1.1) These Terms and Conditions apply to OpenNodes’s (“OPENNODES”) website located at opennodes.com and all associated websites linked to opennodes.com (collectively the “Sites”). The Sites are owned and operated by OPENNODES.
1.2) By accessing and using any part of the Sites including any services provided thereunder (the “Services”), you unconditionally agree and accept to be legally bound by these Terms and Conditions and all other operating rules, policies and procedures that may be published (the “Operating Rules and Policies”) from time to time on the Sites by OPENNODES, each of which is incorporated by reference and each of which may be amended and varied from time to time without notice to you. It is your responsibility to check these Terms and Conditions and the Operating Rules and Policies periodically for changes. If you do not agree to these Terms and Conditions and the Operating Rules and Policies, please do not access the Sites or use any of the Services provided thereunder.
Registration and account security
3.1) Certain of the Services offered on the Sites may require you to register for an account (“Account”). You agree to provide complete, accurate and current information of yourself when registering for an Account. You agree that you shall not when registering for an Account:
- select or use as a username a name of another person with the intent to impersonate that person;
- use as a username, a name subject to any rights of a person other than you without proper authorisation; or
- use as a username, a name that is otherwise offensive, vulgar or obscene.
3.3) Each registration is for a single user only. You are not allowed to share your registration login credentials or give your login credentials to anyone else. We may cancel or suspend your access to the Services if you share your login credentials.
4. Fees and Subscription
4.1) You agree to pay OPENNODES any and all fees applicable to your subscription to any of the Services (“Fees”) and any other applicable fees charged by OPENNODES from time to time in connection with the provision or use of the Services.
4.2) We reserve the right to change our Fees (including adding new Fees) from time to time, which shall be stated on the Site and which shall be binding on you if you continue to maintain or use the Services after the effective date for imposing the revised Fees.
4.3) You may cancel your subscription at any time. For a cancellation to be effective for your next subscription cycle, it must be received at least 7 days prior to the end of your then-current subscription cycle. To cancel a subscription, email [email protected] with “Cancel Subscription” in the subject line. Following any cancellation, you will continue to have access to your subscription through the end of your current prepaid billing period.
4.4) The Fees (including the fee for your subscription to the Services and any other fees) charged by OPENNODES shall be payable in advance and are strictly non-refundable.
4.5) You acknowledge that third-party companies may be used by OPENNODES as the payments gateway to receive Fees for the use of Services. OPENNODES exercises no authority or control over such parties, and is not responsible for error by such parties. In addition to these terms, you agree to comply with the User Agreement governing your use of the payment gateway’s services which are governed by their respective User Terms of Service.
5.1) For the purposes of these Terms and Conditions, the term “Content” includes, without limitation, information, data, text, artworks, photographs, videos, audio clips, music, written posts, articles, comments, logos, trademarks, software, scripts, graphics, designs, user interfaces, visual interfaces and interactive features generated, provided, or otherwise made accessible on the Sites or through the Services. Content shall also include all User Content (as defined below).
5.2) For the purposes of these Terms and Conditions, the term “User Content” shall include all Content added, created, uploaded, submitted, distributed, or posted to the Sites through the Services by users of the Sites and Services, whether publicly posted or privately transmitted.
5.3) You agree not to scrape, frame or display the Content on another website, app, blog, product or service, unless expressly permitted by OPENNODES. The scraping, framing or in-line linking to the Services or any Content and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any Content made available on or through the Services other than as expressly authorized by us is prohibited.
5.4) You further agree to abide by exclusionary protocols (e.g., Automated Content Access Protocol (ACAP), Robots.txt, etc.) that may be used in connection with the Services. You may not access parts of the Services to which you are not authorized, or attempt to circumvent any restrictions imposed on your use or access of the Services.
5.5) You agree not to rearrange or modify the Content available through our Service. You agree not to create any derivative work based on or containing the Content to modify the Content available through our Service.
6. Links to the Sites and other websites
6.1) Any website or other device that links to the Sites is prohibited from:
- replicating the Content of the Sites;
- using a browser or border environment around the Content;
- implying that OPENNODES or OPENNODES’s affiliates are endorsing it or its products and services;
- misrepresenting any state of facts including its relationship with OPENNODES or any of its affiliates; and
- using any mark or logo of OPENNODES or its affiliates without the express consent of OPENNODES.
6.2) Unless otherwise agreed upon in writing by you and OPENNODES, you may not use any third party platforms, other than your own website or your own social media pages, to link or to distribute the Content.
6.3) The Sites may contain web links to other third party websites. We do not monitor or review the content of such third party websites. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by OPENNODES and OPENNODES should not be regarded as the publisher of such opinions or material. You acknowledge and agree that OPENNODES shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use or reliance of the content, goods and services made available on or through such third party websites.
