TERMS OF USE

Last Updated 21 September 2023

  1. GENERAL

1.1 The Site and App (each defined below) are owned and operated by Autumn Life Pte. Ltd., a private limited company incorporated in Singapore and a subsidiary of Standard Chartered Bank.

1.2 In these Terms of Use, “you”, “your” and “User” mean an end user of the Site, App and/or Autumn Materials (defined below) and the words “Autumn”, “we”, “our” and “us” refer to Autumn Life Pte. Ltd. and its successors and assigns.

1.3 Your access and use of the Site, App and Autumn Materials are governed by these terms of use and its Schedules (collectively, the “Terms of Use”).

1.4 Your access and/or use of the Site, App and/or Autumn Materials constitutes your acceptance of these Terms of Use. If you do not agree to these Terms of Use, please immediately discontinue all access and use of the Site, App and Autumn Materials and uninstall and delete the App from your mobile device.

  1. DEFINITIONS & INTERPRETATION

2.1 In these Terms of Use, unless otherwise defined or unless the context otherwise suggests, when the following words and phrases are used, they shall have the following meanings:

“Account” means, in respect of a User, an account on the App issued by Autumn to such User in connection with the access and/or use of the App and/or Autumn Materials.

“App” means the mobile application known as “Autumn” (or such other replacement name or additional name as may be prescribed by us from time to time), intended to provide a platform for Users to access and/or use various products, services, features and functionalities, including consolidating financial and health information in one place.

“Applicable Laws” means all applicable local or foreign laws, rules, acts, regulations, subsidiary legislation, notices, notifications, circulars, licence conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance and/or decisions of any national, state or local government, any agency, exchange, regulatory or self-regulatory body, any law enforcement body, court, central bank or any other authority, whether in Singapore or elsewhere, whether having the force of law or not (including any intergovernmental agreement between the governments or regulatory authorities of two or more jurisdictions or otherwise), as may be amended, re-enacted or replaced from time to time.

“Autumn Indemnitees” is defined in Clause 9.1.

“Autumn Materials” means any and all products, applications, programmes, services, materials, functionalities, modules, features, works of authorship, documents, software, application programming interface, content, information, images, sounds, graphics, videos, inventions, processes, designs and any other subject matter or materials, in whatever form or medium (including digital equivalents of all the aforementioned subject matter) supplied, displayed or made available to you through or in connection with the Site and/or App or otherwise supplied, displayed or made available to you by or on behalf of Autumn, and includes all Early Access Materials.

“Early Access Materials” means any products, applications, programmes, services, materials, functionalities, modules, features, works of authorship, documents, software, application programming interface, content, information, images, sounds, graphics, videos, inventions, processes, designs and any other subject matter or materials which we may, from time to time, choose to supply, display or make available for selected Users, including any products, programmes, services, materials, functionalities, modules or features labelled “beta”, “preview”, “pre-release”, or “experimental”.

“Login Credentials” means, in respect of a User, the username, password and/or any other unique login identification credentials issued, prescribed or otherwise approved by us to allow such User to access and/or use the App and/or Autumn Materials.

“Loss” means any losses, damages, penalties, costs, fees and expenses (including legal fees, costs and disbursements on a full indemnity basis), expenses, liabilities of any nature, taxes, charges, suits, proceedings, demands, actions, claims, any other demands or remedies of any kind, whatsoever and however caused, whether arising under contract, tort or otherwise, and including any diminution in the value of or loss or damage to any property, security or transactions (including transactions in investment products such as collective investment schemes (which includes exchange-traded funds), interests in unit trusts or mutual trusts or other financial instruments or investment products), and lost profits, earnings, business, goodwill or opportunity, whether or not foreseeable, and whether direct, indirect, consequential or special;

“MyInfo” refers to the data sharing platform under the name “Myinfo”, provided by the Government Technology Agency on behalf of the Government of Singapore, which you may use to authorise the automatic filling-out of e-forms, user registration pages or screens with, among other things, your personal data.

“Site” refers to https://autumn.sg/ or such other website as may be specified by us from time to time.

2.2 Interpretation: Unless the context otherwise requires: (i) words importing the singular number include the plural number and vice versa; (ii) a reference to any gender shall include all genders and a reference to a person includes a corporation, partnership, joint venture, association, authority, trust state or government and vice versa; (iii) references herein to “Clauses” and “Paragraphs” are to the provisions of the main body of the Terms of Use and the Schedules respectively; (iv) references to any statute shall be deemed to be references to that statute as from time to time amended or re-enacted with or without modification; (v) each reference herein to any document or agreement shall include a reference to each permitted variation of or amendment or supplement to such document or agreement from time to time; (vi) whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”; and (vii) clause headings are inserted for convenience only and shall not affect the interpretation of these Terms of Use.

