Client Terms of Service
Effective from [10 May 2022]
The Terms of Service are an agreement between the Client and PT Power Cred Technologies (“PowerCred”).
PowerCred provides API and non-API based data aggregation solutions that procure data from various third parties, organisations and other sources. PowerCred’s Solution enables an End User to provide the Client with data of or related to the End User, including data stored in the End User’s account(s) which are maintained with various third parties and organisations including on the websites, databases, applications and platforms.
By accepting the Terms of Service or using/ downloading any part of PowerCred’s Solution or by using the Services, the Client agrees to the Terms of Service and certifies that it has all necessary rights to do so. If you are accepting on behalf of another Person, you represent and warrant that: (i) you have full legal authority to bind such Person to the Terms of Service; (ii) you have read and understood the Terms of Service; and (iii) you agree to the Terms of Service on behalf of the Person that you represent. If you do not have the legal authority to bind the Person on whose behalf you are accepting the Terms of Service, please do not accept the Agreement or access PowerCred’s Solution.
The Terms of Service must be read with the Work Order executed between the Client and PowerCred. In case of any inconsistency between the Terms of Service and a Work Order, the provisions of the Terms of Service shall prevail unless expressly and specifically stated otherwise in the Work Order.
The Terms of Service may be made available and/or executed between the Client and PowerCred in more than one language (such as Bahasa Indonesia). In the event of a conflict between the Terms of Service executed in English and any other language (including Bahasa Indonesia), the English version shall prevail.
- Services
1.1. Subject to the terms of this Agreement and payment of the applicable fee, PowerCred will provide the Services to the Client. The client confirms that it has read, understood, and shall comply with the Terms of Service. - Grant of Rights
2.1. Subject to the terms of this Agreement and payment of the applicable fee, PowerCred grants to the Client a non-exclusive, non-transferable, non-sublicensable right and license to, during the Term to:
(i) Integrate the Frontend/ APIs into the Client Application for access to PowerCred’s Solution, as specified in the Work Order; and
(ii) reproduce, without modification, and internally use the Documentation solely in connection with Client’s use of PowerCred’s Solution for the Purpose and in accordance with this Agreement.2.2. Should the Client opt to utilise PowerCred’s Solution through an API, the Client shall be permitted to (a) download 1 (one) copy of the API Key, (b) use the API Key to access the API through the Client Application solely for the purpose of obtaining End User Data as permitted by the End User for the Purpose, and (c) make a reasonable number of copies of the API Key solely for testing, backup, or archival purposes. - Restrictions on use.
3.1. Except as expressly permitted in this Agreement, the Client will not (and will not authorize, permit, or encourage any third party to): (i) allow anyone other than Client’s authorized personnel (in accordance with the terms of this Agreement) to access and use PowerCred’s Solution; (ii) share any credentials provided by PowerCred (including log in credentials, if any), API Key with any Person; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, interface or protocols of PowerCred’s Solution; (iv) modify, adapt, copy or translate PowerCred’s Solution; (v) resell, distribute, or sublicense any portion of PowerCred’s Solution; (vi) use PowerCred’s Solution for the benefit of any Person; (vii) save, store, or archive any portion of PowerCred’s Solution (including, without limitation, any data contained therein) outside PowerCred’s Solution other than those outputs generated through the intended functionality of PowerCred’s Solution; (viii) remove or modify any proprietary markings or restrictive legends placed by PowerCred; (ix) use PowerCred’s Solution in violation of any applicable law, or to build a competitive product or service, or for any purpose other than the Purpose; (x) circumvent any processes, procedures, or technologies that PowerCred has put in place to safeguard PowerCred’s Solution or its property.3.2. Client will at all times comply with, and not make any act or omission, whether directly or indirectly through PowerCred’s Solution, that may constitute a violation of, any Platform’s terms, conditions and policies including without limitation:
(i) Google: Google Terms of Service – Privacy & Terms and Privacy & Terms – Google
