any provider of such 3P Materials, nor does such availability create any legal relationship between you and any such provider.
• Your use of 3P Materials is at your own risk and is subject to any additional terms, conditions and/or policies applicable to such 3P Materials (e.g., terms of service and privacy policies of any such third party service providers).
• This Clause 6 will survive the termination of this Agreement.

7. Disclaimer

• USPL and uSmart Group do not make any advice, offer, recommendation, arrangement, representation or warranties of any kind, express or implied, including, without limitation, any warranties on merchantability or fitness for any particular purpose or the use or exercise of reasonable care and skill in providing or delivering any services on or through the uSMART SG Platform or the timeliness of services offered or provided on the uSMART SG Platform. You are responsible for ensuring that your use of the uSMART SG Platform complies with all applicable legal requirements.
• Nothing in the uSMART SG Platform should be used as a basis for making any specific or other investment or decisions and you shall exercise and rely solely on your own skills and judgment. Investment involves risk of loss as the price and income of the investment may move up and down and the investment may become valueless. There is an inherent risk that losses may be incurred rather than profit made as a result of the investment. Before making any investment or decision, you are recommended to consult your own independent professional advisors.
• uSmart Group shall not be liable to you or any other person for any loss or damage arising directly or indirectly (including consequential or incidental, special or punitive damages) from your use or access of the uSMART SG Platform and the Information or any part thereof in any event, including any loss, damages or expenses arising from, but not limited to, any defect, error, imperfection, fault, mistake or inaccuracy with the uSMART SG Platform or the Information, or due to any unavailability of the uSMART SG Platform or any part thereof or your access of the uSMART SG Platform or the services provided.
• uSmart Group does not warrant and assume any responsibility that: -
• the Information is accurate, adequate, current or reliable, or may be used for any purpose other than for information and reference;
• the Information on the uSMART SG Platform is free of any defect, error, omission, virus or anything which may change, erase, add to or damage your software, data or equipment;
• messages sent through the internet will be free from interception, corruption or loss;
• access to the uSMART SG Platform will be available or be uninterrupted; or
• defects in the uSMART SG Platform will be corrected.
• You acknowledge that the uSmart Group has an absolute obligation to discontinue the provision of relevant market data, market information or securities price quotation in response to immediate requests or any reasons raised from Singapore Exchange Securities Trading Limited, Singapore Exchange Derivatives Trading Limited, , any other exchanges providing market data or any other market data providers. In such a case, uSmart Group will not be liable under any circumstances for the consequences of suspension of provision of such market data, market information or securities price quotation.
• uSmart Group does not assume any warranty for the services you use or the software or materials downloaded from other websites in connection with the uSMART SG Platform. Before using such services or downloading any such software or materials, you should exercise your own discretion and judge the suitability, validity, correctness and completeness and the services, software and/or materials (as applicable) and also determine whether in using such services, software and/or materials, whether you are infringing any third party rights, so that you avoid incurring losses from the use of such services, software and/or materials (e.g., causing damage to your computer system or loss of stored data on your devices) USPL and the uSmart Group shall not be liable for any such damages in such an event.
• In no event shall uSmart Group, its affiliated and associated companies, their respective employees, directors, agents be liable to you or anyone else for any loss or any direct, indirect, special, exemplary, consequential damages, or any damages whatsoever including but not limited to loss of data, profits or revenue, use, whether in tort or contract or otherwise, arising out of or in connection with your access, use of, or your inability to access or use uSMART and/or the services provided via uSMART.
• This Clause 7 will survive the termination of this Agreement.

