Terms and Conditions of SaaS
Article 1. Definitions
These terms listed below shall have the meanings set forth below:
(1) The “Account Information” means the ID and password Synspective issues to the User for the User to log in to the Website.
(2) The “Service Use” means the agreement formed by Synspective and a User under Article 4.
(3) The “Service Period” means the period in which Synspective provides the Services, etc. to the User and the User can use the Service and download the Data, under the Service Use.
(4) The “Service” means the platform service that enables the access and download of the Data provided by Synspective to the User, and details of the Service shall be as separately provided by Synspective.
(5) The “Services, etc.” means, collectively, the Service, the Data, the Website (including the functions provided by the Website) and the specifications.
(6) The “Website” means the website operated by Synspective for the Service.
(7) The “Data” means the data that is processed and edited by Synspective based on data such as image data and other location information obtained from satellites, User Data set forth in clause 1 of Article 13, and other data.
(8) These “Terms” means the ” Terms and Conditions of SaaS ” set forth by Synspective for the Services.
(9) The “User” means a person who applies to Synspective for the use of the Services under Article 4 and whose application is approved by Synspective.
Article 2. Application of these Terms
1 These Terms stipulate the terms and conditions of the User’s use of the Service pursuant to Article 4 “Execution of the Service Use,” and constitute a part of the Service Use.
2 Besides these Terms, Synspective may institute various individual policies and other guidelines regarding the Service (hereinafter referred to as the “Guidelines”; these Terms and the Guidelines are hereinafter referred to collectively as the “Terms, etc.”). In such case, the Guidelines shall constitute a part of these Terms, and the User shall observe the provisions of the Guidelines regardless of the names of such provisions.
3 If the provisions of these Terms conflict with the provisions of the Guidelines, the provisions of the Guidelines shall prevail unless otherwise agreed between Synspective and the User.
Article 3. Amendments to the Terms, etc.
1 Synspective shall be able to amend the Terms, etc. If Synspective notifies the User of any amendments to the Terms, etc. and the User uses the Service after the amendment of the Terms, etc., the User shall be deemed to have consented to any amended terms.
2 Synspective may also amend the contents of the Service, the consideration required to use the Service in accordance with the provisions of the preceding clause.
Article 4. Execution of the Service Use
1 A User wishing to use the Service shall consent to a cost estimate provided from Synspective and these Terms to apply for the Service Use. Once a User applies for the Service Use with Synspective, the User shall be deemed to have applied upon consenting to contents of these Terms.
2 The Service Use set out in these Terms shall be deemed to have been formed under the preceding clause.
3 Notwithstanding the provisions of the preceding clause, if Synspective and the User agree to terms that are different from the provisions of these Terms, such agreed terms shall prevail over the provisions of these Terms.
Article 5. Termination
1 Synspective may terminate all or part of the Service Use if the User:
(1) breaches the Service Use and fails to remedy such breach within 10 days after a peremptory notice of such breach by Synspective;
(2) has made any false statement in any other document the User submitted to Synspective;
(3) is determined by Synspective to be in a deteriorated financial and credit standing, such as having a draft or check dishonored or being subject to suspension of payment;
(4) is subject to cancellation or suspension of business permission by a competent authority;
(5) is subject to any claim for seizure, provisional seizure, provisional disposition, compulsory execution or auction, or any disposition for tax delinquency;
(6) receives a petition for or files a petition for the commencement of bankruptcy proceedings, commencement of special liquidation proceedings, commencement of civil rehabilitation proceedings, or commencement of corporate reorganization proceedings;
(7) has adopted a resolution for merger, dissolution or transfer of all or an important part of its business; or
(8) is determined by Synspective to likely correspond to one of the preceding items.
2 Should a User fall under any of the above items, the User shall lose the benefit of time regarding all liabilities to Synspective and immediately pay the entire amount thereof.
3 A User may terminate the Service Use with a 10-day prior written notice to Synspective. Furthermore, if there are liabilities to Synspective, the User shall immediately pay the entire amount thereof, and Synspective will not refund any service charges that have been paid to Synspective.
