Terms of use

The Services and the Site are operated and provided by Mindsprint (“Mindsprint”, "We" or “Us”) on behalf of itself and its group companies. We are registered in Singapore under company number 202118596N and have our registered office at 7 Straits View, Marina One East Tower #20-01, Singapore 018936 which is also our main trading address.

We reserve the right to withdraw access to or amend any Services that we may provide without notice (see below). We will not be liable if for any reason our Services are unavailable at any time or for any period. From time to time, we may limit or restrict access to some parts of our Services, or our entire Services, to users who have registered with us.

You must be at least 18 years old or have reached the age of majority in the jurisdiction in which you live or reside to use the Services or the Site. If you are under 18 years old or have not reached the age of majority, you must stop using/accessing this Site and using the Services immediately.

You agree to comply with any and all the guidelines, notices, operating rules and policies (if you are an Employee, this includes the Mindsprint Information Security Policy  and instructions pertaining to the use of the Services and/or access to the Site, as well as any amendments to the aforementioned, issued by us, from time to time.

We reserve the right to revise these Terms of Use and guidelines, notices, operating rules and policies, and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Site.

All material, data, information, text, content, graphics, images (still and moving), videos, sounds and other content ("Content") contained on the Site or delivered through the Services is protected by intellectual property rights, including trademarks, copyright and database rights, which is owned by or has been licensed to us. You agree not to sell, licence, rent, modify, distribute, copy, reproduce, transmit, publicly display, publish, adapt, edit or create derivative works of any Content, or post any Content on any other website or in a networked computer environment for any purpose, save as permitted under these Terms of Use.

You may choose or we may invite you to submit comments or ideas about improvements to the Service or the Site ("Commentary"). If you submit any Commentary to us, we will presume that your submission was voluntary and delivered to us without any restrictions on our use of the Commentary. You also agree that Mindsprint has no fiduciary or any other obligation to you in connection with any Commentary you submit to us, and that we are free to use your Commentary or the ideas reflected in the Commentary without any attribution or compensation to you.

In using the Site and/or Services or any Content, you shall not, and you shall not permit anyone else to, directly or indirectly:

except as expressly permitted by law, or as authorised under these Terms of Use, rent, lease, sub-licence, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble, make error corrections or create derivative works based on the whole or any part of the Site or Services; remove Mindsprint's or any other user's trade mark, copyright notice or any other proprietary notice;

except as authorised in the proper performance of your duties (if you are an Employee), rent, lease, distribute, resell or use the Services for other commercial purposes;

except as authorised in the proper performance of your duties (if you are an Employee), engage in any activity that interferes with or disrupts the Services or the Site;

upload any comments or ideas that violates or infringes another party's right of publicity, privacy, copyright, trade mark or other intellectual property right;

violate any applicable laws, rules, regulations, standards and licensing requirements, in connection with your use of any Content as permitted by these Terms of Use, or access of the Services ("Applicable Law");

use the Services or any Content in violation of or to circumvent any sanctions or embargo;

use the Services or any Content for any purpose for which it is not designed or intended;

except as authorised in the proper performance of your duties (if you are an Employee), use the Services or any Content to create or promote a product, service or software that is directly or indirectly competitive with or in any way a substitute for the Services;

use the Services to send, post or otherwise communicate any content that is offensive, indecent, threatening, abusive, insulting, harassing, defamatory, libellous, deceptive, fraudulent, tortious, obscene or is racially, ethically or otherwise objectionable;

use any scraper, robot, bot, spider, crawler or any other automated device or means to access, acquire, copy or monitor any portion of the Services, or any data or content found or access through the Services;

collect any information in respect of other end users without their consent; or

obtain or attempt to obtain unauthorised access to such parts of the Site and/or Services, or to any other protected information, through any means not intentionally made available by us for your specific use.

Certain Services that may be made available on the Site may require creation of an account with us or for you to provide personal data. If you request to create an account with us, a username and password shall be provided by you and accepted by us in our sole and absolute discretion in connection with the use of the Services and/or access to the relevant Site. You are solely responsible for any activity on your account and we are not liable for any acts or omissions by you in connection with your account. We may at any time in our sole and absolute discretion, request that you update your personal data or forthwith invalidate the username and/or password without giving any reason or prior notice and shall not be liable or responsible for any losses suffered by or caused by you or arising out of or in connection with or by reason of such request or invalidation.