  1. EARLY ACCESS

3.1 Autumn may (but shall not be obliged to) make available Early Access Materials to selected Users (e.g. via invitation emails) from time to time and at its sole discretion, subject to such applicable limits and conditions as Autumn may impose.

3.2 Where such Early Access Materials are made available, your access to and/or use of the Early Access Materials will be governed by these Terms of Use and the relevant additional terms and conditions applicable to such Early Access Materials as may be notified to you by Autumn from time to time, each of which you shall be deemed to have agreed to upon any access to and/or use of such Early Access Materials. In the event of any inconsistency between the main body of these Terms of Use and any such additional terms and conditions, the additional terms and conditions shall prevail insofar as the inconsistency relates to the Early Access Materials in question unless otherwise provided.

  1. PRODUCTS AND SERVICES

4.1 The information and material on the Site and the App or otherwise comprised in the Autumn Materials is not an offer, solicitation of an offer, invitation, advice or recommendation of any financial products or financial services by Autumn, unless expressly stated. Any and all investment advisory services or recommendation of financial products provided by Autumn shall be governed by such additional terms and conditions as may be notified to you by Autumn from time to time. The Site, App and Autumn Materials do not allow you to directly buy or receive financial products and services. You may provide instructions to Autumn for the purchase or sale of financial products on the Site or App which Autumn may convey to a third-party for completion, or may be directed to third party sites from which you will be able to directly complete your order or application.

4.2 In addition to the main body of these Terms of Use, the access or use of the Site, App and/or Autumn Materials (or part thereof) and/or specific products, programmes, services, functionalities and/or modules of the Site and/or App may be subject to additional terms and conditions set out in the Schedules (where applicable) and/or otherwise prescribed by us, each of which shall apply in full force and effect. In the event of any inconsistency between the main body of these Terms of Use and such additional terms and conditions, the additional terms and conditions shall prevail insofar as the inconsistency relates to such part of the Site, App and/or Autumn Materials and/or product, programme, service, functionality and/or module in question unless otherwise expressly provided.

4.3 Autumn reserves the right (but shall not be obliged) to introduce or otherwise make available new Autumn Materials and/or new products, programmes, services, functionalities and/or modules to the Site and/or the App (collectively “New Features”). All New Features shall be governed by these Terms of Use, and the relevant additional terms and conditions applicable to such New Features as may be notified to you by Autumn from time to time, each of which you shall be deemed to have agreed to upon any access to and/or use of such New Features. In the event of any inconsistency between the main body of these Terms of Use and any such additional terms and conditions, the additional terms and conditions shall prevail insofar as the inconsistency relates to the New Features in question unless otherwise provided.

  1. THIRD PARTY PROVIDERS

5.1 Third party websites, software and services: There may be websites, software or services of a third party accessed and/or used by you through, or in connection with, your access and/or use of the Site, App and/or Autumn Materials. Such access and/or use of third party websites, software or services may be subject to additional terms and conditions imposed by third parties (“Third Party Terms”). For example:

(a) Where you download the App from the official Apple App Store accessible at https://www.apple.com/sg/ios/app-store/ or such other successor site, the relevant terms of service from Apple Inc (“Apple”) may apply;

(b) Where you download the App from the official Google Play Store accessible at https://play.google.com or such other successor site, the relevant terms of service from Google LLC may apply;

(c) Where the App allows you to link your bank account to import and sync your financial information and you choose to do so, the relevant terms of service from your banking service provider may apply; and

(d) Where you apply for financial products or services from third parties through the Site or the App, the terms and conditions imposed by such third parties may apply.

5.2 Please note that your access and/or use of the Site, App and/or Autumn Materials could be limited by your third party providers (including your banking service provider), including by any Third Party Terms. If so, your access and/or use of the Site, the App and/or Autumn Materials may result in a breach of Third Party Terms. Such breach may impact your ability to recover Loss, such that you may not be able to recover any Loss suffered from the third party provider, and your third party provider may be able to claim their losses against you. You are solely responsible for ensuring compliance with such terms, including in connection with your access and/or use of the Site, App and/or Autumn Materials to the extent relevant. For more details, please refer to the FAQs.