(ii) Instagram:Community Guidelines | Instagram Help Center, Platform Policy | Instagram Help Center/, Data Policy | Instagram Help Center and Terms of Use | Instagram Help Center3.3. The Client shall not use PowerCred’s Solution to access, store, distribute or transmit any material that: (i) is unlawful, wrongful, tortious, libellous, slanderous or defamatory; (ii) infringes any intellectual property rights, privacy rights, publicity rights or any other proprietary or other rights of any Person; (iii) facilitates or promotes illegal activity or illegal goods/services; (iv) is false or misleading or is an unfair trade practice; (v) introduces any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms into PowerCred’s Solution or any third party’s platform, service or property, including, without limitation, trojan horses and viruses; or (vi) PowerCred believes is inappropriate in any manner.3.4. In the event of a breach of this Clause 3.5, PowerCred reserves the right, without liability or prejudice to its other rights, at its sole discretion, to do all or any of the following: (i) Disable End User’s and/or Client’s access to part or all of PowerCred’s Solution (temporarily or permanently); (ii) Terminate this Agreement; (iii) Take necessary or requisite legal action against Client; (iv) Remove any material that is, in the opinion of PowerCred, contrary to the terms of the Agreement.3.5. Client will ensure that its employees and permitted agents who access and use PowerCred’s Solution comply with this Agreement and will be liable for their breach of this Agreement. Client is responsible to ensure that no unauthorised Person accesses or uses PowerCred’s Solution. - Consent
4.1. The Client will be responsible for obtaining all consents from the End User in a form acceptable to PowerCred for:
(i) PowerCred’s collection, storage, use, reproduction, transfer, use and any other processing or dealing with data (including transfer of such data to the Client); and
(ii) PowerCred’s Privacy Policy and any end user terms as prescribed.4.2. The Client will be responsible for obtaining all consents from the End User for the Client to obtain End User Data from PowerCred, and to use or otherwise deal with the End User Data. PowerCred is not responsible for obtaining any consents and permissions for any use or dealing of data by the Client.4.3. Each Party will publish and maintain its own privacy policy (in compliance with any applicable law) that will set out the terms on which any third party data or End User Data is collected, stored, used, processed or otherwise dealt with. PowerCred shall not be responsible for any violation of applicable law as a result of any use, processing or other dealing of third party(ies)’s data (including End User Data) by the Client.4.4. If PowerCred needs to notify End Users of, or obtain consent or authorisation of End Users to, PowerCred’s end user terms, privacy policy, terms and conditions of any of PowerCred’s Solution, or any other document or agreement (referred to as the “Contract Documentation”) or any change, modification, supersession, replacement, updation, deletion or removal of any Contract Documentation or part thereof, then the Client will assist PowerCred in providing such notification to or obtaining such consent from End Users (including through the Client Application).4.5. The Client acknowledges that PowerCred’s ability to perform the Services will be adversely affected or PowerCred will not be able to perform Services, if End Users do not provide consents and authorisations required by PowerCred or if End Users withdraw any consents/ authorisations.4.6. Client further represents and warrants and covenants to PowerCred that Client owns and shall own the Client Data, or has and shall have the necessary licenses, rights, consents, and permissions to authorize PowerCred to use the Client Data in accordance with this Agreement. - Compliance with applicable law and restriction on use of End User Data.
5.1. Each Party confirms that it will comply with all applicable law in connection with exercising its rights or performing its obligations under this Agreement. Each Party will comply with all applicable data privacy/ protection laws. Each Party confirms that, in connection with Client’s use of PowerCred’s Solution, End User Data will be transmitted or made available in a manner that neither PowerCred nor Client will alter the substance of the End User Data. PowerCred will be acting only as a service provider and/or a conduit, and not as a consumer-reporting agency, in connection with the End User Data processed and transmitted under this Agreement. PowerCred shall collect, use, and transmit End User Data only as requested by the Client and as requested and authorized by the End User. Each Party confirms that neither Party is a reseller of data but simply provides the service of transferring data as requested and authorized by the End User from one Person to the Person directed and authorized to receive the data by the End User. Each Party confirms that End User Data may contain personal and/or sensitive information and therefore each Party will employ commercially reasonable physical, administrative, and technical safeguards to secure the End User Data from unauthorized use or disclosure. - Platforms
6.1. PowerCred will connect with and extract End User Data from Platforms only as permitted by the End User (to the extent such permission is required). PowerCred may not have any contractual relationship with Platforms and is only providing a tool or conduit in the form of PowerCred’s Solution to allow the Client and End User to access the End User Data on Platforms.6.2. Client agrees and acknowledges that PowerCred’s Solution will be limited by and subject to the terms, conditions, policies and actions of the Platforms. Any changes thereto initiated by a Platform may adversely affect the functionality of PowerCred’s Solution, PowerCred expressly disclaims any resultant cost, liability or loss.6.3. Client will not require PowerCred to do or omit to do, anything to violate or circumvent the terms, conditions and policies of the Platforms. - Third parties.
