NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING AND/OR OTHERWISE USING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND UNCONDITIONALLY TO THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN PLEASE EXIT THIS PAGE AND DO NOT DOWNLOAD, INSTALL OR USE THE PRODUCT IN ANY WAY.
ACRA: Accounting and Corporate Regulatory Authority, a statutory board established under the Accounting and Corporate Regulatory Act (Cap. 2A) of the Republic of Singapore.
API: Application programming interface that is provided by ACRA.
BizFinx Preparation Tool: Means an application which allows companies to prepare their XBRL financial statements in accordance with the revised XBRL filing requirements and new ACRA taxonomy, and to upload their XBRL financial statements to BizFinx server through the API.
BizFinx Multi Upload Tool: Means an application which allows companies to upload their XBRL financial statements to BizFinx server through the API.
Intellectual Property Rights: Includes all patent rights, copyright, trade secrets, trade mark rights including service marks and trade names and applications, if any, made for these rights throughout the world.
Product: Means (a) the BizFinx Preparation Tool software and/or BizFinx Multi Upload Tool software that the Sub-Licensee has selected for download, installation or use; and (b) any updates, upgrades, error corrections or additions to the BizFinx Preparation Tool software and/or BizFinx Multi Upload Tool software, and any user manuals, programme guides and other documentation or related materials (if any) that may be provided at any time to the extent not provided under separate terms.
Sub-Licensee: Means the person and/or entity downloading, installing or otherwise using the Product.
XBRL: Means eXtensible Business Reporting Language.
TERMS AND CONDITIONS OF USE
a. In the interpretation of this agreement, the words and expressions shall have the following meanings, unless the context otherwise requires:
b. Words importing the masculine gender also include the feminine gender whereas the words importing singular number shall also include the plural and vice-versa.
c. "Person" includes any individual, company, limited liability partnership, partnership, trust, or unincorporated association (whether or not having separate legal personality) and a company shall include any company, corporation or any body corporate wherever incorporated.
2. GRANT OF SUB-LICENSE
a. Subject to the terms set out in this agreement, ACRA hereby grants to the Sub-Licensee a non-exclusive, non-transferrable, non-assignable and revocable sub-license to download, install and use the Product to enable the Sub-Licensee to prepare its annual financial statements in accordance with XBRL specifications, and to upload its XBRL financial statements to BizFinx server through the API.
b. The Sub-Licensee shall not grant a further license for the Product for any purpose whatsoever.
3. CONDITIONS OF GRANT
The sub-license granted hereunder is subject to the following conditions:
a. The Sub-Licensee may use the Product in executable format only for its own internal business use to enable the Sub-Licensee to prepare its annual financial statements in accordance with XBRL specifications, as well as to upload its XBRL financial statements to BizFinx server through the API.
b. The Sub-Licensee shall not modify, alter, adapt, translate or create derivative works or software from the Product or cause the Product to be merged with other software.
c. The Sub-Licensee shall not copy or use the Product or documentation in any manner that is not expressly authorized by this agreement.
d. The Sub-Licensee shall not decompile, reverse engineer, disassemble or otherwise attempt to derive or decrypt the source code or any underlying algorithms, user interface techniques or other ideas or embodied in the Product, or any part thereof.
e. The Sub-Licensee shall not republish, upload, post, transmit or distribute any copy of the Product or documentation or any part thereof on any website without ACRA’s prior permission.
f. The Sub-Licensee shall not use the Product to create a competitive or similar software as the Product.
g. The Sub-Licensee may make copies of the Product in executable code form as necessary for use by the Sub-Licensee for back up or archival purposes.
4. TERMS AND CONDITIONS OF USE OF API
The Sub-Licensee acknowledges and agrees that its use of the API and/or the API datasets in connection with the Product is subject to the latest terms and conditions of the ACRA API Mall service, which it may access and review at: https://www.apimall.acra.gov.sg/#/term-condition.
