Terms & Subscription Agreement

We always strive for the best for your users

Posted: July 08, 2016 (v1.02)

1. General Terms & Definitions

This Seedly Terms of Service and Subscription Agreement constitutes an agreement between you (Subscriber, user, or customer) and us (Seedly Pte. Ltd.), and sets forth the terms and conditions that apply to your access and use of our Seedly Service, Website and Applications.

Definitions

“Agreement” means this Seedly Terms of Service and Subscription Agreement.

Anonymous User Policy“, is our policy to not request your Personal Identification Information for the use of our Service, as set out in our Privacy

“Application”, singular or plural, refers to any of our html-based computer programs, smart phone, tablet or personal computer applications and all other software programs made available to Seedly users by us.

“Seedly” is the brand name of the Service offered by Seedly.

“Confidential Information” means all information exchanged between the Parties in connection to the Service, whether in writing, electronically or verbally, but does not include information which is, or becomes, publically available other than through unauthorized disclosure by the other Party. Confidential Information will also include information submitted to the receiving Party by a third party under instruction from, and under confidential obligation with, the disclosing Party.

“Seedly” means Seedly Pte. Ltd. incorporated in Singapore, and its group companies.

“Meta Data” means statistical collective data amongst Seedly users produced by Seedly as part of the Service.

“Party” refers individually to each of you and Seedly.

“Parties” refer to both you and Seedly collectively.

“Personal Identification Information” means your name, address, identification number, phone number, and/or other information by which you may be personally identified.

“Privacy Statement” refers to the document set out at https://about.seedly.sg/terms

“Service” means the account aggregation, portfolio visualization, analytics and reporting services made available by Seedly, under the brand name Seedly.

“Subscriber“, “user” or “customer“, capitalized or otherwise, means the person who accesses, uses or subscribes to the Service, and, if authorized and applicable, the entity on whose behalf any person accesses, uses or subscribes to the Service.

“Subscription” means the arrangement and agreement between you and us for us to provide you and the Service.

“Subscription Fee” means the monthly or annual fee (excluding any taxes and duties) and all ad-hoc fees payable by you to us in accordance with your Subscription. “Us“, capitalized or otherwise, means Seedly. “We” and “our“, capitalized or otherwise, have corresponding meanings.

“Website“, singular or plural, means http://seedly.sg, http://about.seedly.sg and/or any other website and social media pages operated by Seedly in relation to the Service.

“You” means the subscriber, user or customer. “Your“, capitalized or otherwise, has a corresponding meaning.

2. Acceptance of Terms

Your use of our Websites and/or Service is subject to our Privacy Statement which addresses how we handle and protect your data and information.

Please read this Agreement and our Privacy Statement carefully. By accessing, using and/or subscribing to our Service, Websites and/or Applications, you understand and agree to be bound by the terms and conditions of this Agreement and our Privacy Statement. If you do not agree to this Agreement or the terms of our Privacy Statement, you are not authorised to use our Service, Websites and/or Applications. By accepting this Agreement, you represent that you have the capacity to enter or, if you are acting on behalf of a company or entity, that you have the authority to bind such entity, into a legally binding contract, and you agree that this Agreement legally binds you in the same manner as a signed, written, paper contract.

3. Personal Data Protection Act (PDPA)

Seedly is complying with the PDPA as set out by the government of Singapore.

The Personal Data Protection Act 2012 (the “PDPA”) establishes a general data protection law in Singapore which governs the collection, use and disclosure of individuals’ personal data by organisations. The Personal Data Protection Commission (the “Commission”) is established under the PDPA with the key functions, amongst others, of promoting awareness of data protection in Singapore and administering and enforcing the PDPA.

4. Description of the Service

Seedly is a financial account aggregation and portfolio visualization, analytics and reporting service via a mobile application. We aggregate financial account information that you provide us, or otherwise authorize us to have access to, process the information into an aggregated portfolio and report it on a user only restricted access area on our Website and/or Applications.

5. Registration and Subscription Fee

We reserve the right to require payment of fees for certain or all of our Services. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you.

