Terms of service

This Online Agreement (the "Agreement") is entered into by and between Rex Systems International Pte Ltd ("PROPSAGE"), a Singapore company with offices at 20 Maxwell Road #09-13, Singapore 069113 and the entity agreeing to these terms ("Customer") as set out in this proposal. This Agreement governs Customer's access to and use of the Services.

1. Services

   1. Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where PROPSAGE stores and processes its own information of a similar type. PROPSAGE has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data protect against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized access to or use of Customer Data. As part of providing the Services PROPSAGE may transfer, store and process Customer Data in the Singapore or any other country in which PROPSAGE or its agents maintain facilities. By using the Services Customer consents to this transfer processing and storage of Customer Data
   2. Modifications. PROPSAGE may make commercially reasonable changes to the Services from time to time. If PROPSAGE makes a material change to the Services PROPSAGE will inform Customer provided that Customer has subscribed with PROPSAGE to be informed about such change

2. Customer Obligations

   1. Compliance. Customer will use the Services in accordance with the Acceptable Use Policy. PROPSAGE may make new applications features or functionality available from time to time through the Services the use of which may be contingent upon Customer’s agreement to additional terms. Customer agrees that its use of the Domain Service is subject to its compliance with the Domain Service Terms.
   2. Aliases. Customer is solely responsible for monitoring responding to and otherwise processing emails sent to the "abuse" and "postmaster" aliases for Customer Domain Names but PROPSAGE may monitor emails sent to these aliases for Customer Domain Names to allow PROPSAGE to identify Services abuse.
   3. Customer Administration of the Services. Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that PROPSAGE's responsibilities do not extend to the internal management or administration of the Services for Customer and that PROPSAGE is merely a data-processor.
   4. End User Consent. Customer's Administrators may have the ability to access monitor use or disclose data available to End Users within the End User Accounts. Customer will obtain and maintain all required consents from End Users to allow: (i) Customer's access monitoring use and disclosure of this data and PROPSAGE providing Customer with the ability to do so and (ii) PROPSAGE to provide the Services.
   5. Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify PROPSAGE of any unauthorized use of or access to the Services of which it becomes aware.
   6. Restrictions on Use. Unless PROPSAGE specifically agrees in writing Customer will not and will use commercially reasonable efforts to make sure a third party does not: (a) sell resell lease or the functional equivalent the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of or access to the Services; (d) use the Services for High Risk Activities; or (e) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws.
   7. Third Party Requests. Customer is responsible for responding to Third Party Requests. PROPSAGE will to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer's reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with the information or tools required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own and will contact PROPSAGE only if it cannot reasonably obtain such information.

3. Payment

   1. Payment. All payments due are in Singapore dollars unless otherwise indicated on the Order Page or invoice

      1. Credit Card Orders. Fees for Credit Card orders are due immediately upon order placement. PROPSAGE will bill the credit card provided via the Order Page for all applicable Fees when due. If credit card authorizations or charge attempts are declined PROPSAGE may immediately disable or cancel the Services in its sole discretion
      2. Invoice Orders. Fees for orders where PROPSAGE issues an invoice are due upon Customer's receipt of the invoice and are considered delinquent thirty days after the date of the applicable invoice.
   2. Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by PROPSAGE in collecting such delinquent amounts except where such delinquent amounts are due to PROPSAGE's billing inaccuracies.
   3. Taxes. Customer is responsible for any Taxes and Customer will pay PROPSAGE for the Services without any reduction for Taxes. If PROPSAGE is obligated to collect or pay Taxes the Taxes will be invoiced to Customer unless Customer provides PROPSAGE with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to PROPSAGE Customer must provide PROPSAGE with an official tax receipt or other appropriate documentation to support such payments.

4. Technical Support Services

   1. By Customer. Customer will at its own expense respond to questions and complaints from End Users or third parties relating to Customer's or End Users use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to PROPSAGE.
   2. By PROPSAGE. If Customer cannot resolve a support issue consistent with the above then Customer may escalate the issue to PROPSAGE in accordance with the TSS Guidelines. PROPSAGE will provide TSS to Customer in accordance with the TSS Guidelines.