5.3 iOS version of the App: Where you have downloaded the iOS version of the App from the Apple App Store:

(a) You acknowledge that these Terms of Use are concluded between Autumn and you only, and not with Apple. Without prejudice to other provisions in these Terms of Use and as between Autumn and Apple, Autumn, not Apple, is responsible for the App and its content.

(b) Your licence to use the iOS version of the App is further limited to a non-transferable license to use such App on any Apple-branded products running iOS (including but not limited to iPad, iPhone, and iPod touch) or Mac OS X, that you own and control and as permitted by the usage rules set forth in the applicable terms of service prescribed by Apple in respect of the App Store, except that such App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.

(c) If you sell your Apple-branded product to a third party, you must remove the App before doing so.

(d) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

(e) Without prejudice to other provisions in these Terms of Use, in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you. To the maximum extent permitted by Applicable Laws, Apple will have no other warranty obligation whatsoever with respect to the App, and without prejudice to other provisions in these Terms of Use and as between Apple and Autumn, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Autumn’s sole responsibility.

(f) Without prejudice to other provisions in these Terms of Use, you acknowledge that, as between Autumn and Apple, Autumn, not Apple, is responsible for addressing any of your or any third party claims relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App’s use of the HealthKit and HomeKit frameworks.

(g) Without prejudice to other provisions in these Terms of Use, you acknowledge that, as between Autumn and Apple, in the event of any third party claim that the App or your possession and use of the App infringes third party’s intellectual property rights, Autumn, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

(h) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use, and that, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Use against you as a third party beneficiary thereof.

  1. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

6.1 You represent and warrant that:

(a) you have full power, authority and capacity to enter into these Terms of Use, and to perform, and to comply with all your obligations under these Terms of Use;

(b) you have obtained all necessary authorisations and taken all other actions necessary for you to enter into these Terms of Use and to be able to perform and comply with all your obligations under these Terms of Use;

(c) your obligations under these Terms of Use are valid and legally binding, and these Terms of Use are enforceable against you;

(d) any and all information or documents that you provide to Autumn, including your personal information on the MyInfo platform (where applicable), are true, accurate, complete and not misleading;

(e) you will not be in breach of any Applicable Laws or any contract, agreement or other document by entering into these Terms of Use or by accessing, using and/or receiving any Autumn Materials; and

(f) you are not involved in any unlawful activity and have not committed or been convicted of any tax, money laundering, terrorism financing or other criminal conduct, and are not involved in any sanctioned activities or the subject of any sanctions.

6.2 You agree and undertake to:

(a) be liable and responsible for any transaction or activity conducted through (or purported to be conducted through) the Account, or otherwise referable to the Login Credentials, associated with you;

(b) comply with all Applicable Laws and not use the Site, the App or any of the Autumn Materials for any unlawful purpose or that may involve a breach of any Applicable Laws; and

(c) not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity, or to attempt to gain unauthorised access to or otherwise interfere or disrupt other computer systems or networks connected to the Site, App and/or Autumn Materials.

  1. JURISDICTION

7.1 The site and the App is intended for access and download by Users from Singapore. If accessing the site from a particular country or jurisdiction would be illegal, you should not do so. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; and (iii) you are not a citizen or resident of any jurisdiction where you are not permitted to access or use the Site, App, or any Autumn Materials and/or where Autumn is not permitted to provide you with any Autumn Materials.

  1. DISCLAIMERS

8.1 General: The material and information contained on the Site and App, and the Autumn Materials, are provided for general information only and are not intended to be and do not constitute financial advice, investment advice, trading advice or recommendation of any sort offered or endorsed by Autumn, unless otherwise expressly stated. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness and reliability of the content, information, projection or estimate provided in the Site, App and/or any Autumn Materials and such independent investigations as you may consider necessary or appropriate for the purpose of such assessment. No warranty whatsoever is given by Autumn and no liability whatsoever is accepted by Autumn for any Losses whatsoever or howsoever caused (regardless of the form of action) arising whether directly or indirectly from or in connection with you acting on any content, information, projection or estimate provided via the Site, App and/or any Autumn Materials.

