Terms and Conditions ​

Effective on 25 May, 2018

These Terms of Service (“Terms”) govern your use of the websites, mobile applications and services (collectively, the “Services”) provided by Micepad (as defined below).

By accessing the websites or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the website and/or the Service.

1. General

By downloading, browsing, accessing or using the Services in any manner, you agree to be bound by these Terms of Service. We reserve the right to amend these terms and conditions at any time. If you disagree with any of these Terms of Service, you must immediately discontinue your access and your use of the services offered on the Mobile Application. Continued use of the Mobile Application will constitute acceptance of these Terms and Conditions of Use, as may be. Micepad reserves the right to change or modify these Terms at any time. You will be deemed to have agreed to the amended Terms by your continued use of the Services following the date on which the amended Terms are posted here.

2. Use of the Services

Subject to your compliance with these Terms, Micepad grants you a limited, non-exclusive, revocable (with or without cause), non-transferable right and license to use the Services.

You shall use the Services in accordance with these Terms and shall not:

You agree to use the Services only for purposes that are permitted by (a) the Terms, (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions and shall not:

• Engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
• Reproduce, duplicate, copy, sell, trade or resell the Services for any purpose unless you have been specifically permitted to do so in a separate agreement with Micepad
• Impersonate any real or fictional person or entity or perform any fraudulent activity.

3. Account

You would need to have an account with Micepad (“Account”) in order to use some parts of the Services. When you create an Account, you represent and warrant that:

• If you are individual, you are at least 18 years of age.
• If you are representing a company, organisation or any other legal entity (“Entity”), you have authority to bind the Entity to these Terms.
• You are capable of entering into and performing legally binding contracts under applicable law.
• All information which you provide is accurate, up to date, truthful and complete.

If you are under 18 years of age, you may only use the Services with the consent of and under the supervision of your parent or legal guardian who shall be responsible for all your activities.

You are responsible for maintaining the security of your Account and password. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

4. Content & Distribution

Your Content:

• You alone are responsible for all data, information, or material created in or uploaded to the Service (“Content”) and activity that occurs under your Account (even when Content is posted by others who have access to your Account). By posting or publishing User Content, you affirm, represent, and warrant that: (i) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Micepad and other Micepad Users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by Micepad, the Services, and these Terms; and (ii) Your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (B) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person or organization; or (C) cause Micepad to violate any law or regulation.
• We claim no intellectual property rights over your Content. Your profile and materials uploaded by you remain yours
• You represent that the Content that you provide to Micepad hereunder shall not contain any material (a) protected by copyright, trademark, trade secret, patent or any other intellectual property right without authorization, or (b) that is defamatory, trade libelous, unlawfully threatening or harassing, pornographic, obscene or harmful to minors, or (c) that violates any law or regulation, including without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising.
• We reserve the right to refuse to remove any content that breaches any of the representations and warranties and covenants set forth above, and you agree to indemnify and hold Micepad and its subsidiaries, affiliates, officers, employees, suppliers, service providers and Partner Companies harmless for any claims, losses, liabilities and expenses arising out of or relating to any breach of this section.
• You must not (i) upload, post, host, or transmit unsolicited email, SMSs, or ‘spam’ messages or (ii) transmit any worms or viruses or any code of a destructive nature.

Our Content:

• You acknowledge and agree that the Services and all copyright, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Micepad. Furthermore, you acknowledge and agree that the source and object code of the Services and the format, directories, queries, algorithms, structure and organization of the Services are the intellectual property and proprietary and confidential information of Micepad. You are not granted any intellectual property rights in and to the Services not expressly granted in these Terms and such rights are hereby reserved and retained by Micepad.
• You agree not to create a derivative work of, reproduce, duplicate, copy, (except to the extent permitted by law notwithstanding any contractual prohibition) reverse engineer, reverse assembly, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Micepad. Any rights not expressly granted herein are reserved.
• You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, or any other Micepad service.
• Nothing in these Terms of Service, the Site, the Micepad App or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Micepad’s logos or trademarks displayed on the Site, without our prior written permission in each instance. All goodwill generated from the use of Micepad trademarks will inure to our exclusive benefit.

5. Privacy (Data Use, Collection & Distribution)

Please review the Privacy Policy to understand how Micepad collects, uses and discloses information collected and received from you.

6. Publicity

You grant us the right to add your name and company logo to our customer list and website.