8. Intellectual Property Rights

• All intellectual property rights subsisting in respect of the Information and the uSMART SG Platform, including but not limited to text, graphics, logos, tradmarks and software belong to USPL and/or the uSmart Group or third parties. All rights under applicable laws are hereby reserved. Except with our express permission, you are not allowed to upload, post, publish, reproduce, transmit, distribute or modify in any way any component of the uSMART SG Pltform or create derivative works with respect thereto, as the uSMART SG Platform is protected by applicable intellectual property laws.
• In relation to any ideas, concepts, know-how, proposals, suggestions, comments and other communications and information provided by you to USPL and/or uSmart Group in connection with the uSMART SG Platform (each, a “User Submission”), you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sub-licensable (through multiple tiers) licence, without consideration to you or any third party, of the copyright and intellectual property rights in such User Submissions for any purpose it deems fit including, without limitation, the reproduction, copying, modification, adoption, use, transmission, distribution and publication thereof. You hereby waive and agree to waive all and any rights and claims for any consideration, fees, charges and/or other payments in relation to such reproduction, copying, modification, adoption, use, transmission, distribution and/or publication by USPL and/or the uSmart Group of any User Submission(s).
• In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the uSMART SG Platform or otherwise, such Feedback will be considered a User Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place USPL and/or the uSmart Group under any fiduciary or other obligation.
• You represent and warrant to us that you have all rights necessary to grant the licenses as described under this Clause 8, and that your User Submissions, and your provision thereof, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each User Submission that you may have under any applicable law.
• For the avoidance of doubt, you will retain ownership of your own User Submissions.
• This Clause 8 will survive the termination of this Agreement.

9. Licence to use the uSMART SG Platform

The uSMART SG Platform is licensed (not sold) to end users. Subject to your compliance with this Agreement, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the uSMART SG Platform on a computer and/or mobile device that you own or control, only for your personal, non-commercial use. If you do not comply with this Agreement, you must immediately stop using the uSMART SG Platform and uninstall it from your computer and/or mobile device. The uSMART SG Platform, including all services provided in connection therewith, is provided exclusively for personal and non-commercial access and use. No part of the uSMART SG Platform (including all services provided in connection therewith) may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including by “mirroring”) to any other computer, server, web site or other medium for publication, distribution or making available, or for any commercial enterprise, without our express prior written consent.

10. Monitoring

We may (but have no obligation to) monitor, evaluate, alter or remove any User Submission before or after it appears on the uSMART SG Platform, or analyse your use of the uSMART SG Platform. Subject to our Privacy Policy, we may disclose information regarding your use of the uSMART SG Platform, and the circumstances surrounding such use, to anyone for any reason or purpose in accordance with our Privacy Policy.

11. Exclusion of Liability & Indemnity

• Exclusion of liability: Without prejudice to the generality of the other clauses in this Agreement and in addition to the same, USPL and its Affiliates, directors, officers, employees, agents, suppliers or licensors shall not be liable to you or any third party for any actions, losses, damages, demands, liability, claims, costs, charges or other expenses whatsoever and howsoever caused or arising from the following (including but not limited to any act, default or omission of USPL and/or its Affiliates, directors, officers, employees, agents, suppliers or licensors):
• the reliance or use of the information or trading and other services provided through the uSMART SG Platform;
• any interruption, interference, delay, suspension, malfunction, breakdown, operator error, bugs, virus or loss of use of any of the services provided through the uSMART SG Platform;
• anyfailure of any computer hardware, application software or other software utilised in relation to the provision of the services on the uSMART SG Platform whether of USPL or of any exchange;
• anycause over which USPL does not have any reasonable control including but not limited to any governmental restrictions, exchange rulings, suspension of trading, war, acts of terrorism, strikes, industrial actions, civil commotions, the failure of any electronic or mechanical equipment, telephone or other communication systems lines or devices, public utility systems, unauthorised access or theft (including but not limited to theft of passwords, codes and/or log-in sequences);
• anydirect, indirect, consequential or incidental loss or damage of whatsoever nature and howsoever arising from or in connection with any delay, failure, neglect or omission to carry out or execute any orders or instructions given by you through the uSMART SG Platform; or
• anyinaccuracy, error, delay in or omission of any information or transmission or delivery of information. 
• Indemnity:You agree to indemnify and hold uSmart Group, its employees, agents, officers, directors, agents, contractors, suppliers and other representatives harmless from and against all liabilities, damages, claims, actions, costs and expenses, including reasonable attorneys’ fees incurred in connection with or arising from:
• breach or non-observance of any of the terms and conditions herein by yourself or any other person or entity where such person or entity was able to access and/or use the uSMART SG Platform by using your account and/or password; or
• access to and/or use of the uSMART SG Platform by yourself or any other person or entity’s access to and/or use of the uSMART SG Platform where such person or entity was able to access the uSMART SG Platform using your account and/or password.
• Both USPL and you agree that no action, regardless of form, arising out of or in connection with the uSMART SG Platform or this Agreement may be brought by you against us more than one (1) year after the cause of action has accrued.
• This Clause 11 will survive termination and/or expiry of this Agreement.