8.2 No representation or warranty: The Site, App and Autumn Materials are provided on an ‘as is’ and ‘as available’ basis. Autumn disclaims and makes no representation or warranty of any kind, whether express, implied or statutory, oral or written, whether alleged to arise by operation of law, by reason of custom or usage in the trade, by course of dealing or otherwise:

(a) with respect to the Site, App and/or any Autumn Materials or any components thereof (including the functionalities and services provided therein and their related systems or networks), including any and all: (i) warranties of merchantability; (ii) warranties of fitness or suitability for any purpose (whether or not such party knows, has reason to know, has been advised, or is otherwise aware of any such purpose); (iii) warranties of non-infringement or condition of title; (iv) warranties against loss of data; and (v) warranties of accuracy, adequacy, completeness, correctness, currency, timeliness, reliability, availability, interoperability, security, title and quality. Autumn expressly disclaims liability for any errors, omissions or delays in the App, Site and the Autumn Materials and for any actions taken in reliance thereon;

(b) that the Site, App and/or any Autumn Materials or any component thereof will be continuously accessible, uninterrupted or error-free, or that defects will be corrected or that the Site, App or Autumn Materials and their servers are and will be free of viruses, Trojan horses, worms, software bombs or similar items or other malicious, invasive, disruptive, corrupting or damaging code, agent, programme or macro. You acknowledge and agree that transmissions and/or transactions over the Internet may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet; and

(c) with respect to the security of any content transmitted by or to you using or in connection with the Site, App and/or Autumn Materials, and you hereby accept the risk that any content transmitted or received using or in connection with the Site, App and/or Autumn Materials may be accessed by unauthorised third parties and/or disclosed by Autumn to third parties purporting to be you or purporting to act under your authority.

8.3 Secure areas: Access to and use of password-protected and/or secure areas of the App and/or Autumn Materials are restricted to authorised Users only. You shall not obtain or attempt to obtain unauthorised access to such parts of the App and/or Autumn Materials, or to any other protected information, through any means not intentionally made available by us for your specific use. In order to access and/or use the password-protected and/or secure portions of the App and/or Autumn Materials, you are required to have an Account (which is subject to our approval at our absolute discretion).

8.4 Purported use and/or access: You agree and acknowledge that:

(a) any use of or access to, or purported use of or access to, the Site, App and/or Autumn Materials, and/or information, data, instructions, directions, requests or communications, whether or not authorised by you, referable to your Login Credentials shall, as the case may be, be deemed to be use of or access to the Site, App and/or Autumn Materials by you, and/or information, data, instructions, directions, requests or communications transmitted and validly issued by you. Autumn shall be entitled (but not obliged) to act upon (or cause the acting upon), rely on and/or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you; and

(b) save where such Loss is caused by Autumn’s gross negligence, wilful misconduct or fraud, Autumn shall not be responsible or liable for: (a) any Losses suffered or incurred by you or any person arising from any delay or omission in the transmission or provision of any information, data, instructions, directions, requests or communications from you to any third party, or any non-receipt of any information, data, instructions, directions, requests or communications from you; and/or (b) any unauthorised use of the Account and/or Login Credentials associated with you.

8.5 No duty to enquire: You agree and acknowledge that Autumn shall not be under any duty to enquire into, investigate, verify or ascertain whether any instruction, request, direction, communication or transaction is authentic, legal, valid or enforceable (as the case may be). Autumn shall be entitled to assume that all instructions, requests, directions, communications or transactions are authentic, legal, valid and enforceable (as the case may be), and we shall be under no duty to reject, reverse, adjust or modify any instruction, request, direction, communication or transaction by reason that it was not authentic, legal, valid or enforceable or to enquire into the clarity of any such information, data, instructions, directions, requests or communications. Notwithstanding the foregoing, where Autumn seeks verification, confirmation or clarification of any instruction, request, direction, communication or transaction received, Autumn shall not be liable to you for any Losses whatsoever in relation to any delay resulting from Autumn seeking verification, confirmation or clarification or from any refusal to act where Autumn does not receive in its discretion satisfactory verification, confirmation or clarification of such instruction, request, direction, communication or transaction.

8.6 Conclusiveness: You agree and acknowledge that, in respect of all instructions, directions, communications, requests, transactions or operations made or performed, processed or effected through or in relation to the Site and/or App by you or any person purporting to be you (whether authorised by you or not):

(a) any records created and maintained by Autumn in respect thereof shall be binding on you for all purposes whatsoever and shall be conclusive evidence of such instructions, directions, communications, requests, transactions or operations; and

(b) such instructions, directions, communications, requests, transactions or operations shall be irrevocable (unless otherwise expressly provided in these Terms of Use), unconditional, conclusive and binding on you upon transmission thereof unless Autumn in its absolute discretion determines otherwise, and Autumn shall be entitled to effect, perform and/or process (or cause the effecting, performance and/or processing of) such instructions, directions, communications, requests, transactions or operations without further reference or notice to, or consent or confirmation from, you.