You hereby agree to change your password from time to time and to keep the username and password confidential and shall be solely responsible for the security of your account and liable for any disclosure or use (whether such use is authorised or not) of the username and/or password. You are to notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of the username and/or password has been compromised or if there has been any unauthorised use of the username and/or password or if your personal data requires updating.

You agree and acknowledge that you shall be responsible for all persons who use the Services and/or access the Site through your account. You further agree and acknowledge that you shall be bound by and agree to fully indemnify us against any and all losses attributable to any use of any Services and/ or access to the Site through your account, except where such use or access has been authorised in the proper performance of your duties (if you are an Employee).

All intellectual property rights in our Site and Services, and in the Content, are owned, licensed to or controlled by us, our licensors or our service providers. Those works are protected by copyright laws and treaties around the world and we reserve the right to enforce its intellectual property to the fullest extent of the law. All such rights are reserved.

Own Use Licence

We grant you a personal, non-exclusive, non-transferable, revocable, limited right (without the right to sub-licence) to access and use the Site solely for the purposes of receiving the Services or for internal business purposes.

Subject to section 20 and Annex A of these Terms of Use, and except as otherwise authorised in the proper performance of your duties (if you are an Employee), you may print copies, and may download extracts, of any Content for your personal or internal business uses and you may draw the attention of others either outside or within your organisation to such Content, provided that you do not modify the paper or digital copies of any Content you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of material on our Site must always be acknowledged.

If you print off, copy or download any part of our Site in breach of these Terms of Use, your right to use our Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Except as expressly granted to you under these Terms of Use, you have no rights, including any claim for intellectual property or other proprietary rights, in the Site and we hereby reserve all rights not expressly granted to you. You must comply with all Applicable Law when using the Site as well as all applicable copyright, trademark or other legal notices or restrictions.

Commercial Use Licence

This section applies to any use you wish to make of Content beyond the Own Use Licence granted above. Should you wish to take, produce, reproduce, alter, arrange, translate, transform, modify, share, re-interpret or create any derivative works of any Content for commercial purposes (“Adapted Content”), including by distributing or publishing such Adapted Content on your own website, app, e-mails or official printed corporate publications related thereto (“Authorised Media”), you must first obtain our express, written consent to do so (“Commercial Use Licence”) by contacting [website@Mindsprintnet.com] with your request.

Your request must contain:

A statement detailing the purposes for which you wish to use any Adapted Content; and

A list of the categories of Content including specific hyperlinks or screenshots (as applicable) of the Content you wish to become Adapted Content (“Licensable Data”).

We will consider your request taking into consideration inter alia, whether such Licensable Data is owned by us, licensed to us and/or comprises personal data. To the extent only that we grant our consent to you under a written document clearly marked as a “Commercial Use License” referencing these Terms of Use to use all or part of the Licensable Data (“Licensed Data”) for a permitted use (“Permitted Use”), we will grant, unless otherwise agreed in writing, a non-exclusive, non-transferable, revocable, worldwide licence for a specified term to do so on Authorised Media subject to the following:

you will comply with these Terms of Use, including where applicable, the Additional Terms including in connection with any Licensed Data that is personal data;

as applicable, you will use any pre-agreed attribution statements to acknowledge our status (and that of any identified contributors) as the authors of the underlying Content;

you will co-operate with us to protect the goodwill and reputation associated with Mindsprint, its group companies, the Site and any Services and undertake and warrant that your use of the Licensed Data shall not damage, risk or harm such goodwill and reputation;

you will only make copies or distribute Licensed Data to the extent reasonably necessary for the Permitted Use;

you will not use any Licensed Data or any of our trademarks or logos on any product packaging or to make any on-pack or about-product claims in relation to your own goods or services without our separate, express written consent;

you will not permit any third party to use or re-publish the Licensed Data for their commercial purposes and ensure appropriate terms of use are in place on your Authorised Media to prevent the onward use and transfer of Licensed Data by third parties for commercial purposes without our written consent; and

Upon termination or expiry of any agreed term during which you are granted a Commercial Use Licence, you will immediately (i) cease using the Licensed Data, (ii) use your best efforts to retrieve all distributed published materials using the Licensed Data and (iii) destroy all such materials and provide Mindsprint with proof (acceptable to us) of destruction.

