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1. BACKGROUND

We have obtained a copy of the Financial Industry Disputes Resolution Centre Ltd’s (‘FIDReC’) prevailing Terms of Reference (the ‘Terms of Reference’) on-line. Save where the context otherwise requires, words and expressions defined in the Terms of Reference shall have the same meaning when used in this Subscription Agreement and any of its attachments.


2. SUBSCRIPTION

2.1 In order to use the online subscription feature, we understand that we must first obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, we shall also provide all equipment necessary to make such connection to the Internet, including but not limited to a computer and modem or broadband connection or other access device.

2.2 By clicking on the “Submit” button, we hereby irrevocably and unconditionally agree to be bound by the terms and conditions contained in the Terms of Reference, this Subscription Agreement, the Subscriber Information Form and the Privacy and Confidentiality Policy, and such amendments and or modification as are made to the aforesaid documents. FIDReC’s acceptance of our offer to subscribe will obligate us to accept the membership issued to us. Thereafter, we shall be constituted as a member of FIDReC.

2.3 We hereby confirm that:-

  1. we have provided true, accurate, current and complete information about ourselves in the Subscriber Information Form (such information being the "Subscriber Information"); and
  2. we agree to maintain and promptly update the Subscriber Information to keep it true, accurate, current and complete.

If the Subscriber Information provided by us is untrue, inaccurate, not current or incomplete, FIDReC shall have the right to suspend or terminate our membership. FIDReC may treat the information as up to date until notice to the contrary is received by FIDReC from us.

2.4 We shall be responsible for maintaining the confidentiality of our user account, ID and password, and are fully responsible for all activities that occur and all charges, expenses, costs, fees incurred under our user account, ID or password, whether or not authorized by us. We hereby undertake to immediately notify FIDReC in writing of any unauthorized use or suspected unauthorized use of our user account, ID or password, or any other breach of security. FIDReC shall not be liable for any loss or damage arising from our failure to comply with this provision.

2.5 FIDReC reserves the right to notify the Monetary Authority Of Singapore (‘MAS’) if we are in breach of the terms and conditions contained in the Terms of Reference, this Subscription Agreement and Subscriber Information Form and after consultation with MAS, to terminate our membership at any time.

2.6 Notwithstanding clause 2.5 above, in the event that we cease to do business, cease to be licensed, registered or otherwise approved to carry on any business, make a composition or arrangement with our creditors or a winding up order is made against us, or a resolution for voluntary winding up is passed or a receiver or a manager of our business or undertaking is appointed, we hereby undertake to inform FIDReC in writing of the same forthwith. FIDReC may then notify MAS and after consultation with MAS, terminate the Agreement forthwith by written notice to us.

2.7 Without prejudice to Clauses 2.5 and 2.6, we can withdraw our membership with FIDReC by giving six (6) months notice to withdraw to FIDReC. FIDReC shall forthwith forward such notice to MAS. For the avoidance of doubt, such withdrawal will not absolve us from all outstanding subscription payments and such other amounts as may be due and owing, and any complaint / dispute which has been / is lodged with FIDReC before the expiry of the six
(6) month period will be / is within the jurisdiction of FIDReC and shall continue to be handled by FIDReC, notwithstanding the final resolution of the complaint / dispute is after the expiry of the six (6) months.


3. SECURITY OF INFORMATION

We acknowledge that any information transmitted by us to FIDReC over the Internet is transmitted at our own risk. FIDReC does not warrant the security of any information that is transmitted by us to FIDReC over the Internet.


4. PRIVACY AND CONFIDENTIALITY POLICY

We have obtained a copy of FIDReC’s Privacy and Confidentiality Policy on-line and agree to be bound by the same. We shall comply strictly with the terms of the said Policy.


5. AMENDMENTS TO TERMS AND CONDITIONS

FIDReC reserves the right to amend terms and conditions contained in the Terms of Reference, this Subscription Agreement and Subscriber Information Form from time to time. Amendments will be effective immediately upon notification on the FIDReC website. We represent that we agree to be bound by the terms and conditions as amended.


6. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights (including but not limited to copyright and trade mark) relating to or contained in FIDReC’s website are owned and / or licensed by FIDReC. No materials provided through FIDReC’s website, including but not limited to text, graphics, compilations, computer programs, code and / or software may be reproduced, modified, adapted, distributed, published, displayed, uploaded, broadcast, posted, transmitted or hyperlinked in any manner and in any form without FIDReC’s prior written approval and / or the respective copyright and trademark owners.