8.7 Third party websites, software, services and content: With respect to any third party websites, software, products, services and content (including hyperlinks to third party websites and user-generated content) (collectively, “Third Party Materials”) included, provided and/or accessed through the Site, App and/or Autumn Materials:

(a) Autumn makes no representations or warranties as to having reviewed or verified the relevance, timeliness, accuracy, adequacy, commercial value, completeness or reliability of such Third Party Materials;

(b) the inclusion or provision of Third Party Materials is not, does not imply, an endorsement by, association or affiliation with Autumn. Any hyperlink to third party websites exists for information purposes and are for your convenience only;

(c) your access to, use of and reliance on such Third Party Materials are solely at your own risk and Autumn shall under no circumstances be responsible or liable for any Losses arising out of, or in connection with, such access, use and/or reliance;

(d) such Third Party Materials may include articles and materials on the Site and App written by third party authors or contributors. In relation to such articles or materials, all opinion or analysis expressed are those of the author (whether the author is from Autumn or a third party) and do not reflect the views of Autumn; and

(e) if you access or use any Third Party Materials and without prejudice to Clause 5 above, you must comply with the relevant terms and conditions for the access or the use thereof. Your rights and obligations while accessing and using Third Party Materials will be governed by the agreements and policies relating to use of those Third Party Materials, including any applicable data protection policies. Unless otherwise expressly agreed in writing by Autumn, under no circumstances shall it be construed that Autumn is a party to any transaction with you in respect of your access, use, purchase or sale of any Third Party Materials.

8.8 Alerts: As part of the Autumn Materials, you may receive various alerts from us in connection with your access and/or use of the Site, App and/or Autumn Materials from time to time, such as, but not limited to, notifying you of status updates or any unread messages. Such alerts may be notified by in-app notifications, mobile push notifications or any other method of notification as may be determined by us from time to time. Without prejudice to the rest of this Clause 8, Autumn does not guarantee, and shall under no circumstances be responsible or liable for any Losses arising out of or in connection with, the delivery, accuracy, adequacy, completeness, correctness, currency, timeliness, reliability or availability of such alerts. Autumn reserves the right to vary any alerts (including content thereof).

  1. Limitation of liability

9.1 Without prejudice to other provisions in these Terms of Use, Autumn and its related corporations and affiliates and any of their officers, directors, shareholders, predecessors, successors in interest, employees, representatives, agents, service providers and partners (“Autumn Indemnitees”) shall not in any way be responsible or liable for any Losses arising out of, or in connection with the Site, App and/or any Autumn Materials, including:

(a) any access, use or the inability to access or use the Site, App, Autumn Materials and/or any component thereof;

(b) any error, delay, omission, defect, deficiency, disruption, interruption, malfunction, unavailability, breakdown or technical, system, service or connection failure of the Site, App and/or Autumn Materials, or in respect of the submission, acceptance, confirmation or execution of any instructions, directions, communications, requests, transactions or operations, or any other error, delay, omission, defect, deficiency, disruption, interruption, malfunction, unavailability, breakdown or technical, system, server or connection failure;

(c) any defect, error, imperfection, fault, mistake or inaccuracy of the Site, App, Autumn Materials and/or any component thereof (including services and content from third parties and/or associated services) or due to any unavailability of the Site, App, Autumn Materials and/or any component thereof (including any local site or any part thereof or any contents or associated services);

(d) any breach of the physical security and/or cybersecurity of, or any other fraudulent or unauthorised access, modification, destruction, loss, transfer, processing, misuse, attack or other activities in respect of, the equipment or systems used by Autumn in connection with the Site, App and/or Autumn Materials, and any content, information and/or data stored therein or accessible or transmitted therefrom;

(e) any services, information, data, software or material obtained or downloaded through the Site, App and/or Autumn Materials and/or from any other website or webpage provided through the Site, App and/or Autumn Materials or from any other party referred through the Site, App and/or Autumn Materials;

(f) any action taken, or not taken, in reliance on any material, content or information contained on the Site, App, Autumn Materials and/or any component thereof;

(g) any breach of third party contract or terms and conditions, including but not limited to your breach of any Third Party Terms; and

(h) any system, server or connection failure, error, omission, delay, interruption, interception, delay in transmission or any viruses, Trojan horses, worms, software bombs or similar items or other malicious, invasive, disruptive, corrupting or damaging code, agent, programme or macro,

except any Losses that are caused by Autumn’s gross negligence, wilful misconduct or fraud.