12. Risk Disclosures

• Cybersecurity Risk: We have taken various effective measures to protect the security of account information of our users. Notwithstanding the above, despite the various security measures that we have undertaken to protect the security of our users’ account information, your use of the uSMART SG Platform account is subject to and limited by the following risks:
• interruption or delay of instructions and data error(s) arising from causes such as data transmission over the Internet and mobile telecommunication networks;
• information stored in mobile device(s) including account and password is known to others due to the loss of the mobile device(s) phones and/or improper safekeeping of password;
• errors or delays in market information caused by factors such as malicious attacks on mobile telecommunication networks or Internet, or failures of network server;
• mobile devices and software systems are illegally attacked or infected by viruses, affecting market information and transmission of instructions;
• the mobile device configuration, performance or software system does not match the required system configuration, leading to unavailability;
• failure or error in market information inquiries due to improper or inexperienced operations of mobile phones or uSMART;
• other failures of communication network not caused by uSMART leading to failures of market information inquiries.

The list of risks as disclosed is not exhaustive and your use of your uSMART SG Platform account may be subject to other cybersecurity risks. In view of the above risks, you should learn to protect yourself, acquire knowledge about appropriate computer and mobile device operations and safety precaution. Upon discovering any irregularities in your uSMART SG Platform account, network or electronic equipment, please contact us, or your network or electronic equipment suppliers (as appropriate) and deal with the irregulatities as soon as possible.

13. Privacy Policy

It is our policy and priority to safeguard any information provided by our users, and we respect your right to privacy. We understand the importance you place on the privacy and security of information that personally identifies you or your account information ("personal data"). Please refer to our Privacy Policy which can be accessed at this link here <insert link to Privacy Policy> to find out more about how we use and protect your personal data.

14. Legal Use

You undertake not to use uSMART for any illegal purpose or in any illegal way, and undertake to comply with the relevant laws of the Hong Kong Special Administrative Region and all international practices regarding the use of Internet. If you are a user outside the Hong Kong Special Administrative Region, you agree to abide by the laws of your country or region. You agree and assure not utilizing services provided by uSMART, provided by uSmart Group, to engage in any behaviours which infringe the rights or interests of others or are illegal.

15. Market Data

The market data information (the “Market Data”) is provided by NASDAQ OMX GROUP, INC., NEW YORK STOCK EXCHANGE, HONG KONG EXCHANGES AND CLEARING LIMITED, SINGAPORE EXCHANGE SECURITIES TRADING LIMITED, SINGAPORE EXCHANGE DERIVATIVES TRADING LIMITED AND ANY OTHER THIRD PARTY (collectively, the “Market Data Providers”). In relation to the usage of the Market Data, you acknowledge and agree to the following:

• Provision of Market Data
• Market Data provided on the uSMART SG Platform is for your exclusive personal use, within the scope of the activities authorised under this Agreement and not for any illegal purpose. You shall take all reasonable measures to avoid Market Data that you receive from being used for unauthorised or illegal purposes and take all precautions to pevent your uSMART SG Platform account form being hacked.
• You are expressly prohibited from redistributing or otherwise disseminating any Market Data (or any part thereof) in any manner or format whatsoever, to any individual or legal entity whatsoever, either for free or for valuable consideration, without the prior written consent of the applicable Market Data Providers, its holding companies and/or any subsidiaries of such holding companies.
• You unconditionally agree that you shall accept the specific conditions imposed by the Market Data Providers, as may be specified from time to time by such Market Data Providers.
• You acknowledge that the Market Data Providers are and shall remain the owner of all the property rights over the Market Data provided by the Market Data Providers.
• You are responsible and shall indemnify us and the relevant Market Data Provider(s) for all the consequences of any unauthorised use of the Market Data.
• You acknowledge that since the Market Data relates to financial information, USPL and/or the Market Data Providers reserve the right to modify the structure of the Market Data provided in the event that they are required to do so by legislation or that any regulations governing them are amended.
• In addition to Clause 7.5 above, you acknowledge that we are under an absolute obligation to modify or stop providing the Market Data on first demand from the Market Data Providers to do so, and for whatever reason. Should this happen, USPL and/or the uSmart Group shall in no case be held liable for the consequences of this modification, interruption or termination in the provision of Market Data.
• Neither USPL (or the uSmart Group) nor any Market Data Provider shall be directly or indirectly liable for any damage whatsoever resulting directly or indirectly from the content, reliability, integrity, comprehensiveness, accuracy or quality of the Market Data. USPL and the uSmart Group shall not be directly or indirectly liable for any damages whatsoever, including consequential loss, special, indirect or punitive damages, resulting from or arising out of an interruption or of the transmission of the Market Data.
• You agree to pay Market Data fees as stipulated by USPL and/or the uSmart Group from time to time.
• Market Data Providers’ Disclaimer

In relation to the Market Data supplied by the Market Data Providers, you acknowledge and agree that:

• The NASDAQ OMX Group, Inc., its subsidiaries, its holding company and/or any subsidiaries of its holding company endeavour to ensure the accuracy and reliability of the information provided but do not guarantee its accuracy or reliability and accept no liability for any loss or damage arising from any inaccuracies or omissions.
• The New York Stock Exchange or the American Stock Exchange, and/or its operator(s) endeavour to ensure the accuracy and reliability of the information provided but do not guarantee its accuracy or reliability and accept no liability for any loss or damage arising from any inaccuracies or omissions.
• Singapore Exchange Securities Trading Limited, its subsidiaries, its holding company and/or any subsidiaries of its holding company endeavour to ensure the accuracy and reliability of the information provided but do not guarantee its accuracy or reliability and accept no liability for any loss or damage arising from any inaccuracies or omissions.
• Singapore Exchange Derivatives Trading Limited, its subsidiaries, its holding company and/or any subsidiaries of its holding company endeavour to ensure the accuracy and reliability of the information provided but do not guarantee its accuracy or reliability and accept no liability for any loss or damage arising from any inaccuracies or omissions.
• Hong Kong Exchanges and Clearing Limited, its subsidiaries, its holding company and/or any subsidiaries of its holding company endeavour to ensure the accuracy and reliability of the information provided but do not guarantee its accuracy or reliability and accept no liability for any loss or damage arising from any inaccuracies or omissions.
• Market Data Providers, its subsidiaries, its holding company and/or any subsidiaries of its holding company endeavour to ensure the accuracy and reliability of the information provided but do not guarantee its accuracy or reliability and accept no liability for any loss or damage arising from any inaccuracies or omissions.
• USPL Disclaimer: In relation to the Market Data provided on the uSMART SG Platform, you acknowledge and agree that USPL and the uSmart Group endeavour to ensure the accuracy and reliability of the information provided but do not guarantee its accuracy or reliability and accept no liability for any loss or damage arising from any inaccuracies or omissions.

16. Termination

• This Agreement will continue until terminated. USPL and/or the uSmart Group may terminate or suspend this Agreement and, as stated in Clause 3.1 above, your use of the uSMART SG Platform at any time and without prior notice, with or without cause and effective immediately. Immediately upon any such termination or suspension pursuant to Clause 3.1 of this Agreement, your right to use the uSMART SG Platform will end, and we may deactivate or delete your account name, password and uSMART SG Platform account, and all associated materials, without any obligation to provide further access to those materials.
• This Agreement will terminate immediately without notice from USPL and/or uSmart Group if you, in USPL’s or uSmart Group’s sole discretion, fail to comply with any provision of this Agreement. USPL and uSmart Group shall not be liable to you or any third party for the termination or suspension of this Agreement or your use of the uSMART SG Platform, or any claims related to such termination or suspension.