7. Intellectual property rights to Content and Services
7.1) All Content and Services found on the Sites, including but not limited to the software, design, structure, selection, coordination, expression and arrangement of such Content and Services is owned, controlled or licensed by or to OPENNODES and is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. You also agree not to display or use in any manner OPENNODES’s marks or logos without the express consent of OPENNODES.
7.2) Subject to these Terms and Conditions, OPENNODES grants each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) the Content, to the extent we hold such rights, solely for the purposes of using the Services. Any other use, reproduction, modification, distribution or storage of the Content other than for the purposes of using the Services is expressly prohibited without the written consent of OPENNODES. You are prohibited to sell, license, rent, or otherwise use or exploit any of the Content for commercial purposes or in any way that infringes the rights of OPENNODES or others.
7.3) In connection with your use of the Services, OPENNODES may send you emails on the Services and other information. You may opt not to receive such emails.
8. Content submitted or uploaded to the Sites
8.1) OPENNODES does not claim ownership of the Content you submit or make available (i.e User Content) when using the Services provided under the Sites. However, you agree to grant OPENNODES, its affiliates and its successors and assigns a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sub-licensable and transferable license (the “License”) to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit such User Content.
8.2) For the avoidance of doubt, the License granted to OPENNODES shall include the right to distribute, display, perform and otherwise use such User Content in connection with any material provided to OPENNODES by OPENNODES’s sponsors (the “OPENNODES Sponsors”), and you shall not be entitled to any remuneration for such use
8.3) You agree to grant each user of the Sites and/or the Services a non-exclusive, perpetual, royalty-free and fully paid license (the “Personal License”) to access your User Content through the Sites and/or the Services, solely for their personal use. For the avoidance of doubt, the Personal License granted to such users do not affect your ownership rights and your right to grant additional licenses over your User Content.
8.4) You represent and warrant that:
- all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations; and
- you have all rights to grant such Licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
9.1) OPENNODES does not promise or makes any guarantee about the availability of the Content and Services on the Sites or that the Content and Services on the Sites will be error-free or uninterrupted, free of viruses or malware, or that any defects will be corrected or that your use of the Sites and Services will provide specific results that meet your needs.
9.2) OPENNODES reserves the right to remove, edit, modify or otherwise manipulate any Content and to remove or block any Content from the Services without notice to you for any reason or for no reason at all.
10. Disclosure and Termination
10.1) You acknowledge and agree that OPENNODES may access, preserve and disclose your Account information if required to do so by law or in good faith that such access, preservation or disclosure is reasonably necessary to:
- enforce these Terms and Conditions;
- respond to claims that your User Content infringes the rights of others;
- protect the rights, property or personal safety of OPENNODES’s employees, the users of the Sites and Services and the public; or
- comply with any applicable law, regulation or legal process.
10.2) You may terminate your Account and access to the Services by submitting such termination request to OPENNODES to the following email address, [email protected]
10.3) You agree that OPENNODES may, in its sole discretion and without prior notice terminate, limit your access or suspend your Account if it is of the opinion that you have infringed these Terms and Conditions or any applicable law or regulations.
11. Limitation of liability
To the fullest extent permitted by applicable law, in no event shall OPENNODES (or its directors, employees, agents, partners or content providers) be liable for (i) any indirect, incidental, special or consequential damages, including but not limited to costs of procurement of substitute products or services, loss of profits or revenue, or loss of data or use, incurred by you or any third party, whether in an action in contract or tort or otherwise, even if it has been advised of the possibility of such damages or (ii) for any direct damages exceeding S$500.00.
You agree to indemnify, defend and hold OPENNODES, its affiliates and their respective representatives harmless from and against any and all loss, damage, liability, suits, actions, proceedings, demands, damages, judgments, liabilities, claims, and expenses (including, without limitation, reasonable attorneys’ fees, expert fees and court costs and the costs of investigation and defence and settlement awards) relating to, arising from, or in connection with your use of the Content and/or Services on the Sites.
If any provision of these Terms and Conditions is determined to be invalid, illegal or unenforceable, the remaining provisions of these Terms and Conditions shall remain in full force.
No term or provision of these Terms and Conditions shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.
15. Entire Agreement
The Terms and Conditions constitutes the entire agreement between the OPENNODES and you in relation to the use of the Sites and Services referred to herein. You may be subject to additional terms and conditions that may apply when you use the Services.
16. Governing law
These Terms and Conditions and any disputes, controversy or claim arising out of or in connection therewith shall be governed by and construed in accordance with Singapore law and OPENNODES and you hereby submit to the non-exclusive jurisdiction of the courts of Singapore.
17. Feedback and queries
OPENNODES welcomes feedback on the Sites and the Services it provides. You may send your feedback or queries via phone, email or post, details of which can be found on our About Page at opennodes.com.