9.2 Notwithstanding any other provision in these Terms of Use, the Autumn Indemnitees shall not be liable for any indirect, incidental, consequential, special or exemplary costs, claims, expenses, loss or damages, even if informed of the possibility of such costs, claims, expenses, loss and damage.

9.3 If, notwithstanding the other provisions of these Terms of Use, any Autumn Indemnitees are found to be liable to you for any Losses arising out of, or in connection with, your use of the App, Site and/or any Autumn Materials, our liability shall in no event exceed the greater of: (i) fees paid by you to Autumn in respect of your access to and/or use of the App, Site and/or any Autumn Materials in the six months preceding the claim, or (ii) S$150.

  1. INDEMNITY

10.1 You shall indemnify, defend and hold harmless Autumn Indemnitees against any and all Losses made against Autumn Indemnitees by any third party or otherwise suffered or incurred by Autumn Indemnitees due to, arising out of or in connection with:

(a) your access to, use and/or misuse of the App, Site, any Autumn Materials and/or any components thereof;

(b) any of your breach of or delay or failure to comply with these Terms of Use; and

(c) any of your negligent act or omission or wilful default, misconduct or fraud or unlawful act.

10.2 The indemnities in this Clause 10 shall not be affected and shall continue after the suspension, termination or cancellation of these Terms of Use.

  1. EMAIL SUBSCRIPTION SERVICE

11.1 Autumn may, at its discretion, provide as part of the Autumn Materials a service whereby you can request to subscribe to and receive e-mail alerts relating to products, services or information offered by Autumn or other third parties (“Subscription Service(s)”). Your use of the Subscription Services will be governed by these Terms of Use and such additional terms and conditions for use of those services as may be notified to you by Autumn from time to time. Your confirmation of subscription to the Subscription Services constitutes acceptance of the applicable terms and conditions of use.

11.2 Without prejudice to other provisions in these Terms of Use, Autumn does not guarantee, and shall under no circumstances be responsible or liable for any Losses arising out of or in connection with, the delivery, accuracy, adequacy, completeness, correctness, currency, timeliness, reliability or availability of any e-mails sent to you pursuant to the Subscription Service. Autumn reserves the right to recall, update, supplement or revise any such e-mails (including the content thereof).

11.3 Autumn does not guarantee that any e-mails will be sent to you or received by Autumn nor does Autumn warrant the privacy and/or security of e-mails during internet transmission.

  1. PERSONAL DATA

12.1 You agree to the terms of the Privacy Policy, which are incorporated herein by reference.

  1. DATA SECURITY

13.1 It is your responsibility to ensure that the Login Credentials associated with you are kept secure, and that no person or entity other than you obtains access to such Login Credentials. For example:

(a) logging off securely to prevent any unauthorised access to your confidential information; and

(b) not sharing Login Credentials with anyone else.

13.2 You must notify Autumn immediately if you know or suspect the confidentiality of the Login Credentials associated with you has been compromised or accessed without your permission. Where Autumn is investigating suspected misconduct, including unauthorised access to the Account associated with you, Autumn may disable the relevant Login Credentials without giving any reason or prior notice and Autumn shall under no circumstances be responsible or liable for any Losses arising out of, or in connection with, such Login Credentials being disabled.

13.3 “Use of custom or third party keyboards or keystroke loggers on your device while using the App is prohibited. It is your responsibility to ensure that you are using your device’s default keyboard.”

  1. INTELLECTUAL PROPERTY RIGHTS

14.1 Unless otherwise authorised by us, Autumn grants you a revocable, non-exclusive, non-transferable, non-sub-licensable, limited licence to use the Site, App and Autumn Materials for your personal and non-commercial purposes, subject to these Terms of Use and all other applicable terms and conditions.