5. Suspension

   1. Of End User Accounts by PROPSAGE. If PROPSAGE becomes aware of an End User's violation of the Agreement then PROPSAGE may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with PROPSAGE's request to Suspend an End User Account then PROPSAGE may do so. The duration of any Suspension by PROPSAGE will be until the applicable End User has cured the breach which caused the Suspension.
   2. Emergency Security Issues. Notwithstanding the foregoing if there is an Emergency Security Issue then PROPSAGE may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If PROPSAGE suspends an End User Account for any reason without prior notice to Customer at Customer's request PROPSAGE will provide Customer the reason for the Suspension as soon as is reasonably possible.

6. Confidential Information

   1. Obligations. Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information except to Affiliates employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates employees and agents in violation of this Section.
   2. Exceptions. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
   3. Required Disclosure. Each party may disclose the other party's Confidential Information when required by law but only after it if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

7. Intellectual Property Rights; Brand Features.

   1. Intellectual Property Rights. Except as expressly set forth herein this Agreement does not grant either party any rights implied or otherwise to the other's content or any of the other's intellectual property. As between the parties Customer owns all Intellectual Property Rights in Customer Data. PROPSAGE owns all Intellectual Property Rights in the Services and Transaction Data

8. Publicity.

   1. Neither party may make any public statement regarding the relationship contemplated by this Agreement without the other party's prior written consent.

9. Representations Warranties and Disclaimers.

   1. Representations and Warranties. Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Services as applicable (including applicable security breach notification law). PROPSAGE warrants that it will provide the Services in accordance with the applicable SLA.
   2. Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND WHETHER EXPRESS IMPLIED STATUTORY OR OTHERWISE INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. PROPSAGE MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS INCLUDING EMERGENCY SERVICES CALLS OVER PUBLICLY SWITCHED TELEPHONE NETWORKS.

10. Terms

    1. Agreement Term. This Agreement will remain in effect for the Term.
    2. Services Term and Purchases During Services Term. PROPSAGE will provide the Services to Customer during the Services Term. Unless the parties agree otherwise in writing' End User Accounts purchased during any Services Term will have a prorated term ending on the last day of that Services Term
    3. Auto-Renewal. At the end of each Services Term the Services (and all End User Accounts previously purchased) will automatically renew for an additional Services Term of twelve months by default. Customer will pay PROPSAGE the then-current yearly Fees for each renewed End User Account unless Customer and PROPSAGE mutually agree otherwise. Customer may alter the number of End User Accounts to be renewed by communicating the appropriate number of accounts to be renewed to PROPSAGE via the Admin Console. If PROPSAGE does not want the Services to renew then it will provide Customer written notice to this effect at least fifteen days prior to the end of the then current Services Term. This notice of non renewal will be effective upon the conclusion of the then current Services Term.
    4. Disabling Automatic Renewal. Customer may disable the automatic renewal option via the Admin Console. If Customer disables this automatic renewal setting Customer's End User Accounts will terminate upon the conclusion of the then current term. PROPSAGE may re-enable the automatic renewal setting on Customer's behalf if Customer reduces or modifies the number of End User Accounts scheduled for renewal via the Admin Console.
    5. Requesting End User Accounts. Customer may request End User Accounts by: (i) notifying its designated PROPSAGE Account Manager; or (ii) ordering End User Accounts via the Admin Console.
    6. Revising Rates. PROPSAGE may revise its rates for the following Services Term by providing Customer written notice (which may be by email) at least thirty days prior to the start of the following Services Term.

11. Termination

    1. Termination for Breach. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
    2. Effects of Termination. If this Agreement terminates then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (ii) PROPSAGE will provide Customer access to and the ability to export the Customer Data for a commercially reasonable period of time at PROPSAGE's then-current rates for the applicable Services; (iii) after a commercially reasonable period of time PROPSAGE will delete Customer Data by removing pointers to it on PROPSAGE's active and replication servers and overwriting it over time; and (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party

12. Indemnification

    1. By Customer. Customer will indemnify defend and hold harmless PROPSAGE from and against all liabilities damages and costs (including settlement costs and reasonable attorneys fees) arising out of a third party claim: (i) regarding Customer Data or Customer Domain Names; (ii) that Customer Brand Features infringe or misappropriate any patent copyright trade secret or trademark of a third party; or (iii) regarding Customer's use of the Services in violation of the Acceptable Use Policy.

