Antom Merchant Portal Membership Agreement – Except for ABA EEA Customers and ABA UK Customers
Antom Merchant Portal Membership Agreement – Except for ABA EEA Customers and ABA UK Customers
1. ACCEPTANCE OF TERMS
1.1 This agreement (“Agreement”) sets out the terms and conditions of your access to the Antom customer portal accessible via www.antom.com, or such replacement site notified to you from time to time, (“Antom Merchant Portal”) operated by AISG Labs Pte. Ltd. (“Antom”, “us” or “we”) through which you may access various services provided either by us or an affiliated entity. This Agreement is made between you and us for provision of the Antom Merchant Portal to you (the “Services”). You acknowledge that you have read this Agreement prior to your use of the Antom Merchant Portal. If you do not accept all of the terms and conditions, please do not continue with the registration process.
1.2 We may amend this Agreement and other policies at any time by posting an updated version on the Antom Merchant Portal. The updated version of this Agreement and other policies we may post from time to time shall take effect immediately upon posting. Your continuous use of the Services constitutes confirmation that you agree to be bound by this Agreement and other policies we publish as may be amended from time to time.
2. REGISTRATION
2.1 You are responsible for providing accurate registration information and for keeping your registration information up to date in the event of changes. We may verify your registration information and such other information as deemed appropriate by us. You agree to provide all necessary information and render all reasonable assistance and cooperation that we may require in order to complete the verification. The information you provide will be used to determine if you are eligible to begin and/or continue to use the Services. We reserve the right to limit, suspend, or terminate your access to the Services in the event we are unable to obtain or verify your information.
3. USERNAME AND PASSWORD
3.1 You shall be solely responsible for: a) maintaining the confidentiality of your username and password; b) all transactions and activities that occur under your username and password; and c) any and all consequences of use or misuse of your username and password.
3.2 Your username and password are unique to your use of the Antom Merchant Portal and you shall not share, assign or permit the use of your username and password to other persons. You acknowledge that sharing of your username and password with other persons (“multiple uses”) may cause irreparable harm to us or our affiliates and you shall indemnify us or our affiliates against any loss or damages suffered by us or our affiliates as a result of such multiple uses. If other persons access the Antom Merchant Portal using your username and password, we will treat this as if you have authorized such use and you will be responsible for any transactions and fees incurred by such use. You undertake to notify us immediately of any unauthorized use of or access to the Antom Merchant Portal or any other breach of security.
3.3 If you are a business entity, you agree that all officers, employees, agents, representatives and others having access to the username and/or password have been duly authorized by you to access the Antom Merchant Portal on your behalf and to legally bind you. You shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by you, that access the Antom Merchant Portal using the business' user name and password.
4. SERVICES
We may also provide the following Services to You in connection with services and products that our business partners (the "Partners") may offer from time to time:
4.1. Partner Service and Information Display, Notification of Partner Services
We will display the product portal and service information on the relevant service pages of the Antom Merchant Portal in relation to certain products and services ("Partner Services") offered by its Partners. We may send notifications relating to the relevant Partner Services to You from time to time.
We may from time to time adjust or upgrade the relevant functions at any time due to system implementation costs, the requirements of the Partner and/or any updates or changes to the Partner Services. You are required to take note of the contents displayed on the relevant service pages as displayed by us, the Partners or our affiliates. We will not be responsible for any Partner Service should You choose to contract with the Partner. You must undertake independent assessment in deciding whether you want to subscribe to any Partner Service.
4.2 Information and Transaction Instructions Conveying
You will submit all required information and transaction instructions required for the Partner Services through Antom Merchant Portal, and consent to us disclosing any such required information and transaction instructions to the relevant Partner in connection with the Partner’s provision of Partner Services to you. You also agree that We may, from time to time, receive information and transaction instructions from the Partners and/or their affiliates, and convey such information to You, for the purpose of facilitating the provision of the Partner Services. You will submit the relevant information and transaction instructions through your registered account on Antom Merchant Portal or other means acceptable to us. You agree that, unless otherwise agreed or permitted by us, all instructions and their contents are irrevocable and cannot be modified, changed or cancelled once submitted.