We refer you to section 12 (Termination) below, which describes when any license or permission granted pursuant to these Terms of Use expires or terminates.

Some of the Content on our Site is licensed to you directly from the owner or licensor of that material and/or content (third party data). The use of this third-party data is subject to other terms and conditions that are prescribed by the relevant owner or licensor of that third-party data. Where applicable, the Additional Terms set out the various third-party data and applicable terms and conditions that are available on the relevant Site. The use of any such third-party data is subject to you accepting those terms of use and you agree to abide by them.

Any references in our Site to third-party data are provided for your information only. We have no control over third-party data, and accept no responsibility for them or for any loss or damage that may arise from your use of them. As we have no control over the third-party data and have not independently verified the accuracy of the third-party data, you acknowledge and agree that we are not responsible for the availability or accuracy of the third-party data.

When you access our Site and/or use our Services, you hereby represent and warrant that:

if you are an individual:

you are at least 18 years of age or have reached the age of majority in the jurisdiction in which you live or reside;

you are capable of entering into and performing legally binding contracts under Applicable Law; and

all information which you provide is accurate, up to date, truthful and complete;

if you represent a corporate entity:

you have the full right, legal power and actual authority to bind such entity to this Terms of Use;

that entity is duly organised, validly existing and in good standing under the laws of the state, province or country of its incorporation; and

all information which you provide is accurate, up to date, truthful and complete.

Commentary and other materials posted on our Site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our Site, or by anyone who may be informed of any of its contents.

We aim to update our Site regularly, and may change the content at any time. If the need arises, we may suspend access to our Site, or close it indefinitely. Any of the material on our Site may be out of date at any given time, and we are under no obligation to update such material.

We do not warrant or represent that the Site or Services will be compatible or interoperable with your device or any other piece of hardware, software, equipment or device installed on or used in connection with your device. Furthermore, you acknowledge that compatibility and interoperability problems can cause the performance of your device to diminish or fail completely, and may result in permanent damage to your device, loss of data located on your device, and corruption of the software and files located on your device. You acknowledge and agree that Mindsprint and its subsidiaries, affiliates, partners, suppliers and licensors shall have no liability to you for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.

To the extent permitted by Applicable Law, we shall not give any guarantees, conditions or warranties:

as to the accuracy, reliability or correctness of any data provided through the Services;

that the Services will function in an uninterrupted manner or be secure or free from errors; and

that the Services will be free of viruses or other harmful code.

The Services are provided on an "as is", "as available" and "with all faults" basis without warranties of any kind either express or implied. To the extent permitted by Applicable Law, we disclaim all warranties, express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement or other violation or rights.

To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude any liability for any indirect or consequential loss or damage incurred by any user in connection with our Site or in connection with the use, inability to use, or results of the use of our Site, any websites linked to it and any materials posted on it, including, without limitation any liability for:

(i)    loss of income or revenue;

(ii)   loss of business;

(iii)  loss of profits or contracts;

(iv)  loss of anticipated savings;

(v)   loss of data;

(vi)  loss of goodwill;

(vii) wasted management or office time; and

(viii) for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under Applicable Law.

To the extent that our liability may not be excluded under these Terms of Use, our liability shall be limited to your direct and documented damages and, you agree, that in no event will such liability exceed the amount of  US$100.00 or the amount paid by you in the last six months for access to the Site or related Services, whichever is the lower.

You shall defend and indemnify us against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation, court costs and reasonable legal fees) arising out of or in connection with: (a) your use of the Site or Services (except where such use has been authorised in the proper performance of your duties (if you are an Employee)); (b) your breach of any provision of the Terms of Use and where applicable, the Additional Terms; (c) any Commentary that you have posted on the Site; or (d) your violation of any rights of another person or entity. This indemnity is a continuing obligation, constitutes a separate and independent obligation of the party giving the indemnity and will survive the termination or expiry of these Terms of Use.