7.1. PowerCred is not responsible for the procurement, supply, maintenance or security of any third party or Client infrastructure, hardware or software which is being used or is required by the Client to access PowerCred’s Solution, nor for any errors, delays or other similar events or things caused due to any third party or Client. PowerCred is not responsible for any delay or breach, defect or error, if they arise from any breach, failure or delay by the Client, or its representatives, affiliates, agents or any third party including those third parties appointed by the Client to perform their respective obligations or provide the relevant products, services or infrastructure, or any other reason beyond the reasonable control of PowerCred. - Fees and Payment.
8.1. The consideration payable by Client to PowerCred and terms of payment shall be as per the Work Order. - Modification of PowerCred’s Solution, Amendment of Terms of Service.
9.1. PowerCred is entitled to modify PowerCred’s Solution from time to time by adding, deleting, or modifying features, tools, content and any other thing that is included in PowerCred’s Solution.9.2. The Terms of Services may be amended, modified and supplemented from time to time by PowerCred, by posting the amended terms of service to PowerCred’s website and notifying the Client. Any use of PowerCred’s Solution after an update has been made and posted to the website and Client has been notified, shall be deemed Client’s acceptance of the amended terms. - Retention and Use of Data by PowerCred.
10.1. Anonymised Data. PowerCred is entitled to create Anonymised Data. PowerCred is also entitled to copy, use, store, modify, display, transfer, sell, rent, license, or otherwise deal with and exploit Anonymised Data for any purpose during the Term and at all times after the end of the Term.10.2. Client Data. Client grants PowerCred a worldwide, non-exclusive, royalty-free, sub-licensable, fully-paid license, to store, process, use, transfer, reproduce and modify Client Data for the purpose of providing and supporting PowerCred’s Solution to the Client and End Users during the Term. PowerCred will store, process, use, transfer, reproduce and modify Client Data in the manner and for the period required by applicable law.10.3. Feedback. PowerCred will be entitled to use, store, modify, exploit, transfer or otherwise deal with all feedback and suggestions provided by the Client with respect to PowerCred’s Solution for any and all purposes. Client grants PowerCred a perpetual, irrevocable, royalty-free license to do any or all of the aforesaid, without any form of compensation or attribution to Client or any third party. - Confidentiality.
11.1. Receiving Party will protect and preserve the Confidential Information as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement. The receiving Party may disclose, distribute, or disseminate the Confidential Information to any of its officers, directors, members, managers, partners, employees, (its “Representatives”), provided that such Representative has a ‘need to know’ the Confidential Information for the performance of this Agreement and such Representative is bound by confidentiality obligations at least as restrictive as those contained herein. The receiving Party will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of the disclosing Party. The receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives. If the receiving Party is legally compelled to disclose any of the Confidential Information, the receiving Party will provide the disclosing Party prompt prior written notice of such requirement so that the disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this provision. In any event, the receiving Party may furnish only that portion of the Confidential Information which is legally required to be disclosed and will use commercially reasonable efforts to ensure that confidential treatment will be afforded such disclosed portion of the Confidential Information. - Representations and Warranties.
12.1. Each Party represents and warrants to the other that:
12.1.1. the Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing Party in accordance with its terms;
12.1.2. no authorization or approval from any third party is required in connection with the execution, delivery, or performance of the Agreement by the executing Party; and
12.1.3. the execution, delivery, and performance of the Agreement by the executing Party do not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound. - Ownership of Intellectual Property.