4.3. Technical Services for Transaction Data Processing, Transmission and Presentation
We will receive, process, transmit (including but not limited to real-time API transmission and offline transmission) and display transaction data related to the Partner Services (including without limitation transaction history, account balances, transaction details and any other relevant information (collectively "Transaction Data") related to the Partner Services that You subscribe to in accordance with the relevant Partner's Service's terms and conditions.5. YOUR RESPONSIBILITIES
5.1 You acknowledge and agree that:
(a) Neither we nor any Partner is an agent, representative, intermediary, broker, or fiduciary of You or each other for any purpose, including in relation to the Partner Services. Neither we nor any Partner has the authority to bind the other.
(b) Antom does not assume any obligations or liabilities on behalf of any Partner or You in relation to any Partner Service.
(c) Antom does not guarantee or warrant the quality, performance, suitability, legality, or availability of any Partner Service.
(d) You are solely responsible for entering into, performing, and complying with any contracts, terms, conditions, or obligations with any Partner or any third party in relation to the Partner Services.
5.2 You will use the Antom Merchant Portal and the Services in good faith and in compliance with all applicable laws and regulations.
5.3 The information and material you provide in connection with the use of the Antom Merchant Portal is true, lawful and accurate, and is not false, misleading or deceptive.
5.4 You shall not use the Antom Merchant Portal to defraud us, our affiliates or other members or users, or Service Providers, or engage in other unlawful activities (including without limitation dealing in products or services prohibited by law).
5.54 You shall not use the Antom Merchant Portal for any illegal activities or in a manner that may result in complaints, disputes, claims, penalties or other liability to us, other users or third parties or may be regarded as an abuse of the Antom Merchant Portal.
5.6 If we, in our sole discretion, believe that you may have engaged in the above restricted activities, we may suspend or restrict your access to the Antom Merchant Portal, or terminate this Agreement and refuse to provide access to the Antom Merchant Portal to you. We may also place a hold on your balance in your account on the Antom Merchant Portal if reasonably needed to protect against the risk of liability, or take legal action against you.
6. PRIVACY AND TRANSACTION DATA PROCESSING AUHTORIZATION
6.1 The Privacy Policy posted from time to time on the Antom Merchant Portal sets out the ways we may collect, use, disclose, and manage your personal information in relation to your use of the Antom Merchant Portal and Services. You understand and acknowledge that, to the extent permitted by applicable law, any data you provide to us in connection with this Agreement may be shared with our affiliates in order to perform the obligations under this Agreement and for the purpose of providing you with Services and/or other related services.
6.2 In order to receive the Partner Services, You authorize us to receive, process, display the Transaction Data. You authorise us to use the Transaction Data for the purpose of improving the Services, conducting analytics, and providing personalized recommendations. The use of Transaction Data will be in compliance with applicable laws and regulations, and the Privacy Policy posted from time to time on Antom Merchant Portal.
7. LIMITATION OF SERVICE
Notwithstanding any limitations described elsewhere in this Agreement, we may establish general practices and limits concerning use of the Antom Merchant Portal. We reserve the right to change, suspend, or discontinue any aspect of the Antom Merchant Portal at any time, including hours of operation or availability of the Antom Merchant Portal or any Antom Merchant Portal feature, without notice and without liability. We also reserve the right to impose limits on certain Antom Merchant Portal features or restrict access to some or all of the Antom Merchant Portal features without notice and without liability or to terminate or suspend your use of the Antom Merchant Portal without notice and without liability.
8. INDEMNIFICATION
You agree to indemnify us and our affiliates and our employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Antom Merchant Portal or from your breach of this Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses.
9. SUSPENSION OR BREAKDOWN OF SYSTEMS
If you are unable to use the Antom Merchant Portal as a result of improper operation of the systems due to any of the following reasons, you agree you will not hold us and our affiliates liable for: a) System suspension which has been announced by us or our affiliate in advance; or b) Failure in data transmission and system operations due to Force Majeure Event. For the avoidance of doubt, “Force Majeure Event” means an event that is not foreseeable, the consequence of which cannot be prevented or avoided and beyond our reasonable control, which includes, without limitation to, acts of god, fire, computer virus, defect in design of instrumental software, attack by hacker, change in laws or policies, major outages of a telecommunication carrier’s network connections, interface incidents of partner banks and financial institutions, gateway incidents of mobile carriers, unexpected incidents resulting from changes in users’ systems, unexpectedly large increases in traffic volume, and governmental authority intervention that results in the seizure or confiscation of platform or systems, in each case to the extent used in or necessary for the availability of the Antom Merchant Portal and only to the extent such event(s) are beyond the control of the affected Party and only for as long as such event(s) persist.