These Terms of Use are effective upon the date you first access or use the Services and shall continue until terminated by you or Mindsprint. You may terminate these Terms of Use by closing your account with us (where applicable), by sending a written request to close the account via email to DigitalPMO@Mindsprintnet.com and ceasing to use the Service. If you create another account with us, or use our Services again, you are consenting to these Terms of Use.

We may terminate these Terms of Use at any time for any reason by providing you with notice. We may suspend your account with us (where applicable) and your ability to use the Services or terminate these Terms of Use if:

we determine in our sole discretion that you pose a risk of fraud or credit risk;

determine in our sole discretion that you have used the Services in a prohibited manner or otherwise do not comply with any of the provisions of these Terms of Use; or

any Applicable Law or governmental or regulatory authority requires us to do so.

Without prejudice to section 2 of the Terms of Use, and without limiting any other rights or remedies, upon the expiry or termination of these Terms of Use including the Additional Terms:

all licenses and permissions granted by us under these Terms of Use and any Additional Terms shall immediately terminate;

Mindsprint may suspend and/or withdraw any passwords and access to the Site, including access to the applicable levels of access previously granted;

we will not be liable to you for any compensation, reimbursement or damages related to your use of the Services or any termination or suspension of the Services or the deletion of your information or account data; and

sections 8 (Reliance on information posted), 10 (Compatibility), 11 (Our liability), 12 (Termination), 18 (Jurisdiction and applicable law) and 22 (Miscellaneous – rights of third parties) of the Terms of Use and any other terms of these Terms of Use which expressly or by implication have effect after expiry or termination shall continue in full force and effect.

We process, store and share information about you in accordance with our Privacy Statement or applicable privacy policies of your employer entity, available from your local HR team on request (if you are an Employee). By using our Site or Services, you consent to such use in accordance with our Privacy Statement and you warrant that all data provided by you is accurate. You also consent to our use of Cookies (where applicable) in accordance with our Cookie Policy.

If you are provided with access to (or are providing Mindsprint with access to) any Personal Data of any third-party in connection with your access to any Site and/or Service, you agree to comply with the Data Sharing Terms at Annex A.

You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack.

We will report any breach of this provision to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site and Services will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Site or to your downloading of any material posted on it, or on any website linked to it.

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy set out at Annex B.

If you wish to make any use of material on our Site other than that set out above, please address your request to DigitalPMO@Mindsprintnet.com.

Where our Site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. As we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources and are not responsible or liable for any content, advertising, information, products, services or other materials on or available from such sites or resources.

Subject to section 19, the Singapore courts will have non-exclusive jurisdiction over any claim arising from, or related to, a visit to our Site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. These Terms of Use inclusive of any applicable Additional Terms are governed by Singapore law.

If any dispute arises with Mindsprint under or in relation to these Terms of Use it shall first be referred to Mindsprint. If the parties are unable to resolve the dispute within 20 days of referral, then such dispute shall be referred to and finally resolved by arbitration in Singapore in accordance with the SIAC Rules for the time being in force which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of 1 arbitrator to be jointly appointed by the parties and in the event that the parties fail to agree on the appointment, by the President of the Court of Arbitration of the SIAC. The language of the arbitration shall be English. Nothing in this clause prevents a party from seeking urgent or similar interim relief from a court of competent jurisdiction.

All trade marks, service marks, trade names and logos used and displayed on the Site ("Trade marks") are registered and unregistered trademarks of us or third parties. Except as expressly provided in these Terms of Use, nothing on the Site and in these Terms of Use shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a meta tag or as a “hot” link to any other website) any Trademarks displayed on the Services, without our written permission or that of any other applicable trademark owner.

We may revise these Terms of Use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these Terms of Use may also be superseded by provisions or notices published elsewhere on our Site. We may provide you with notice of any changes through the Site, via email, or through other means. Your use of the Services after a change has taken effect constitutes your acceptance of the terms of the modified Terms of Use. You can find out when these Terms of Use were last changed by checking the “Last Updated” date at the bottom of these Terms of Use.