13.1. No transfer of ownership of any Intellectual Property is contemplated by way of this Agreement other than the limited right to use PowerCred’s Solution granted by PowerCred to the Client for the Term. PowerCred shall retain ownership of all rights and title over the API, SDK, API Keys, documentation, software, technology and all other aspects of PowerCred’s Solution, including without limitation, any improvements, modifications or adaptations irrespective of whether such right is registered or not in accordance with the applicable law. - Indemnity.
14.1. Indemnification by the Client. The Client will indemnify and hold harmless PowerCred against any and all claims (including third party claims), losses, damages, and costs of any nature arising out of: (i) any breach of Clause 3 (Restrictions on Use), Clause 4 (Consent), and/or Clause 5 (Compliance with Applicable Law and Restrictions on Use of End User Data). The Client will indemnify and hold harmless PowerCred against any and all losses, damages, costs and expenses that may arise in relation to claims of any nature by End Users.14.2. Indemnification by PowerCred. PowerCred will indemnify and hold harmless the Client against all costs, expenses and damages that are adjudicated to be payable by Client in any third party claims (including reasonable attorney’s fees and expenses) arising out of any infringement of a third party’s Intellectual Property Rights as a result of the Client’s use of PowerCred’s Solution in accordance with this Agreement (“Infringement Claims”).14.3. Infringement Claims. PowerCred shall not be obligated to indemnify, defend, or hold the Client harmless with respect to any Infringement Claim to the extent the Infringement Claim arises from or is based upon the Client or any Client’s personnel, or End User’s use of: (a) PowerCred’s Solution not in accordance with this Agreement or the End User Agreement (as applicable), or applicable law; or (b) any unauthorized modifications, alterations, or implementations of PowerCred’s Solution made by the Client or any other Person; or (c) the Infringement Claim arises from any use of PowerCred’s Solution that is beyond the Purpose or for which PowerCred’s Solution was not designed.14.4. If PowerCred reasonably determines that PowerCred’s Solution or any portion thereof are likely to be the subject of an Infringement Claim, PowerCred will: (i) procure for the Client the right to continue to use PowerCred’s Solution as provided in this Agreement, (ii) replace the infringing components of PowerCred’s Solution with other components of equivalent functionality, or (iii) suitably modify PowerCred’s Solution or parts thereof so that they are non-infringing and functionally equivalent. If none of the foregoing options are possible on commercially reasonable terms, PowerCred may terminate this Agreement without further liability to the Client and refund a pro-rated portion of any pre-paid fees. This Clause 14.4, together with the indemnity provided under Clause 14.2, states the Client’s sole and exclusive remedy, and PowerCred’s sole and exclusive liability, regarding any Infringement Claim.14.5. Procedure for indemnification. Any Party with a possible claim for indemnity under this Clause 14 shall promptly notify the indemnifying Party of the potential claim, and shall cooperate with the indemnifying Party, at the indemnifying Party’s cost, in the investigation and defense of the same. The indemnifying Party shall have sole control over the defense and/or settlement of any such claim, but the indemnified Party may participate at its own expense with counsel of its choosing. The indemnifying Party will not settle any such claim without the indemnified Party’s prior written consent (unless such settlement does not impose any obligations, admissions of wrong doing, or liabilities upon the indemnified party). - Limitation of Liability.
15.1. The aggregate liability of PowerCred for all claims of any nature shall be limited to the service fees received by PowerCred for the immediately preceding 3 (three) months of service, less any amounts that may have been paid by PowerCred to Client for any claims. PowerCred disclaims all liability thereafter. The provisions of this Clause 15.1 shall not apply to the indemnity provided under Clause 14.2.15.2. Neither Party shall be liable to the other (or to any person claiming rights derived from the other’s rights) or to any third party, in contract, tort or otherwise, for any special, indirect, remote, punitive, consequential, or incidental damages of any kind including, without limitation, any lost profits, revenue or business opportunity, even if such Party has been advised of the possibility of such damages. - Disclaimers.