10. DISCLAIMER AND LIMITATION OF LIABILITY
10.1 You agree that all risks arising from your use of the Antom Merchant Portal will be borne by you.
10.2 We make no warranty regarding the Antom Merchant Portal under this Agreement, including but not limited to: a) the Antom Merchant Portal features will meet your requirements; b) the Antom Merchant Portal availability will be uninterrupted, timely or error free; or c) any products, information or material obtained by you in connection with the Antom Merchant Portal will meet your requirements.
10.3 Except as expressly provided in this agreement and to the full extent permitted by law, the Antom Merchant Portal is provided “as is”, “as available” and “with all faults”. All such warranties, representations, conditions, undertakings and terms, whether express or implied, are hereby excluded.
10.4 To the full extent permitted by law, we and our affiliates shall not be liable for any indirect, consequential, incidental, special or punitive damages, including without limitation damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from your use of or inability to use the Antom Merchant Portal. Notwithstanding anything in this Agreement to the contrary, our cumulative liability, including for claims, expenses, damages or indemnity obligations under or in connection with its obligations under this Agreement and with respect to Services and your use of Antom Merchant Portal, will not exceed the lesser of (a) USD500,000 or (b) the total fees payable by you to us for Services and for access to Antom Merchant Portal provided in the calendar months (up to six (6) complete calendar months) preceding the date of the event giving rise to the claim upon which liability is based.
11. ANTI-MONEY LAUNDERING AND ANTI TERROR FINANCING POLICY
11.1 You are required to keep your accounts and contact information current at all times. Any account found to contain incorrect and/or outdated information will be suspended.
11.2 It is the policy of Antom to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing of terrorist or criminal activities. Antom is committed to anti money laundering compliance in accordance with applicable law and requires its directors, officers and employees to adhere to these standards in preventing the use of its products and services for money laundering purposes.
12. CHANGE OF LAW
If we or our affiliates reasonably conclude that any change in any applicable law, including but not limited to any applicable government authority’s ruling, notice, policy or guidance (“Change in Law”) requires, or will require, us or our affiliates to incur material incremental costs to comply with the change, or will prohibit us or our affiliates from performing material obligations under this Agreement, then we will modify any provision of this Agreement as may be necessary to enable us or our affiliates to comply with the Change in Law, as applicable. Notwithstanding anything contrary in this Agreement, in the event that any Change in Law requires us to terminate this Agreement immediately, hawse have the right to terminate the Agreement immediately by written notice to you.
13. JURISDICTION AND CHOICE OF LAW
This Agreement shall be governed by with the laws of the Singapore without regard to conflict of law principles. You irrevocably consent any dispute or claim arises from or in connection with this Agreement or your use of the Antom Merchant Portal, the relevant parties shall resolve such dispute through amicable negotiations. If such dispute is still not resolved, such dispute between you and us shall be finally resolved by arbitration with the Singapore International Arbitration Centre (“SIAC”). If any dispute is submitted to the SIAC for arbitration, the arbitration shall be conducted in accordance with the rules of the SIAC in force at the time of applying for arbitration as amended by this clause. The arbitration panel shall consist of one single arbitrator. Unless the parties agree otherwise, the arbitration shall be conducted in English and in Singapore. The arbitration award rendered by the SIAC shall be final and binding on all the relevant parties.
14. GENERAL PROVISIONS
14.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.
14.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
14.3 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
14.4 Any failure by us to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
14.5 We shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. We may delegate certain of its rights and responsibilities under this Agreement to affiliates, independent contractors or other third parties. You may not assign or delegate, in whole or part, this Agreement to any person or entity.
14.6 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.