14.2 Without prejudice to Clause 14.1 and unless otherwise authorised by us, you may not, and shall not, whether directly or indirectly, cause or permit any User or third party to, do any of the following: (i) modify, disclose, alter, translate, create derivative works of; (ii) license, sublicense, sell, resell, distribute, lease, rent, lend, transfer, assign or otherwise deal with or dispose of; (iii) disassemble, decompile or reverse engineer; (iv) copy, frame, mirror, reproduce or make copies of; (v) remove, alter or obscure any proprietary notices (including copyright notices) in or on; (vi) interfere with or disrupt the integrity or performance of; (vii) attempt to gain unauthorised access to; or (viii) disclose to any third party any performance information or analysis relating to, the Site, App, Autumn Materials or any components thereof, including the functionalities and services provided therein and their related systems or networks.

14.3 In addition, you may not, and shall not, whether directly or indirectly, cause or permit any User or third party to, access and/or use the Site, App, Autumn Materials or any components thereof to:

(a) store, upload, post or transmit infringing, libelous, false, offensive, defamatory, inaccurate, misleading, fraudulent or otherwise unlawful, tortious or objectionable material;

(b) store, upload, post or transmit material in violation of third-party privacy rights;

(c) store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; or

(d) build a competitive product or service, or copy any features or functions thereof.

14.4 All rights (including, but not limited to, copyright) in and to the contents (including, but not limited to, trademarks, text, graphics, images, links and sounds) contained on the Site, the App and/or Autumn Materials is owned by or licensed to Autumn or our related corporations or affiliates. If any such content is expressly permitted for use by you, you shall comply with all terms of use, conditions, guidelines, or restrictions that apply to such content.

14.5 “Autumn” and “Autumn.sg” are trademarks, logos and service marks of Autumn and no permission or licence is granted to you to use any such trademarks, logos or service marks without the prior written consent of Autumn. Autumn may also display names, trade names, trademarks, service marks, symbols, logos, brands and other proprietary designations of third party providers (“Third Party Marks”) on the Site and the App and no permission or licence is granted to you to use any such Third Party Marks without the prior written consent of the relevant owners of the Third Party Marks. You shall indemnify, defend and hold harmless Autumn Indemnitees against any and all Losses made against Autumn Indemnitees by any third party or otherwise suffered or incurred by Autumn due to, arising out of or in connection with any infringement of the Third Party Marks by you. The indemnities in this Clause 14.5 shall not be affected and shall continue after the suspension, termination or cancellation of these Terms of Use.

14.6 In relation to any information or material you submit to Autumn using the Site, App and/or Autumn Materials and/or to our social media accounts, you hereby grant to Autumn a royalty-free, perpetual, irrevocable, assignable, transferable, sub-licensable right and licence to use such information or material for any purpose it deems appropriate, including without limitation, the copying, modification, transmission, distribution and publication thereof, unless restricted by Applicable Laws. You represent and warrant that such information or material you submit does not infringe the rights of any other third party.

14.7 You agree that Autumn shall not be under any obligation of confidentiality to you regarding any such information or material submitted to it using this Site, App and/or Autumn Materials and/or our social media accounts unless otherwise agreed in a separate direct contract between you and Autumn or required by Applicable Laws.

  1. RESERVATION OF RIGHTS

15.1 Autumn reserves the right in its discretion to, without ascribing any reasons and without giving prior notice, update, enhance, upgrade, modify, change, restrict access to, suspend or discontinue the provision of or remove, whether in whole or in part, the Site, the App, and/or any Autumn Materials, and shall not be liable if any such update, enhancement, upgrade, modification, change, suspension or discontinuation prevents you from accessing and/or using the Site, App and/or any Autumn Materials or any component thereof.

15.2 Autumn may, by notice to you, add to, alter, amend, modify, rescind, supplement or vary these Terms of Use (including the Schedules) at any time in its sole and absolute discretion, and any such addition, alteration, amendment, modification, rescission, supplement or variation shall immediately take effect and bind you from such date as Autumn may prescribe in the notice. Notice will be given by posting such addition, alteration, amendment, modification, rescission, supplement or variation on the Site or the App or such other method of notification as may be designated by Autumn (such as via email or other forms of electronic communications), which you agree shall be sufficient notice for such purpose. You acknowledge that your continued access to and/or use of the Site, App and/or any Autumn Materials after such modification has come into effect shall be deemed as an agreement by you to the Terms of Use as so modified. You are advised to visit this Site regularly to check for any amendments to the Terms of Use.

15.3 Autumn reserves the right to impose fees or charges for accessing and/or using the Site, App and/or any Autumn Materials, or part thereof. Autumn may vary or waive any fee or charge mentioned in this Clause 15.3 or any part of these Terms of Use.