7. Suspension and Termination

• Micepad reserves the right to, at its sole discretion, and without liability:Suspend or terminate your Account and/or your access to the Services at any time, for any reason, and without advance notice.
• Change, modify, suspend or discontinue, whether temporarily or permanently, the whole or any part of the Services at any time, for any reason, and without advance notice.
• You acknowledge and agree that if you deactivate your Account or if we suspend or terminate your Account, you will lose any information associated with your Account, including Content.It is your responsibility to backup the Content which you upload to the Services.
• Upon termination, all licenses and rights granted to you in these Terms will immediately cease.

8. Retrieval of Customer Data

For our Full-Service Subscriptions, as long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. If we provide you with temporary access to the account, we may charge a re-activation fee. We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.

For our Limited Service and Free Subscriptions, we will not provide you with any access to Customer Data after termination or expiration of your subscription.

9. Disclaimer of Warranties

You acknowledge that the software provided may contain bugs and errors. The software provided to you "as is" and any use of the software is at your own risk.

To the extent legally permitted under the applicable law, Micepad disclaims all warranties, whether express, implied or statutory, including without limitation, any implied warranties of title, non-infringement of third party rights, merchantability or fitness for a particular purpose. Some jurisdictions do not allow the exclusion of implied warranties, so the above limitations may not apply to you.

10. Limitation of liabilities

You agree that to the extent legally permitted under the applicable law, Micepad shall not be responsible for any loss or damage to you, your customers or third parties caused by failure of the software to function. In no event will Micepad be liable for any special, consequential, exemplary, incidental, or indirect damages (including, without limitation, those resulting from lost profits, cost of substitute goods, lost data or business interruption) in connection with the use of the software or in connection with any other claim arising from this agreement, even if Micepad has been advised of the possibility of such damages. The aggregate liability of Micepad arising from or relating to this agreement and the software, regardless of the form of action or claim (e.g., contract, warranty, tort, strict liability, negligence, fraud or other legal theory) is limited to the amounts paid by you to Micepad during the six month period preceding the event giving rise to liability. Nothing in this agreement shall limit or exclude Micepad’s liability for gross negligence or intentional misconduct of Micepad or its agents or employees, or for death or personal injury. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

11. Indemnity

You will indemnify and hold harmless Micepad, its subsidiaries, affiliates, partners, suppliers, licensors, shareholders, officers, employees, independent contractors and agents and all successors and/or assigns from and against any and all actions, claims, proceedings, damages, losses, costs and expenses resulting from: (a) your use of the Services; (b) your Content; (c) any use of your Account; (d) your breach of these Terms; (e) your breach of any statutory requirement, duty or law; or (f) your violation of any rights of another person or entity.

12. Compatibility

Micepad does not warrant that the Services will be compatible or interoperable with your device or any other piece of hardware, software, equipment or device installed on or used in connection with your device. Furthermore, you acknowledge that compatibility and interoperability problems can cause the performance of your device to diminish or fail completely, and may result in permanent damage to your device, loss of data located on your device, and corruption of the software and files located on your device. You acknowledge and agree that Micepad and its subsidiaries, affiliates, partners, suppliers and licensors shall have no liability to you for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Singapore. Both you and us agree to submit to the exclusive jurisdiction of the courts of Singapore as regards any dispute or matter arising under these Terms.

14. EU/EEA and Switzerland Data Processing

Micepad participates in and has certified its compliance with the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of Personal Data (as defined in the Micepad Data Processing Agreement) transferred from the European Economic Area and/or Switzerland, as applicable, to the U.S. For additional detail on our commitments with respect to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks, see our Privacy Policy. To the extent that Micepad processes any Personal Data as part of Customer Data that is subject to the General Data Protection Regulation (the “GDPR”), on Customer’s behalf, in the provision of the services hereunder, the terms of the Micepad Data Processing Agreement, which are hereby incorporated by reference, shall apply. For customers that are located in the European Union or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, attached to the Data Processing Agreement, with Micepad, which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our Data Processing Agreement apply. You acknowledge in all cases that Micepad acts as the data processor of Customer Data and you are the data controller of Customer Data under applicable data protection regulations in the European Union and European Economic Area. Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement. If you are subject to the GDPR you understand that if you give an integration provider access to your Micepad account, you serve as the data controller of such information and the integration provider serves as the data processor for the purposes of those data laws and regulations that apply to you. In no case are such integration providers our sub-processors.