Any terms or conditions that are contained in any purchase order or in any other document that is issued by you or in correspondence or documents passing between Mindsprint and you will have no effect, and will not affect any agreement between the parties, even if Mindsprint has had notice of those terms or conditions and do not constitute an offer or a counter-offer by Mindsprint.

If any part of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant terms shall be deemed deleted. Any modification to or deletion of a term under this section shall not affect the validity and enforceability of the rest of these Terms of Use, except as expressly stated.

Our failure or delay to exercise or enforce any right or remedy provided in these Terms of Use or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms of Use or by law shall prevent or restrict the further exercise of that or any other right or remedy. Any waiver of any provision of these Terms of Use will be effective only if in writing signed by us or our authorised representative.

These Terms of Use will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns. No one other than the parties, their successors and permitted assigns, shall have any right to enforce any of these Terms of Use.

You may not assign these Terms of Use, any rights or licences granted in these Terms of Use, or operation of your account with Mindsprint to others without our prior written consent. We may assign these Terms of Use without your consent or any other restriction.

Except as provided in sections 10 (Compatibility) and 11 (Our liability), a person who is not a party to these Terms of Use may not enforce any of its provisions under Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore). The consent of each of the entities identified in sections 10 and 11 is not necessary for any variation (including any release or compromise in whole or in part of any liability) or termination of these Terms of Use or any one or more clauses of it.

Neither party will be liable for any delays in processing or other non-performance caused by telecommunications, utility, failures, or equipment failures; labour strife, riots, war, or terrorist attacks; non-performance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control.

Except as expressly stated in these Terms of Use, nothing in these Terms of Use serves to establish a partnership, joint venture, or other agency relationship between you and us. Neither you nor we have the ability to bind the other party to any contract or obligation, and neither party will represent that you or we have such an ability.

These Terms of Use and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Mindsprint for provision and use of the Site and Services. Except where expressly stated otherwise in writing executed between you and Mindsprint, these Terms of Use will prevail over any conflicting policy or agreement for the provision or use of the Site and Services.

If you have any concerns about material which appears on our Site, please contact DigitalPMO@Mindsprintnet.com.

We shall provide all notices to you at the email address or physical address that you have provided to us. You are solely responsible for keeping that information current with us. You hereby agree that all agreements, notices, disclosures, and other communications that we provide electronically to you satisfy any legal requirement that such communications be in writing.

Thank you for visiting our Site - Last Updated : 15 Mar 2022 - Version 1

ANNEX A – ADDITIONAL TERMS

DATA SHARING TERMS

If you are provided with access to (or are providing Mindsprint with access to) any Individual Data in connection with your access to any Site or permitted use of any Content, you agree to be bound by these additional terms and conditions ("Data Sharing Terms"), which are incorporated by reference into the Terms of Use.  Capitalised terms used but not defined herein shall have the meanings given to them in the Terms of Use. Please read these Data Sharing Terms carefully.

1. You may have entered into or may subsequently enter into separate written agreements with Mindsprint under which Mindsprint has agreed or will agree to grant you access to Personal Data ("Data Sharing Agreement").  In the event, and to the extent only, of any conflict between these Terms of Use, the Privacy Statement and any Data Sharing Agreement, the terms of the Terms of Use will prevail, subject to applicable privacy laws.

2. The Terms of Use, these Data Sharing Terms and those terms set out in any Data Sharing Agreement apply to the exclusion of any other terms that you seek to impose or incorporate, whether by purchase order, by correspondence passing between the parties or otherwise, or which are implied by trade, custom, practice or course of dealing.

3. In these Data Sharing Terms the following words and phrases shall have the following meanings, unless inconsistent with the context or as otherwise specified:

"Data Protection Legislation" means all laws, rules, regulations, directives and governmental requirements relating in any way to the privacy, confidentiality, security, integrity and protection of Personal Data in force from time to time in those parts of the world in which the parties operate and/or Process Personal Data (either directly or through a third party);

"Data Controller", "Personal Data" and "Process/Processing" shall be interpreted in accordance with applicable Data Protection Legislation; and

"Individual Data" means any and all Personal Data relating to the data subjects as provided by Mindsprint, whether on or through the Site or otherwise, including non-Personal Data that may, in combination with any other data made available on the Site, amount to Personal Data.