Prospective customers can register and make payment on our Website to subscribe to the Service. As detailed in our Anonymous User Policy, we do not require you to provide us your Personal Identification Information in order to use our Service and we also offer you anonymous methods of communication and Subscription Fee payment. In particular, our payment processor is Braintree, a division of PayPal, and only requires input of your credit card number, expiry date and card security code (Visa CVV2 or Masters CVC2) on their secured platform.

You authorise us to store and continue billing your Subscription Fee to your preferred method of payment, such as credit card, unless you otherwise notify us of any change to such preferred payment method.

In addition to the Subscription Fee you are responsible for payment of all taxes and all other ad-hoc fees that you may incur and we may invoice you from time to time. You can receive a copy of your invoice through the message function in the Seedly Website user area, or to your email address registered with the Service

6. Term & Termination

(a) Term

This Agreement will remain in effect until you cancel or we terminate your Subscription. At the end of each Subscription Fee billing cycle, the Subscription will automatically continue for another period of the same duration as the previous Subscription period (i.e. either monthly or annually), provided you continue to pay the Subscription Fee when due.

(b) Trial Period

When you first register for the Service we may provide you a trial period, with no obligation to continue the use of the Service. If you choose not to continue using the Service, you must notify us via the message function in the Seedly Website user area, or by email to support@seedly.sg, seven (7) days prior to expiry of your trial period. If you do not provide us with such notification you will be deemed to have accepted the Service and will be billed accordingly upon expiry of your trial period.

(c) Termination at your will

You may cancel your Subscription by sending us a request via the message function in the Seedly Website user area, or by email to support@seedly.sg. Please note that we do not offer any refund for any remaining period of your Subscription.

(d) Termination for Breach

We may forthwith suspend or terminate, at our sole discretion, your Subscription and your use of the Service, Website and/or Applications, if you:
(i) breach any of the terms of this Agreement and such breach, where rectifiable, remains unrectified for 14 days or more after the breach;
(ii) breach any of the terms of this Agreement and such breach is not capable of being remedied; or
(iii) use the Service in a manner that may expose us to legal liability, disrupt the Service and/or disrupt other users’ use of the Service.

(e) Discontinuation of Service

Notwithstanding any other provision of the Agreement, we reserve the right to suspend or discontinue the Service, either temporarily or permanently and either wholly or in part, for maintenance purposes or otherwise, without prior notice. In the event the Service is discontinued or suspended for more than fourteen (14) days, we will effect a proportionate refund of any Subscription Fee paid in advance in respect of the unutilised portion of the applicable Subscription period or otherwise apply such amount to the credit of future Subscription Fee payments, where applicable.

(f) Modification of Terms

We may revise the terms of this Agreement from time to time and the most current version will always be posted on the Website. If a revision, in our sole discretion, is material, we will notify you by e-mail or in other means of communication. Other revisions may be updated on the Website and you are responsible for checking such postings regularly. By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised terms. If you do not agree to the revised terms, you may cancel your subscription by sending us a request via the message function in the Seedly Website user area, or by email to support@seedly.sg.

(g) Revision of Subscription Fee

We reserve the right to revise the Subscription Fee from time to time. If you do not agree to the revised Subscription Fee, you may cancel your subscription by sending us a request via the message function in the Seedly Website user area, or by email to support@seedly.sg, failing which you will be deemed to have agreed to the revised Subscription Fee.

7. Your Obligations

(a) Service Access

You must:
(i) ensure that your username and password required to access the Service is kept secure and confidential at all times and agree to make every reasonable effort to prevent unauthorised third parties from accessing the Service using your username and password. In the event of any unauthorized use of your username and password or any other security breach, you must notify Seedly immediately and take all other actions necessary or as required by Seedly to maintain the security of the Service;
(ii) not attempt to undermine the security or integrity of Seedly’ computing systems or networks where the Service is hosted, or take or permit any action which may impair the functionality of the Service or the Website;
(iii) not attempt to copy, reproduce, reverse engineer or decompile any computer program, design, functionality and any other component of the Service and/or Applications, or engage in any Automated Data Collection for any purpose whatsoever without our prior express written permission;
(iv) not attempt to gain unauthorized access to any materials other than those contained in your ‘user only’ area or to which you are otherwise expressly permitted to access; and
(v) not transmit or upload into the Service and/or Website any files containing malicious computer codes or any software that may damage our computing systems or networks or any other person’s computing device or any content that may be offensive or any material or data in violation of any law; and
(vi) warrant at all times that any information or data provided by you to Seedly in connection with this Agreement is your own, is true and correct, does not infringe any rights, including intellectual property rights or confidentiality rights, of any person and that you are fully entitled to furnish such information or data to Seedly for purposes of this Agreement and, for so long as your Subscription remains in force.