Article 6. Account ID and Password
1 Synspective shall issue an ID and password to the User that are necessary for the use of the Services (hereinafter the “Account ID, etc.”).
2 The User shall strictly manage the Account ID, etc. issued by Synspective and shall not lend to, assign to, or permit the use of the Account ID, etc. by third parties.
3 If the User’s Account ID, etc. is used to use the Service, such use shall be deemed to be by the pertinent User, and Synspective shall assume no liabilities for any damages that may be incurred by the User due to such use.
Article 7. Contents of the Services
During the Service Period, the User may view the Data and download the Data by means specified by Synspective.
Article 8. Suspension of Provision of the Services
1 To conduct maintenance and inspection of Synspective’s server(s), Synspective may temporarily suspend the provision of all or part of the Service with a prior notice to the Users to that effect on the Website.
2 Synspective may temporarily suspend all or part of the provision of the Service without giving prior notice to the Users in the event:
(1) emergency maintenance or inspection of Synspective’s server(s) is conducted;
(2) the provision of the Service becomes impossible due to an accident (e.g., fire and power failure), a natural disaster (e.g., earthquake and flooding), war, riot, labor dispute, or other reason not attributable to Synspective;
(3) the Service can no longer be provided due to a failure of the satellite(s) acquiring raw data of the Data or damage, etc. to Synspective’s server(s);
(4) the provision of the telecommunication services by a telecommunication services operator is suspended;
(5) the User’s payment of service charges under the Service Use is delinquent;
(6) the User breaches these Terms and fails to remedy such breach despite being given a peremptory notice to remedy from Synspective; or
(7) besides the preceding items, Synspective otherwise determines that a temporary suspension of the Service is required.
3 Synspective shall not be liable for any damage incurred by the User due to the suspension of the Service under this Article. Synspective will not refund any service charges that Synspective receives from the User even if the User is unable to use the Service due to a suspension of the Service.
Article 9. License to Use the Data
1 The User may use the Data only for the intended uses stated in the Service Use and to the extent stipulated below during the usage period of the Service:
(1) To create contents by accessing and citing the Data (hereinafter the “User Contents”); and
(2) Other than the preceding items, to the extent separately licensed by Synspective.
2 The User shall attach a copyright notice, which was indicated on Synspective’s Platform Services, to the Data and the User contents when the User provides or discloses the Data and the User Contents to a third party.
Article 10. Prohibitions
1 The User shall not commit any of the acts provided below:
(1) Use of the Data for any purpose other than intended purposes stated in the Service Use;
(2) Reverse engineering, decompiling, or disassembling the Data, or any act similar thereto;
(3) Reproduction, alteration, adaptation, and transmission of all or part of the Data, and any other use, without the prior written approval of Synspective, unless otherwise expressly allowed in the Service Use;
(4) Having any third-party use all or part of the Data, unless otherwise expressly allowed in the Service Use;
(5) Infringement or potential infringement of the intellectual property rights of Synspective or a third party, including, but not limited to, copyrights, trademark rights, and patent rights;
(6) Infringement or potential infringement of the rights of Synspective or a third party, including, but not limited to, property rights, privacy rights, and portrait rights;
(7) Transmission or posting of any harmful computer program (e.g. computer virus);
(8) Unauthorized access to Synspective’s facilities such as servers and telecommunication equipment;
(9) Interference or potential interference with Synspective’s provision of the Service; and
(10) Any other acts that Synspective determines to be inappropriate as a method of using the Service.
2 The User shall be liable to Synspective for compensating damages incurred by Synspective due to the User falling under any of the above items.
Article 11. User Contents and User Data
1 The User shall respond to any objection or claim by a third party, including the User’s customers, in relation to the User Contents, at the User’s own responsibility and expense, and Synspective shall not bear any responsibility. The User shall compensate any damages incurred by Synspective in relation to the User Contents.
Article 12. User Data
1 If the User provides images and other data (the “User Data”) by posting, uploading or another method when using the Service, the User shall either own the intellectual property rights such as copyrights and other rights that the User itself requires or provide to Synspective only the User Data for which a license from the rights holder is obtained, and if a dispute or otherwise arises with a third party, the User shall resolve such dispute at its own expense and responsibility. In addition, when any damages arise to Synspective due to the provision of the User Data, the User shall compensate such damages.