16.1. OTHER THAN AS SET OUT IN THIS AGREEMENT POWERCRED MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO POWERCRED’S SOLUTION, THE DOCUMENTATION, SERVICES OR OTHERWISE RELATING TO THIS AGREEMENT, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. POWERCRED’S SOLUTION AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” POWERCRED DOES NOT WARRANT THAT THE DOCUMENTATION OR POWERCRED’S SOLUTION WILL SATISFY CLIENT’S REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF POWERCRED’S SOLUTION WILL BE UNINTERRUPTED. POWERCRED CANNOT GUARANTEE THE CONTINUED AVAILABILITY OF POWERCRED’S SOLUTION, AND MAY CEASE PROVIDING THEM. FURTHER, POWERCRED MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY PLATFORM OR DATA BEING MAINTAINED BY ANY THIRD PARTY, ITS ACCURACY, COMPLETENESS, OR CURRENTNESS. POWERCRED DOES NOT CONTROL OR HAVE ANY CONTRACTUAL RELATIONSHIP WITH ANY THIRD PARTY MAINTAINING THE DATA THAT IS BEING ACCESSED BY THE CLIENT OR THE END USER, AND HAS NO OBLIGATION TO, VERIFY OR REVIEW SUCH DATA. CLIENT’S RELIANCE ON ANY THIRD PARTY DATA IS AT ITS OWN RISK. - Termination.
17.1. If a Party is in breach of the terms of this Agreement, the other Party shall have the right to terminate the Agreement if the Party in breach does not remedy the breach within a period of 30 days from the date on which the written notice of the breach is received. The Terms of Service shall be co-terminus with the Work Order, and shall terminate on completion of the Services specified in the Work Order.17.2. Notwithstanding Clause 17.1 above, PowerCred may terminate the Agreement with immediate effect if the Client infringes upon PowerCred’s intellectual property rights or violates Clause 2 (Grant of Rights), Clause 3 (Restrictions on Use), Clause 4 (Consent), Clause 5 (Compliance with Applicable Law and Restrictions on Use of End User Data), or Clause 6 (Platforms).17.3. With reference to the termination of this Agreement, the Parties agree to waive any legal requirement to apply to a court of law to seek termination/voidance of the Agreement, including without limitation, Article 1266 of the Indonesian Civil Code (to the extent deemed applicable) or any other similar requirement in any other applicable law.17.4. Effect of termination.
17.4.1. Termination of the Terms of Service will automatically terminate all Work Orders executed between the Parties.
17.4.2. The Client shall immediately make payment of all outstanding and accrued fees and payments to PowerCred that are pending as on the effective date of termination.
17.4.3. Any accrued rights and obligations of the Parties up to the effective date of termination shall not be affected.
17.4.4. The Client must return/destroy all originals and copies of the Frontend, API, API Key, SDK, Documentation and any other part of PowerCred’s Solution, and all Confidential Information of PowerCred and confirm the same to PowerCred on the effective date of termination or expiry of this Agreement.
17.4.5. PowerCred shall return/destroy all Client Data and Confidential Information of the Client on the effective date of termination or expiry of this Agreement.17.5. Survival. The following shall survive termination/ expiry of the Agreement: Clause 5 (Compliance with applicable law and restriction on use of End User Data), Clause 11 (Confidentiality), Clause 14 (Indemnity), Clause 15 (Limitation of Liability), Clause 16 (Disclaimer), and Clause 19 (Miscellaneous). - Assignment, Sub-Contracting
18.1. Assignment. This Agreement shall not be transferred or assigned by the Client without PowerCred’s prior written consent. PowerCred may assign or transfer this Agreement to its Affiliates or in connection with a merger, acquisition, sale of business/undertaking, reorganization or other change of control.18.2. Subcontracting. PowerCred may subcontract its obligations under this Agreement but will remain responsible for all its obligations to the Client. - Miscellaneous.