(b) Usage Limitations

You may only use the Service in accordance with and within the limitations of your Subscription as set out in this clause. You must only use the Service strictly for your or, if you are using our Service for and on behalf of an organization, your organization’s own lawful purposes. You may not purport to licence, sell, lease, outsource or otherwise share or permit the use of the Service to or with any third party, whether or not such actions are undertaken for financial gain. Usage beyond this limitation will result in a suspension or cancellation of your Subscription and you may also be liable for payment of any costs, losses and/or damages that may be suffered by us as a result.

(c) No Financial Advice

You understand and agree that the reports, analyses and other content provided to you by the Service is solely for your own general information purposes and does not constitute financial advice and may not be used by you to make financial or investment decisions, which should be based on your own independent research and analysis. Seedly makes no investment recommendations and offers to subscribe to or for any investment products.

(d) Timely Payment of Subscription Fee

You are responsible to ensure the timely payment of your Subscription Fee. If you are using our credit card payment facility that allows you to make automatic recurring payment; please check the expiry date of your registered credit card from time to time to avoid any payment failures. Failure to pay the Subscription Fee will result in a suspension or cancellation of Your Subscription.

8. Ownership and Rights

(a) Your Data

(i) The financial account statements and other financial data that you provide to us or otherwise authorize us to have access to (collectively, your “Personal Financial Data”), is your property.
(ii) You grant us a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise the copyright and database rights you have in your Personal Financial Data. You agree to allow us to store or re-format your Personal Financial Data in any way we choose. We will only use your Personal Financial Data in accordance with our Privacy Policy.
(iii) You acknowledge that, for your privacy, security and other operational reasons, your data in the original form received by us may be deleted without being backed-up by us after such data has been processed for purposes of the Service.
(iv) If you decide to stop the Service and cancel your Subscription, we will delete your Personal Financial Data, both in its original form (if it has not been deleted yet) and in its processed form as it appears in your Seedly user area, from the Service, within a reasonable time. Kindly note that (a) there may be some latency in removing this information from our servers and back-up storage; and (b) we may retain your data and information, and in certain cases, may disclose the same to third parties if necessary to comply with applicable laws and legal obligations, resolving disputes, enforcing this Agreements and protect our intellectual property rights.

(b) Seedly’ Intellectual Property

(i) The technology and contents of the Service, including, but not limited to, the “look and feel” (such as text, graphics, images, illustrations, logos, button icons) of our Websites, Applications and all other material, Meta Data, photographs, videos, tutorials, editorial content, notices, software and other content, are the property of Seedly (and/or its licensors), which is protected by copyright law of Singapore and international treaties, trademark, patent laws and/or all other intellectual property laws, as may be applicable.
(ii) As part of the Service, Seedly grants you a non-exclusive, limited, royalty-free, revocable license, during the term of this Agreement, to use our Websites and Applications to facilitate your personal, non-commercial use of the Service.
(iii) You acknowledge and agree that Seedly, the Seedly logo, Seedly and the Seedly logo are our trademarks and/or service marks and may not be used by you without our prior written consent.
(iv) Any distribution, reprint or electronic reproduction of any content from the Service, in whole or in part, is strictly prohibited without our prior written consent.

9. Indemnity

You indemnify us against all costs, losses and damages arising from your breach of any of the Agreement and any other obligation you may have to Us.

10. Service “As Is”

Our Service is provided to you on an “as is” basis and, to the fullest extent permissible by law, we make no express or implied warranty as to the accuracy, timeliness, availability or uninterrupted use of the Service. You hereby acknowledge that your use of the services is at your sole risk. Whilst we will use reasonable commercial efforts to ensure that all information from your Personal Financial Data is accurately captured, extracted and/or entered into our system, we do not guarantee the accuracy, integrity or quality of this process or any reports and/or analysis generated by Seedly. You are responsible for reviewing and verifying all such reports and/or analysis and promptly informing us of any errors noted. Subject to that, we will take steps to investigate and rectify any confirmed errors as soon as reasonably practicable following receipt your notification.