2 Synspective shall not bear any responsibility even if the User is unable to use the Service by using the User Data due to a defect of the User Data or by providing the User Data by a format other than the data format separately specified by Synspective.
3 The User shall conduct a backup of the User Data at its expense and responsibility, and Synspective shall not bear any responsibility even if the User Data is deleted or disappears.
4 Synspective shall strictly handle the User Data provided by the User, and shall not use the User Data other than for the purpose separately agreed to with other users that will process the Data, nor provide, disclose or divulge such User Data without the prior consent of such User.
Article 13. No Warranty and Indemnification
1 Synspective provides no warranty as to the completeness, accuracy, fitness for the User’s specific purposes, and functional effectiveness as to the Services, etc., nor any other warranties. In addition, Synspective will not be obliged to fix any errors in the Data.
2 The User consents in advance that each function of the Service may be changed or abolished at Synspective’s discretion without prior notice to the User.
3 The User shall use the Service at its own responsibility, and Synspective will not be liable for compensating damages incurred by the User from the use of the Service, unless it is caused by any reason attributable to Synspective.
4 Synspective will not be liable to the User due to the performance of all or a part of the Service becoming delayed or impossible due to an accident (e.g., fire or power outage), a natural disaster (e.g., earthquake or flooding), war, riot, labor dispute, or other reason not attributable to Synspective.
5 Synspective will not be liable for any damages incurred by the User or a third party arising out of:
(1) Any discrepancy between the Data and the actual status;
(2) Any suspension of the Service as set forth in Article 8 (Suspension of Provision of the Services);
(3) Adaptation (including format conversion), processing, or alteration of the Data or the specifications, or combination with other data, programs, or equipment by the User;
(4) Any reason that cannot be reasonably controlled by Synspective; or
(5) Any failure of Synspective’s server(s).
6 The liability of Synspective for any failure of the Services, etc. shall be limited to as provided in clause 3 of Article 8 (Suspension of Provision of the Services), this Article, and the next Article.
Article 14. Infringement of Third-Party Intellectual Property Rights
1 In the event of any claim for injunction against use or compensation of damages from a third party for any alleged infringement of the third party’s intellectual property rights by the Services, etc. (hereinafter referred to as the “Dispute”), the User shall notify Synspective of the occurrence of the infringement lawsuit without delay and attempt to resolve such Dispute through consultation.
2 Notwithstanding the provisions of the preceding clause, Synspective will not be liable if the Dispute arises out of the adaptation or alteration of the Data, out of the combination with other data, programs, interfaces, or equipment, or out of any other reason not attributable to Synspective.
Article 15. Attribution of Rights
1 Copyrights and other rights to the Services, etc. shall be reserved by Synspective or third parties granting rights to Synspective, and the User shall not receive any assignment or license for such rights; provided, however, that it shall be confirmed in this clause that the rights to the User Contents created by using the Data as derivative works will belong to the User, and the rights as the original author of the Data will belong to Synspective, only if there is no separate agreement with Synspective.
2 If the User creates any invention, idea, or design related to the Services, etc. licensed under the Service Use and wishes to apply for a patent, utility model or design, the User and Synspective shall consult regarding the treatment of such application in advance.
Article 16. Audit
Upon a written request of Synspective to the User, the User shall accept an audit of the User’s usage of the Service by Synspective or a person designated by Synspective.
Article 17. Use of Usage History
Synspective may freely use the information of the User’s usage history of the Services and other information for the improvement of the Service.
Article 18. Confidentiality
1 The User shall use the confidential technical or business information of Synspective obtained through the performance of the Service Use only for the performance of the Service Use and shall not disclose or leak such information to a third party without the prior consent of Synspective, unless such information falls under any of the following items:
(1) Information already lawfully obtained or in the public domain at the time of disclosure, or information that enters the public domain thereafter not due to the willful intent or negligence of the User;
(2) Information that is independently developed or created without reliance on the confidential information of the other party; and
(3) Information lawfully obtained from a third party without bearing any duty of confidentiality.