The Sub-Licensee acknowledges and agrees that it has no ownership or interest in and is not acquiring and will not acquire any ownership or interest in the Product or any copy and/or copies of the Product and any translations, compilations, derivative works, partial copies, modifications as a result of this sub-license or any use permitted in this agreement. The Sub-Licensee agrees that ACRA’s licensor shall retain ownership of the Product and all related Intellectual Property Rights to the Product, including any rights, title and interest in all copies, translations, compilations, derivative works, partial copies, modifications. All rights not expressly granted under this agreement are retained by ACRA and/or its licensor.
The sub-license granted hereunder shall continue unless terminated pursuant to Clause 7 of this agreement.
a. This agreement is effective upon the Sub-Licensee’s download, installation and/or use of the Product, and shall continue unless earlier terminated as provided herein.
b. ACRA may terminate this agreement at any time (i) by such means as may be determined by ACRA in its sole discretion; or (ii) if the Sub-Licensee has breached any of the terms and conditions of this agreement.
c. Upon termination of this agreement, all rights and permission acquired under this agreement shall automatically cease and the Sub-Licensee shall not be permitted to use the Product and any copies, translations, compilations, derivative works, partial copies, or modifications made thereof. The Sub-Licensee undertakes to delete, remove or otherwise destroy the original and all copies of the Products and any other materials related to the Product (including but not limited to any translations, compilations, derivative works, partial copies, modifications made thereof). Clauses 5, 9 and 10 of this agreement shall survive any termination.
8. MAINTENANCE SUPPORT NOT INCLUDED
ACRA shall not be obliged to provide any support, training or maintenance of any kind for the Product to the Sub-Licensee.
9. WARRANTY DISCLAIMER
THE PRODUCT AND ANY DOCUMENTATION ARE PROVIDED TO THE SUB-LICENSEE ON AN ‘AS IS’ BASIS. ACRA PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE PRODUCT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY AND PERFORMANCE OF THE PRODUCT IS WITH SUB-LICENSEE. ACRA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET SUB-LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY DEFECT/ERROR WILL BE CORRECTED OR THAT THE PRODUCT WILL BE COMPATIBLE WITH OTHER THIRD PARTY SOFTWARE OR OTHER THIRD PARTY SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ACRA OR ITS DULY AUTHORISED REPRESENTATIVE SHALL CREATE A WARRANTY AND THE SUB-LICENSEE SHALL NOT BE ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL ACRA BE LIABLE TO THE SUB-LICENSEE OR ANY THIRD PARTY (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS WHATSOEVER (INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR OR LOSS FROM DATA USE OR LOSS OF DATA, CORRUPTION OF DATA, DAMAGE TO SYSTEMS OR SOFTWARE, INTERRUPTION OF BUSINESS, LOSS OF PROFITS, REVENUE, GOODWILL OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES INCURRED BY THE SUB-LICENSEE OR ANY THIRD PARTY) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PRODUCT OR ANY THIRD PARTY SOFTWARE OR SERVICES USED IN CONJUNCTION WITH THE PRODUCT.
ACRA reserves the right to change, suspend, remove, or disable access to any Product at any time without any prior notice. ACRA shall under no circumstances be liable for any such change, suspension, removal, or disabling of access to the Product.
All notices to the Sub-Licensee in connection with this agreement shall be in writing and may be given by electronic mail or in such form as may be determined by ACRA to the address of the Sub-Licensee registered with ACRA.
The Sub-Licensee shall not assign or otherwise transfer any of its rights or obligations under this agreement to any third party without the prior written consent of ACRA.
If any provision of this agreement is determined to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification as is necessary so that the provision is legal, valid and enforceable.
14. GOVERNING LAW & JURISDICTION
This agreement shall be governed by the laws of Singapore. The parties agree to submit to the exclusive jurisdiction of the Singapore courts.
15. ENTIRE AGREEMENT
This agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and supersedes any prior agreements, discussions and understandings, express or implied, written or oral, in relation to the matters dealt with in this agreement.