11. Limitation of Liability

(a) To the maximum extent permitted by law, we will not be liable to you for any loss (including loss of information, data, revenues, profits or savings) or damage resulting, directly or indirectly, from any use of, or reliance on the Service. You assume sole responsibility for results obtained from the use of the Service and the conclusions drawn from such use.
(b) Without limiting clause 11(a), if you suffer loss or damage as a result of our negligence or failure to comply with our obligations under this Agreement, any claim by you against us will in any event be limited to the aggregate Subscription Fee paid by you to us over the 3 months’ period preceding the date the claim first accrued.

12. Third Party Web Sites, Content, Products and/or Services

The Services may enable you to link to the websites and to access the content, products and/or services of third parties, including users, advertisers, affiliates and sponsors of such third parties. We have no control over and are not responsible for any such third party websites or content, products or services and you agree to bear all risks associated with your access to and/or use of any such third party websites, content, products and services.

13. General

(a) Entire agreement

This Agreement, together with our Privacy Statement, your Subscription and any other notices or instructions given to you under this Agreement, supersedes and replaces all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and us relating to the Service and the use of our Websites and Applications.

(b) Waiver

No waiver of any claim, right or entitlement will be effective unless made in writing. If either Party waives any breach of this Agreement, this will not constitute a waiver of any other or continuing breach.

(c) Delays

Neither Party will be liable for any delay or failure in performance of its obligations under this Agreement if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money. If the event leading to such delay continues for more than 1 month, either Party will be entitled to terminate this Agreement, upon written notice to the other, whereupon this Agreement shall forthwith terminate with no further claims on the part of either Party but without prejudice to any previously accrued claims.

(d) No Assignment

You may not assign or transfer any rights under this Agreement to any other person without our prior written consent.
Subject to that, this agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.

(e) Governing law and jurisdiction

This Agreement shall be governed and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and resolved by arbitration in Singapore in accordance with the Arbitration Rules of Singapore International Arbitration Centre (“SIAC”) for the time being in force which rules are deemed to be incorporated by reference to this clause. The tribunal shall consist of one (1) arbitrator to be appointed by the President of the SIAC Court of Arbitration. The language of the arbitration shall be in English. The physical venue of the arbitration shall be Singapore. The decision of the arbitrator shall be final and binding on the Parties and may be used (without limitation) as a basis for judgment in any country which has ratified the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

(f) Severability

If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision shall be deemed replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision or if such replacement is not practicable shall be deemed deleted, in either case without affect the legality and binding nature of the remainder of this Agreement.

(g) Notices

Any notice given under this Agreement by either Party to the other must be in writing, by email, or by electronic communication via the Website and will be deemed to have been given on transmission, unless the recipient can satisfactorily establish that the email or electronic communication was not received by the recipient’s email or web server. Notices to us must be sent by email to support@seedly.sg or to any other email address notified by email to you by us, or by electronic communication via the Website from time to time for such purpose. Notices to you will be sent to the email address which you provided when registering for setting up your access to the Service (or to such updated email address as may be notified to us from time to time) or by electronic communication via the Website.

(h) Rights of Third Parties

A person who is not a party to this Agreement has no right to benefit under or entitlement to enforce any term of this Agreement.

(i) Relationship of Parties

You acknowledge and agree that we are merely a service provider in connection with the Service and that nothing in this Agreement shall cause or constitute the Parties to be partners, agents or fiduciaries of, or joint ventures with, each other.

(End of terms.)

Vulnerability rewards

We always strive for the best to improve our Security.

Here at Seedly, your security is our top priority

The Seedly team has expensed all effort to build up a strong and reliable defence for our mobile aplication using the latest security technologies. We show our appreciation to those who find potential security weaknesses in the system, hence Seedly will reward you for the report given on any problems or holes you find in the system.

As with most security programs, Seedly will have some restrictions at this point. Only the first person who reports the bug will be rewarded for disclosing an issue within Salt Edge security. We appreciate your help in keeping Seedly a safe environment for your financial data and beyond.

If you found a bug, please contact us in order to benefit from the Vulnerability rewards program.