    2. Possible Infringement.

       1. Repair Replace or Modify. If PROPSAGE reasonably believes the Services infringe a third party's Intellectual Property Rights then PROPSAGE will: (a) obtain the right for Customer at PROPSAGE's expense to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe.
       2. Suspension or Termination. If PROPSAGE does not believe the foregoing options are commercially reasonable then PROPSAGE may suspend or terminate Customer's use of the impacted Services. If PROPSAGE terminates the impacted Services then PROPSAGE will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of such Services.
    3. General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

13. Limitation of Liabilities

    1. Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT SPECIAL INCIDENTAL CONSEQUENTIAL EXEMPLARY OR PUNITIVE DAMAGES EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
    2. Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO PROPSAGE HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
    3. Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations violations of a party's Intellectual Property Rights by the other party or indemnification obligations.

14. Miscellaneous

    1. Notices. Unless specified otherwise herein (a) all notices must be in writing and addressed to the attention of the other party's legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier overnight courier or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.
    2. Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party except to an Affiliate but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.
    3. Change of Control. Upon a change of control (for example through a stock purchase or sale merger or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).
    4. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example natural disaster act of war or terrorism riot labor condition governmental action and Internet disturbance) that was beyond the party's reasonable control.
    5. No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
    6. Severability. If any provision of this Agreement is found unenforceable the balance of the Agreement will remain in full force and effect.
    7. No Agency. The parties are independent contractors and this Agreement does not create an agency partnership or joint venture.
    8. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
    9. Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
    10. Governing Law. This Agreement is governed by the laws of the Republic of Singapore
    11. Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.
    12. Survival. The following sections will survive expiration or termination of this Agreement: Section 3, 6, 7.1, 11.2, 12, 13, 14 and 15.
    13. Entire Agreement. This Agreement and all documents referenced herein is the parties entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.
    14. Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement the documents will control in the following order: the Order Page the Agreement and the terms located at any URL. If Customer signs a physical agreement with PROPSAGE to receive the Services the physical agreement will override this online Agreement.
    15. Counterparts. The parties may enter into this Agreement in counterparts including facsimile PDF or other electronic copies which taken together will constitute one instrument.