19.1. Publicity. PowerCred is entitled to publicly list and name Client as a customer of PowerCred and use Client’s name, trademarks, service marks, trade names, and logos to identify Client as a client, on its websites, in marketing and promotional material and in other communications with the public, including existing or potential PowerCred customers, resellers, or investors.19.2. Governing Law, Jurisdiction and Dispute Resolution. This Agreement is governed by the laws of Singapore but excluding its conflict of laws, rules and principles. The Parties submit to the exclusive jurisdiction of the competent courts in Singapore.19.3. Equitable relief. Client acknowledges and agrees that in the event of a breach or threatened violation of PowerCred’s intellectual property rights and confidential and proprietary information by Client, PowerCred will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. PowerCred may, without waiving any other remedies under this Agreement and under law, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect PowerCred’s rights and property.19.4. Jury waiver. With respect to any claim or dispute under this Agreement, the Parties hereby irrevocably waive all right to trial by jury in any court in any action for the adjudication of any claim or dispute arising under this agreement.19.5. Class action waiver. The Client waives any right to assert any claims against PowerCred as a representative or member in any class or representative action, except where such waiver is prohibited by law or deemed by a court of law to be unenforceable. To the extent the Client is permitted by law or court of law to proceed with a class or representative action against PowerCred, the Client agrees that: (i) it shall not be entitled to recover attorneys’ fees or costs associated with pursuing the class or representative action (not withstanding any other provision in this agreement); and (ii) the Client will not submit a claim or otherwise participate in any recovery secured through the class or representative action.19.6. Notices. PowerCred will send notices or communications to the Client through the email registered by Client with PowerCred. All notices and communications to PowerCred under this Agreement must be sent to PowerCred by a reputed courier service with a receipt acknowledgment at 20, Bendemeer Road, #03-12 BS, Bendemeer Centre, Singapore- 339914 and to kunal@powercred.io. Either Party may update its notice address by notice to the other Party in accordance with this provision.
19.7. Force Majeure. Neither Party will be liable for any delay or failure to perform as required by this Agreement (except for payment obligations) as a result of any cause or condition beyond its reasonable control, so long as it uses reasonable efforts to avoid or remove those causes of delay or non-performance.
19.8. Severability. If any provision of this Agreement is held to be illegal or unenforceable then such provision shall be severed from the Agreement without affecting the enforceability of the remainder of the Agreement.
19.9. Relationship. Nothing in this Agreement shall give rise to any relationship of partnership, joint venture or profit sharing in the nature of the partnership between the Parties. No one other than a Party to this Agreement shall have any right to enforce any of its terms. - Definitions and Interpretation.
20.1. “Affiliate” of a Party means any Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such Party.20.2. “Agreement” means the Terms of Service and the Work Order.20.3. “Anonymised Data” means the following data that has been anonymised by removing all personal / identifying information and information about the source of such data (whether or not aggregated with any other data relating to other clients and users of PowerCred’s Solution): (i) data relating to Client and End Users’ usage of any part or all of PowerCred’s Solution, (ii) data provided by the Client and/or the End User, and (iii) End User Data.20.4. “API” means PowerCred’s proprietary application programming interface.20.5. “API Key” means a unique identifier used to authenticate a Person to access the API made available by PowerCred to Client.20.6. “Client” means the Person with whom PowerCred enters into a Work Order for PowerCred’s Solution/ Services.
20.7. “Client Application” means any portal (including a website, software, application, mobile application and/or software-as-a-service application) that the Client uses to interact with or access End User Data and which integrates with some or all aspects of PowerCred’s Solution.
20.8. “Client Data” means non-public account and/or administrative data provided by Client to PowerCred including, billing information, account profile setup information, and similar administrative information, but expressly excluding End User Data and Anonymised Data.
20.9. “Confidential Information” means any proprietary and non-public information, or any information pertaining to the products, services, or operations of a Party provided to or accessed by the other Party. Confidential Information of PowerCred includes without limitation: (i) PowerCred’s APIs, SDKs, HTTP endpoints, software, technology; (ii) technical or business information, past, present and future research, products (prototype or otherwise), sales and marketing techniques and plans, financial information, information related to customer, vendors, price lists, pricing policies, advertising strategies, information concerning PowerCred’s employees; (iii) PowerCred’s intellectual property whether registered, unregistered, pending registration, registrable or otherwise; and (iv) materials, drawings, specifications, techniques, models, data, manuals, documentation, processes, procedures, algorithms, equipment, know-how created by PowerCred. “Confidential Information” does not include information which (a) is or becomes public knowledge without any breach of this Agreement by the receiving Party; (b) is documented as being known to the receiving Party prior to its disclosure; (c) is independently developed by the receiving Party without reference or access to the Confidential Information of the disclosing Party; or (d) is obtained by the receiving Party without restrictions on use or disclosure from a third party.