15.4 Autumn reserves the right, but shall not be obliged to:

(a) monitor, screen or otherwise control any activity or content; and

(b) provide any or all Users with any updates, enhancements, upgrades, modifications and/or changes to the Site, App and/or Autumn Materials, including any patches and/or bug-fixes to the Site and/or App or any new versions and/or releases of the Site and/or App which incorporates new features or functions.

  1. RIGHTS OF THIRD PARTIES

16.1 Except where expressly provided for under these Terms of Use, a person who is not a party to these Terms of Use shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of the terms of these Terms of Use. Notwithstanding any term of these Terms of Use, the consent of any third party is not required for any variation (including any release or compromise of any liability) or termination of these Terms of Use. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms of Use.

  1. NO WAIVER

17.1 No failure, delay, relaxation or indulgence on the part of Autumn to exercise any power or right conferred upon it under these Terms of Use shall operate as a waiver of such power or right, nor shall any single exercise of any such power or right preclude any other or future exercise thereof, or the exercise of any other power or right under these Terms of Use. No waiver shall be effective unless made in writing and executed by Autumn waiving its right or remedy. The rights provided in these Terms of Use are cumulative and are not exclusive of any rights or remedies provided by law.

  1. SEVERABILITY

18.1 If any provision of these Terms of Use shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable (wholly or partly), such invalidity or unenforceability shall not affect the other provisions of these Terms of Use, all of which shall remain in full force and effect.

  1. FORCE MAJEURE

19.1 In the event that Autumn is unable to observe or perform any of its obligations under these Terms of Use due to or caused by events beyond Autumn’s control or events which Autumn cannot reasonably be expected to prevent or avoid, Autumn shall be excused from performing these Terms of Use for the duration of the disabling event. Autumn shall not be liable for any delay, loss, damage or inconvenience caused or arising from or in connection with the disabling events. Examples of such events include but are not limited to earthquakes, fires, floods, storms, pandemics, natural disasters or other acts of God, wars, acts of terrorism, military action, riots, civil unrest or other disturbances, strikes, industrial disputes or other industrial actions, imposition of currency exchange controls or restrictions, embargoes, changes to laws and regulations or other government action, fluctuations or failures in power supply or telecommunication networks, or the failure of any exchange, clearing house or other financial market infrastructure.

  1. FURTHER ASSURANCES

20.1 You agree to do all such acts and things and execute and sign all such documents and instruments as may be necessary, desirable or expedient to give effect to the terms of, and the commercial understanding of these Terms of Use and any documents in connection herewith.

  1. ASSIGNMENT

21.1 The provisions of these Terms of Use are personal to you and you shall not be entitled to assign or transfer any of your rights or obligations under these Terms of Use.

21.2 Autumn, and its successors and assigns, may assign any or all of its respective rights and obligations under these Terms of Use. Any of Autumn’s related corporations and affiliates, and their successors and assigns, which has rights or benefits under these Terms of Use may assign any or all of their respective rights and obligations under these Terms of Use.

  1. TERMINATION

22.1 Autumn may, in its sole and absolute discretion, at any time terminate, suspend or restrict your access to or use of the Site, App and/or any Autumn Materials (or any part thereof) with immediate effect and without any prior notice to you.

22.2 Autumn reserves the right to investigate any and all suspected contraventions of these Terms of Use and may seek to gather information from you for this purpose. Where you are under investigation by Autumn for a suspected contravention, you shall cooperate with the investigation and promptly provide to Autumn any and all information requested for the purposes of the investigation. You acknowledge that Autumn will cooperate to the fullest extent with any law enforcement authorities or court order requesting or directing Autumn to disclose the identity of any individual posting, publishing or otherwise making available any information, correspondence or associated materials that are believed to be in contravention of these Terms of Use.

22.3 Any suspension, termination or cancellation shall not bring to an end Autumn’s rights accrued prior to such suspension, termination or cancellation, nor affect the obligations owed by you to Autumn under these Terms of Use which by their sense and context or are otherwise intended to survive such suspension, termination or cancellation, whether or not such survival is specified.

  1. GOVERNING LAW

23.1 These Terms of Use shall be governed by and construed according to Singapore laws. Any dispute, controversy, claim or difference arising between Autumn and you in relation to these Terms of Use shall be subject to the non-exclusive jurisdiction of the Singapore courts.

  1. CONTACT

24.1 You may direct questions, complaints or claims to:

support@autumn.sg