15. Definition

    • "Acceptable Use Policy" means the acceptable use policy for the Services  or such other URL as PROPSAGE may provide. Use of the Services is subject to this acceptable use policy ("AUP").If not defined here, capitalized terms have the meaning stated in the applicable contract ("Agreement") between customer, reseller or other authorized user ("You") and PROPSAGE. You agree not to, and not to allow third parties or Your End Users, to use the Services:
      • to generate or facilitate unsolicited bulk commercial email;
      • to violate, or encourage the violation of, the legal rights of others;
      • for any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
      • to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
      • to interfere with the use of the Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorized users;
      • to alter, disable, interfere with or circumvent any aspect of the Services;
      • to test or reverse-engineer the Services in order to find limitations, vulnerabilities or evade filtering capabilities; Your failure to comply with the AUP may result in suspension or termination, or both, of the Services pursuant to the Agreement.
    • "Account Manager" means the PROPSAGE business person working with Customer regarding Customer's purchase of the Services.
    • "Admin Account(s)" means the administrative account(s) provided to Customer by PROPSAGE for the purpose of administering the Services. The use of the Admin Account(s) requires a password' which PROPSAGE will provide to Customer.
    • "Admin Console" means the online tool provided by PROPSAGE to Customer for use in reporting and certain other administration functions.
    • "Administrators" mean the Customer-designated technical personnel who administer the Services to End Users on Customer's behalf.
    • "Ads" means online advertisements displayed by PROPSAGE to End Users.
    • "Affiliate" means any entity that directly or indirectly controls is controlled by or is under common control with a party.
    • "Brand Features" means the trade names trademarks service marks logos domain names and other distinctive brand features of each party respectively as secured by such party from time to time.
    • "Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is Customer's Confidential Information.
    • "Customer Data" means data including email provided generated transmitted or displayed via the Services by Customer or End Users.
    • "Customer Domain Names" mean the domain names owned or controlled by Customer which will be used in connection with the Services and specified in the Order Page.
    • "Domain Service" means a service provided by PROPSAGE to Customer purely for Customer's convenience where Customer may through a PROPSAGE-provided interface register domain names through or transfer domain names to Registrar Partners (as defined in the Domain Service Terms).
    • "Emergency Security Issue" means either: (a) Customer's use of the Services in violation of the Acceptable Use Policy which could disrupt: (i) the Services; (ii) other customer's use of the Services; or (iii) the PROPSAGE network or servers used to provide the Services; or (b) unauthorized third party access to the Services.
    • "End Users" means the individuals Customer permits to use the Services.
    • "End User Account" means a PROPSAGE-hosted account established by Customer through the Services for an End User.
    • "Export Control Laws" means all applicable export and re-export control laws and regulations including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.
    • "Fees" means the amounts invoiced to Customer by PROPSAGE for the Services as described in an Order Page.
    • "Help Center" means the PROPSAGE help center accessible at http://help.propsage.com/ or other such URL as PROPSAGE may provide.
    • "High Risk Activities" means uses such as the operation of nuclear facilities air traffic control or life support systems where the use or failure of the Services could lead to death personal injury or environmental damage.
    • "Initial Services Term" means the term for the applicable Services beginning on the Service Commencement Date and continuing for twelve months.
    • "Intellectual Property Rights"means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law moral rights law and other similar rights.
    • "Notification Email Address" means the email address designated by Customer to receive email notifications from PROPSAGE. Customer may change this email address through the Admin Console.
    • "Order Page" means the online order page Customer completes in signing up for the Services and which contains: (i) the Services being ordered; (ii) Fees; (iii) number of and Initial Services Term for End User Accounts; (iv) a valid credit card; and (v) Customer Domain Names.
    • "Purchase Order" means a Customer issued purchase order.
    • "Property" refers to but not limited to any land, real estate, growing plants or the improvements on it, strata titled, subdivision.
    • "Service Commencement Date" is the date upon which PROPSAGE makes the Services available to Customer and will be within one week of PROPSAGE's receipt of the completed Order Page unless otherwise agreed by the parties.
    • "Service Pages" mean the web pages displaying the Services to End Users
    • "Services" means the PROPSAGE Services provided by PROPSAGE and used by Customer under this Agreement. The Services are as described here as follows: PROPSAGE is an integrated customer relationship manager system or other such URL as may be provided by PROPSAGE.
    • "Services Term" means the Initial Services Term and all renewal terms for the applicable Services.

    • "SLA" means the Service Level Agreement located here: During the Term of the applicable PROPSAGE Agreement (the "Agreement"), the PROPSAGE Covered Services web interface will be operational and available to Customer at least 99.1% of the time in any calendar month (the "PROPSAGE SLA"). If PROPSAGE does not meet the PROPSAGE SLA, and if Customer meets its obligations under this PROPSAGE SLA, Customer will be eligible to receive the Service Credits described below. This PROPSAGE SLA states Customer's sole and exclusive remedy for any failure by PROPSAGE to meet the PROPSAGE SLA. or such other URL as PROPSAGE may provide.

      Monthly Uptime Percentage	Days of Service added to the end of the Service term (or monetary credit equal to the value of days of service for monthly billing customers), at no charge to Customer
      < 99.9% - >= 99.0%	3
      < 99.0% - >= 95.0%	7
      < 95.0%	15

    • "Suspend" means the immediate disabling of access to the Services or components of the Services as applicable to prevent further use of the Services.
    • "Taxes" means any duties customs fees or taxes (other than PROPSAGE's income tax) associated with the sale of the Services including any related penalties or interest.
    • "Term" means the term of the Agreement which will begin on the Effective Date and continue until the earlier of (i) the end of the last Services Term or (ii) the Agreement is terminated as set forth herein.
    • "Third Party Request" means a request from a third party for records relating to an End User's use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena other valid legal order or written consent from the End User permitting the disclosure.
    • "Transaction Data" means data including address and property prices of property without Customer Data
    • "TSS" means the technical support services provided by PROPSAGE to the Administrators during the Term pursuant to the TSS Guidelines.