“parties” means you and Mindsprint and “party” means either you or Mindsprint, as the context so requires.

“SCC” means the European Commission’s standard contractual clauses for the transfer of Personal Data from the European Union to processors established in third countries (Data Controller-to-Processor transfers), as set out in the Annex to Commission Decision 2010/87/EU.

4. Mindsprint shall retain ownership of Individual Data shared with you regardless of the right to access and use granted to you and you shall not use Individual Data without Mindsprint’s express written permission or in a manner inconsistent with any such permission granted to you. Further, when using Personal Data and/or Mindsprint Data, you shall clearly attribute the source of such Personal Data and/or Mindsprint Data if requested by Mindsprint in a manner approved by Mindsprint.

5. You acknowledge and agree that the consent obtained from data subjects providing Individual Data (as applicable), this Terms of Use, and any applicable Data Sharing Agreement shall govern your use of Individual Data provided to you through or in relation to the Site (“Permitted Use”).

6. You shall undertake to procure all necessary consents from the relevant data subjects and Mindsprint for use of Individual Data by you for purposes beyond the current Permitted Use. If you wish to confirm whether a proposed use is a Permitted Use or wish to obtain additional consents, you may contact us and inquire accordingly.

7. You acknowledge that the Individual Data has been collected in a lawful manner in accordance with applicable Data Protection Legislation, Mindsprint’s Privacy Statement and any personal information collection notice provided to data subjects, a copy of which shall be provided to you upon request.

8. For the purposes of these Data Sharing Terms, you and Mindsprint act as independent Data Controllers in relation to the Individual Data they Process in the course of the performance of their obligations under the Terms of Use and any Data Sharing Agreement (including without limitation, accessing, using or otherwise Processing Individual Data made available on the Site) and each shall comply with its respective obligations under applicable Data Protection Legislation in relation thereto and shall procure all necessary consents from the relevant data subjects for each Data Controller to use that Individual Data as contemplated in the Terms of Use and the Data Sharing Agreement.

9. Each party acknowledges, as independent Data Controllers, that they may respectively use third party Processors to process Personal Data in connection with the Permitted Use. In doing so, you shall comply with Mindsprint’s Privacy Statement and will ensure that any third party Processors, authorised by you to process any Individual Data are subject to appropriate confidentiality obligations, will comply with their obligations as Processors under applicable Data Protection Legislation and will promptly notify you (who shall promptly notify Mindsprint) in the event of a data breach.

10. Each party shall promptly provide the other party such reasonable cooperation, information and assistance as required from time to time to enable such other party to comply with its obligations under applicable Data Protection Legislation.

11. The parties shall not knowingly perform their obligations under these Data Sharing Terms in such a way as to cause the other party to breach any of its obligations under applicable Data Protection Legislation.

12. Each party shall at all times have in place appropriate technical and organisational security measures so that Individual Data is protected against unauthorised or unlawful processing and against accidental loss, destruction or damage.

13. If any party is provided with anonymised Individual Data, that party will not attempt to reverse-engineer, recreate, combine with any other dataset, or otherwise reidentify any data subject from the anonymized Individual Data.

14. Where you are established in the United Kingdom or the European Union or are otherwise bound by the General Data Protection Regulation 2016/679 (GDPR), you will not (and will not permit your contracted Processors to) transfer or otherwise process Individual Data outside the European Economic Area (EEA) unless it complies with section 9 above, the GDPR and any other applicable Data Protection Legislation.

15. If any Individual Data transfer between Mindsprint and you legally requires execution of SCC in order for Mindsprint or you to comply with applicable Data Protection Legislation, the parties will complete and execute the SCC and take all other actions required to legitimise the transfer.

16. Each party will be liable to the other party for damages it causes by any breach of these Data Sharing Terms. Liability as between the parties is limited to actual damages suffered. Indirect or consequential losses, loss of profits, loss of reputation and punitive damages are specifically excluded. Each party will be liable to data subjects for damages it causes by any breach of third-party rights under these Data Sharing Terms.