7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 To induce FIDReC to accept this subscription, we hereby make the following representations, warranties and covenants to FIDReC:

  1. we have reviewed a copy of the Terms of Reference and accept its contents, and we have been given the opportunity to ask questions of, and receive answers from FIDReC;
     
  2. we consent to the disclosure of any information provided by us to FIDReC from time to time (including but not limited to the information set out in the Subscriber Information Form), to any governmental authority, self-regulatory organization or, to the extent required by law, to any other person;
     
  3. we are a legal entity, duly organised and validly existing under the laws of the country
    / state where we are incorporated / organised;
     
  4. we possess the necessary powers and authority to comply with the terms of this subscription;
     
  5. no rule, regulation, law or other legal limitation in any way restricts or prevents us from executing, delivery and performing this subscription;
     
  6. all necessary corporate or other authorising action have been taken by us for the purposes of this subscription;
     
  7. this Subscription Agreement has been duly executed and delivered on our behalf and is the legal, valid and binding agreement, enforceable against us in accordance with its terms;
     
  8. no steps have been taken or are being taken to appoint a receiver and / or manager or liquidator over or in relation to us or our assets, with a view to our winding up;
     
  9. we shall not impersonate any person or entity or falsely state or otherwise misrepresent our affiliation with any person and / or entity;
     
  10. we shall not upload, post or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
     
  11. we shall not upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to or which may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
     
  12. we shall not upload, post or otherwise transmit any content that we do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); and
     
  13. we shall not interfere with or disrupt the online subscription feature or servers or networks connected to the online subscription feature, or disobey any requirements, procedures, policies or regulations of networks connected to the online subscription feature.


8. DISCLAIMER OF WARRANTIES

8.1 We expressly understand and agree that our use of the online subscription feature is at our sole risk. The online subscription feature is provided on an "as is" and "as available" basis. FIDReC expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. FIDReC expressly disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material.

8.2 FIDReC makes no warranty that: -

  1. its online subscription feature will meet our requirements,
     
  2. its online subscription feature will be uninterrupted, timely, secure, or error-free,
     
  3. the results that may be obtained from the use of the online subscription feature will be accurate or reliable,
     
  4. the quality of services, information and / or other material obtained by us through the online subscription feature will meet our expectations; and
     
  5. any errors in any software will be corrected.


8.3 Any material transmitted, downloaded and / or otherwise obtained through the use of FIDReC’s online subscription feature and / or website is done at our own discretion and risk and that we will be solely responsible for any damage to our computer system and/ or loss of data that results from the transmission and / or download of any such material.


9. TERMINATION OF SUBSCRIPTION FEATURE

Without prejudice to clause 2.4 above, FIDReC reserves the right at its sole discretion to terminate the online subscription feature and / or access to the online subscription feature any time without notice.


10. INDEMNIFICATION

We understand the meaning and legal consequences of the representations, warranties, agreements, covenants and confirmations set out above and in this Subscription Agreement and Subscriber Information Form and agree that the subscription made hereby may be accepted in reliance thereon. We hereby agree to indemnify and hold harmless FIDReC and its directors, officers, employees, affiliates and agents from and against any and all loss, damage, liability and expense, including costs, legal fees and disbursements, which FIDReC or such persons may incur by reason of, or in connection with, any representation or warranty made herein (or in this Subscription Agreement and Subscriber Information Form) not having been true when made, any misrepresentation made by us or any failure by us to fulfill any of the covenants or agreements set forth herein, in this Subscription Agreement and Subscriber Information Form or in any other document provided by us to FIDReC.


11. MISCELLANEOUS

11.1 This Agreement shall be binding on and shall endure for the benefit of each of our successors and assigns.

11.2 We shall bear our own legal, professional and other costs and expenses incurred in connection with this Subscription Agreement.

11.3 If any provision of this Subscription Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, this Subscription Agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision; and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.

11.4 FIDReC accepts no liability for any failure to comply with these terms and conditions where such failure is due to circumstances beyond FIDReC’s reasonable control.

11.5 A person who is not a Party to this Subscription Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any of the terms of this Subscription Agreement.

11.6 This Subscription Agreement shall be governed by, and construed in accordance with, the laws of Singapore and we hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore and waive any objection to proceedings in any such court on the grounds of venue or on the grounds that the proceedings have been brought in a non-convenient forum.

Keywords: SUBSCRIPTION AGREEMENT