20.10. “Control” means the power, direct or indirect, whether by ownership of equity or voting interests, contract or otherwise to (i) direct or cause the direction of the management and policies of the Person; or (ii) appoint the majority of the board or other governing body of the Person. Ownership of more than 50% of the voting securities or other ownership interest in a Person shall be deemed to constitute Control.
20.11. “Documentation” means documentation provided by PowerCred relating to PowerCred’s Solution (e.g., user manuals and online help files), including the documentation available at: Powercred Documentation
20.12. “End User” means the Person whose information is being accessed or obtained by PowerCred for the Client.
20.13. “End User Data” means any data, information, and materials about an End User provided to PowerCred and/or the Client by an End User through PowerCred’s Solution or through any Platform, or otherwise obtained by PowerCred, including without limitation, information about the End User’s account (e.g., login credentials) with any Person, a Person’s name, address, telephone number, email address, financial information/records, transaction information/records, logistics and supply chain related information, service ratings, reviews, etc. To further understand what kinds of data PowerCred collects from or about an End User, please refer to PowerCred’s Privacy Policy.
20.14. “Frontend” means the application layer provided by PowerCred through which the End User interacts with PowerCred on the Client’s Application and may include PowerCred’s JavaScript programme, widget or SDK.
20.15. “Infringement Claim” has the meaning assigned to the term in Clause 14.2.
20.16. “Intellectual Property” means all patent rights (including utility models), copyrights, moral rights, trademark and service mark rights, trade secret rights, and any other similar proprietary or intellectual property rights (registered or unregistered) throughout the world, together with all applications for any of the foregoing.
20.17. “Party” means PowerCred and Client individually and “Parties” means PowerCred and Client collectively.
20.18. “Person” means any individual, partnership, limited liability partnership, limited liability company, body corporate, corporation, association, society, trust or other entity or organization, whether or not a juridical person.
20.19. “Platform” means any Person from whom any data or information is extracted or obtained by PowerCred. Platforms may include without limitation e-commerce platforms, financial service software platforms, social media platforms and organisations providing services, and other online, physical and organisational sources.
20.20. “PowerCred’s Solution” means the Frontend, code, PowerCred’s API, API Key, widget, Documentation, SDK, dashboard and related tools (if any), and any other thing provided by PowerCred, and the Services.
20.21. “Privacy Policy” means PowerCred’s privacy policy available at: PowerCred’s Privacy Policy.
20.22. “Purpose” means the purpose for which the Client can use PowerCred’s Solution as per the Work Order.
20.23. “Representatives” has the meaning assigned to the term in Clause 11.1.
20.24. “SDK” means the software development kit provided by PowerCred.
20.25. “Services” means the services set forth in the Work Order.
20.26. “Term” means the period for which PowerCred’s Solution will be provided to the Client as stated in the applicable Work Order.
20.27. “Terms of Service” means these client terms of service, and any other terms, conditions and requirements set out in any of PowerCred’s Solution, including without limitation the Documentation.
20.28. “Work Order” means a document specifying the services to be provided, that is entered into between Client and PowerCred, including any addenda and supplements thereto.
20.29. Interpretation. For avoidance of doubt, in this Agreement:
20.29.1. references to “this Agreement” include all amendments, additions and variations thereto;
20.29.2. the headings and sub-headings are for convenience only and shall not affect the construction of this Agreement;
20.29.3. unless the context otherwise requires the singular shall include the plural and vice versa;
20.29.4. the words “other” and “otherwise” are not to be construed ejusdem generis with any foregoing words, and whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”;
20.29.5. references to Clauses are to clauses of this Agreement (unless otherwise specified); and
20.29.6. any reference to a statute, statutory provision or other legislation includes, for the time being in force: (i) any order, regulation, instrument or other subordinate legislation made under it; and (ii) any amendment, extension, consolidation, re-enactment or replacement of it.
20.29.7. If there is any conflict between the Terms of Service executed in English and any other language (such as Bahasa Indonesia), the interpretation offered by the version executed in English shall prevail.
20.29.8. If there is any conflict between the Terms of Service and a Work Order, the provisions of the Terms of Service shall prevail, unless the contrary is expressly and specifically stated in the Work Order.