17. Without prejudice to any rights that have accrued under these Data Sharing Terms or any of its rights or remedies, either party may terminate these Data Sharing Terms with immediate effect by giving written notice to the other party if the other party commits a breach of these Data Sharing Terms.

18. These Data Sharing Terms shall otherwise continue in full force and effect until expiry or termination of any relevant Data Sharing Agreement or access to the Site or permission to use any Content pursuant to these Terms of Use is withdrawn or terminated, whichever is the latter. Termination of these Data Sharing Terms shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.  Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination of this Annex A shall remain in full force and effect.

19. No waiver of any breach of any provision of these Data Sharing Terms or performance obligations hereunder shall be effective unless specifically made in writing.

ANNEX B – ACCEPTABLE USE POLICY

This Acceptable Use Policy is incorporated by reference into the Terms of Use and sets out the terms between you and Mindsprint under which you may access the Site or use any Content. This Acceptable Use Policy applies to all users and visitors of the Site. Your use of the Site means that you accept and agree to abide by all the policies in this Acceptable Use Policy.

1. PROHIBITED USES

You may use the Site only for lawful purposes.

You may not use our site:

In any way that breaches any applicable local, national or international law or regulation;

In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;

For the purpose of harming or attempting to harm minors, or any individual, in any way;

To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards;

To transmit or procure the sending of any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or

To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer hardware or software.

You also may not:

Reproduce, duplicate, copy or re-sell any part of the Site in contravention of the Site’s Terms of Use; or

Access without authority, interfere with, damage or disrupt: (i) any part of the Site; (ii) any equipment or network on which the Site is stored; (iii) any software used in the provision of the Site; or (iv) any equipment or network or software owned or used by any third party.

2. CONTENT STANDARDS

These content standards apply to any and all material which you send through or contribute to the Site (the “Contributions”), and to any interactive services associated with it.  You must comply with the spirit of the following standards as well as the letter and these standards apply to each part of any Contribution as well as to its whole.

Contributions must:

Be genuine and well-intentioned;

Be accurate (where they state facts);

Be genuinely held (where they state opinions); and

Comply with Applicable Law.

Contributions must not:

Contain any material which is defamatory of any person;

Contain any material which is obscene, offensive, hateful or inflammatory;

Promote sexually explicit material;

Promote violence;

Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

Infringe any copyright, database right, trade mark or any other intellectual property right of any other person;

Be likely to deceive any person;

Be made in breach of any legal duty owed to a third party;

Promote any illegal activity;

Be threatening, abusive or invade another person’s privacy, cause annoyance, inconvenience or needless anxiety, or place (or potentially place) any individual in physical danger or harm;

Be likely to insult, harass, upset, embarrass, alarm or annoy any other person;

Be used to impersonate any person or to misrepresent your identity or affiliate with any person;

Give the impression that they emanate from us if it is not the case;

Refer to or promote any third party companies or products;

Make any endorsements;

Offer to sell or buy any goods or services; or

Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

3. SUSPENSION AND TERMINATION

We will determine, in our discretion, whether there has been a breach of this Acceptable Use Policy through your use of the Site. When a breach of this Acceptable Use Policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this Acceptable Use Policy constitutes a material breach of the Site’s Terms of Use and may result in our taking all or any of the following actions:

Immediate, temporary or permanent withdrawal of your right to use the Site;

Immediate, temporary or permanent removal of any posting or material uploaded by you to the Site;

Issue a warning to you;

Commence legal proceedings against you for reimbursement of all costs, damages and losses on an indemnity basis (including reasonable administrative and legal costs) resulting from the breach;

Take further legal action against you; and/or

Disclose such information to law enforcement authorities as we may deem necessary.

We exclude all liability, to the extent permitted by law, for actions taken in response to breaches of this Acceptable Use Policy. The responses described in the Acceptable Use Policy are not limited, and we may take any other action as we reasonably deem appropriate.

4. CHANGES TO THE ACCEPTABLE USE POLICY

We may revise this Acceptable Use Policy at any time. It is your responsibility to periodically review this Acceptable Use Policy for any updates, which shall come into effect upon publication. Some of the provisions contained in this Acceptable Use Policy may also be superseded by provisions or notices published elsewhere on the Site.