17. Other Terms

• Third Party Rights: Other than USPL and its Affiliates (i.e, the uSmart Group), and their respective successors, assigns, directors, agents and employees, (“uSmart’s Third Parties”), a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce or enjoy the benefit of any term of this Agreement. Notwithstanding any terms of this Agreement, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of this Agreement.
• Severability:
• In the event any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement, and this Agreement shall be interpreted and construed as if such term or provision, to the extent which it is invalid, illegal or unenforceable, had never been contained in this Agreement. If necessary, the parties shall agree to make any necessary adjustment, amendment and/or replacement of the provisions found to be invalid, illegal or unenforceable with valid provisions that as closely as possible reflect the parties' original intention.
• The illegality, invalidity or unenforceability of any provision of the terms and conditions herein under the law of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision.
• Joint and Several Liability: Where a uSMART SG Platform account is used by more than one (1) person (e.g., joint account), the liability of each of the persons of such account shall be joint and several and references to the user of such a uSMART SG Platform Account shall be construed, as the context requires, to any or each of the persons. uSmart Group shall be entitled to deal separately with any of the persons including the discharge of any liabilities to any extent without affecting the liability of the others.
• Waiver: No waiver by any party of any breach of the terms and conditions of this Agreement shall be deemed to be a waiver of any subsequent or other breach of that or any other provision and no failure to exercise or delay in exercising any right or remedy under this Agreement will constitute a waiver of the relevant provision or provisions of this Agreement. No single or partial exercise of any rightor remedy under this Agreement will prejudice or restrict the further exercise of any such right or remedy. The rights and remedies of a party provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law
• Access to Information:If the user fails to comply with the terms and conditions herein in relation to the transmission of market data, market information or securities quotations, USPL and/or uSmart Group will automatically terminate and cut off the transmission of market data, market information or securities quotations at any time, and will not be liable to any legal responsibilities and / or provide any compensation to the user.
• Assignment: You may not assign, transfer or sublicense any of your rights or obligations under this Agreement. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction.
• Contacting Us: If you would like to contact us to understand more about this Agreement, the uSMART SG Platform or any matter relating to this Agreement and/or the uSMART SG Platform, you may reach us via email at: < support@usmartsg.com>.
• This Clause 17 will survive the termination of this Agreement.

18. Rules of Conduct

• In connection with the uSMART SG Platform, you must not:
• post, transmit or otherwise make available in connection with the uSMART SG Platform any materials that are or may be: (i) threatening, harassing, degrading, hateful or intimidating, or otherwise failing to respect the rights and dignity of others; (ii) defamatory, libellous, fraudulent or otherwise tortious; (iii) obscene, indecent, pornographic or otherwise objectionable; (iv) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner; or (v) a virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code that is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment;
• use the uSMART SG Platform for any purpose that is commercial, or fraudulent or otherwise unlawful;
• harvest or collect information about users of the uSMART SG Platform; restrict or inhibit any other person from using the uSMART SG Platform; disrupt the operation of the uSMART SG Platform or the servers or networks used to make the uSMART SG Platform available, including by hacking or defacing any portion of the uSMART SG Platform; or violate any requirement, procedure or policy of any such server or network;
• reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of the uSMART SG Platform, except as expressly authorised herein.
• reverse engineer, decompile or disassemble any portion of the uSMART SG Platform, except where such restriction is expressly prohibited by applicable law;
• remove any copyright, trademark or other proprietary rights notice;
• frame or mirror any portion of the uSMART SG Platform, or otherwise incorporate any portion of the App into any product or service; or
• systematically download and store uSMART SG Platform content, or use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather uSMART SG Platform content, or reproduce or circumvent the navigational structure or presentation of the uSMART SG Platform.
• You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the uSMART SG Platform.
• This Cause 18 will survive the termination of this Agreement.

19. Governing Law and Jurisdiction

The terms and conditions herein shall be governed by the laws of the Singapore and you agree to submit to the non-exclusive jurisdiction of the Singapore courts. This Clause 19 will survive the termination of this Agreement.

20. Others

The English version and the Chinese version of the terms and conditions Agreement are of the same legal effect. However, in the event of any inconsistency between the English version and the Chinese version, the English version shall prevail. This Clause 20 will survive the termination of this Agreement.