2 The User shall promptly return all materials and goods containing any confidential information and copies thereof if: the purpose of use of the confidential information received from Synspective is achieved; there is no longer the need for use of the confidential information; the Service Use expires or terminates; or requested by Synspective.
3 The obligation of clause 1 shall survive the expiration of the Service Period and termination of the Service Use.
Article 19. Procedures to Be Taken After Expiration/Termination of the Service Use
1 The provisions of clause 2 of Article 5 (Termination), clause 3 of Article 6 (Account ID and Password), clause 2 and clause 3 of Article 10 (Service Charges and Payment Term), Article 11 (Prohibitions), Article 12 (User Contents), Article 13 (User Data), Article 14 (No Warranty and Indemnification), Article 15 (Infringement of Third-Party Intellectual Property Rights), Article 16 (Attribution of Rights), Article 17 (Audit), Article 18 (Use of Usage History), Article 19 (Confidentiality), this Article, and Article 22 (General Provisions) shall survive the expiration or termination of the Service Use.
2 When the Service Use expires or terminates, the User shall immediately destroy or erase the Data (including copies thereof) and submit to Synspective a certificate of the destruction or erasure by a form designated by Synspective immediately after such destruction or erasure.
3 When there is User Data that the User has provided to company as of when the Service Use expires or terminates, Synspective shall promptly delete such User Data as requested by the User. Furthermore, if there is no request by the User, Synspective will not bear the obligation to preserve the User Data and shall be able to delete the User Data at Synspective’s arbitrary determination. In addition, notwithstanding the deletion of the User Data, Synspective shall be able to continue to use the Data created by processing such User Data of the User even after the termination or expiration of the Service Use.
4 When the Service Use terminates or expires, the User shall not use the User Contents for commercial use, in principle. If the User wishes to use the User Contents for commercial use, the User shall separately conclude a contract with Synspective and pay the agreed amount as the license fee for the Data.
Article 20. Exclusion of Antisocial Forces
1 The User represents and covenants that the User or the User’s officers are not and will not be:
(1) any organized crime group, an organized crime group member, a person for whom five years have not passed since ceasing to be an organized crime group member, an associate member of an organized crime group, an organized crime group-related person, an organized crime group-related group or other antisocial forces (hereinafter collectively referred to as “Antisocial Forces”);
(2) having Antisocial Forces substantially controlling or involved in the User’s management;
(3) having any relationship that is recognized as the User’s unjustified use of Antisocial Forces with the intent to promote the User’s or any third party’s illicit gains or to cause harm to any third party;
(4) having any relationship that is recognized as the User’s provision of funds or granting of benefits to Antisocial Forces; or
(5) having any other relationship with Antisocial Forces that would be socially criticized.
2 The User shall undertake not to commit or have a third party commit any of the following:
(1) Any act of violent demand;
(2) Any act of unreasonable demand beyond legal responsibility;
(3) Any act of using threatening behavior or violence in relation to transactions;
(4) Act of damaging the credibility of the other party or interfering with the other party’s business by spreading rumors, or using fraudulent means or force;
(5) Act of letting Antisocial Forces use one’s name; or
(6) Any other act equivalent to the preceding items.
3 Synspective may terminate the Service Use forthwith without any peremptory notice if Synspective determines that the User falls under either of clause 1 or clause 2.
4 If Synspective terminates the Service Use according to the preceding clause, Synspective will not be liable for any damages incurred by the User due to the termination.
Article 21. General Provisions
1 The User shall not assign or provide as collateral the status, rights, or duties under the Service Use without the prior written approval of Synspective.
2 The User and Synspective shall endeavor to consult and resolve in good faith any question or dispute arising out of or in connection with the interpretation or otherwise of the Service Use.
3 The Service Use shall be governed by, and interpreted in accordance with, the laws of Republic of Singapore.
4 Any dispute arising out of or in connection with the Service Use, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
Instituted: June 1, 2020
Revised: September 1, 2020
Revised: July 1, 2021
Revised: September 16, 2021