Application and Acceptance of the Terms of Use

• Your use of JCD AIR, including its ancillary services such as the Permit to Work (the "PTW") and Proof of Posting (the "PoP") modules (the "Services"), is subject to the terms and conditions contained in this document (the "Terms of Use").
• By accessing JCD AIR or using the Services, you agree to accept and be bound by the Terms of Use. Please do not use the Services if you do not agree to and accept all of the Terms of Use. You acknowledge and agree that JCD may amend the Terms of Use at any time by posting the relevant amended and restated Terms of Use on the JCD AIR Website. Unless otherwise noted by JCD, material changes to the Terms of Use and any addendum will become effective immediately upon posting on any URL accessible by the Users. By continuing to access JCD AIR and to use the Services, you agree to be bound by any such future amended and restated Terms of Use.
• JCD shall have the right to assign and/or novate any part of or all of the Terms of Use (including any of our rights, titles, benefits, interests, and obligations and duties in the Terms of Use) to any person or entity (including any Affiliates).
• You may not assign, in whole or part, any of the Terms of Use to any person or entity.

Provision of Services

• Users may use the Services on your own behalf and/or on behalf of a legal entity that is namely their employer and/or a media agency or advertiser that you have contracted with (the "Company"). You may use the Services for the actual performance, follow-up, analysis and/or booking of advertising campaigns with JCD, including related media owners or advertising networks in Singapore owned and/or managed by any legal entity controlled by, controlling or under common control, whether directly or indirectly, with JCD (the "Affiliates").
• You must register as a User on the JCD AIR Website in order to access JCD AIR and use the Services. Users may be required to install third-party software or tools on your System and/or on their personal devices to favor security of JCD AIR through a one-time password (the "OTP") and/or two-factor authentication (the "2FA").
• Upon registration on the JCD AIR Website, Users shall provide Personal Data, such as their first and last names, an email address, a mobile phone number and the name of their Company, and choose a password in compliance with the security criteria JCD demands. The Personal Data you provide to JCD will be current, accurate, complete and unequivocal. Any misrepresentation or omission is sufficient ground for JCD to take appropriate action and suspend or terminate the User account. You acknowledge that JCD only collects and processes Personal Data that is relevant, adequate, not excessive and strictly necessary in relation to JCD AIR and the provision of the Services to your Company.
• The Services (or any features, products, services, promotions, campaigns, service level agreements, guarantees, and/or other forms of offerings within any Service) may vary from time to time and/or only apply to selected Companies. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available at all times or for all Users. JCD may in its sole discretion limit, deny or create different level of access to and use of any Services (or any features comprised therein) with respect to different Users.

Use of the JCD AIR Website or Services

• As a condition of your access to and use of the Services, you agree that you will comply with any and all applicable laws and regulations, and will not engage in fraudulent or deceptive practices, when using the Services.
• With respect to content made available or uploaded by you on the JCD AIR Website and/or via the Services, you agree that you will not:
  • (a) copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. made available on the JCD AIR Website and/or via the Services (the "Content");
  • (b) without limiting the generality of the foregoing, copy, reproduce, download, compile or otherwise use any Content for the purposes of operating a business that competes with JCD, or otherwise commercially exploit the Content, be it known that systematic retrieval of Content from JCD AIR to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from JCD is prohibited; or
  • (c) upload, post, make available, use, encourage, promote, facilitate the use or submission or copy, reproduce, download or compile any Content or materials:
    • (i) that are defamatory, obscene, abusive, invasive of privacy, or offensive, including but not limited to content related to child pornography, bestiality, other types of illegal sexual content, and etc.;
    • (ii) obtained from or via the Services for any purpose not expressly permitted in the Terms of Use; or
    • (iii) that infringe or misappropriate the Intellectual Property Rights (as hereinafter defined) or proprietary rights of JCD or others in connection with your use of the Services.
• You agree that you will not:
  • (a) undertake any action to undermine the integrity of the computer or communication systems, network, software application, or networks and computing devices used in connection with the Services and/or any other User (each a "System") nor to gain unauthorized access to any System;
  • (b) monitor data or traffic on any System without the express permission of JCD;
  • (c) probe, test, or scan the vulnerability of any System or to breach any security or authentication measures used in connection thereto; or
  • (d) otherwise do any act or thing which, in the sole opinion of JCD, may undermine the security of any System.
• You acknowledge and agree that by disclosing and/or submitting any information or Content to us, you warrant that you have the full power, legal capacity and authority to disclose and/or submit such information or Content, and that the use of such information or Content in accordance with these Terms of Use shall not expose us to any claim, liability, or prosecution.
• You agree and acknowledge that we have the sole discretion to designate from time to time the domain names or URLs through which you may be permitted access to JCD AIR.

Personal Data

• In relation to any Personal Data (as defined below) received by JCD in connection with the Users, JCD shall:
  • (a) comply with all applicable provisions of the Personal Data Protection Act 2012 and any other data protection, privacy and security laws to which it is subject, and not, by its act or omission, cause you to be in violation of any such applicable data protection, privacy or security laws or regulations, and not, without the concerned User's prior written consent, transfer any Personal Data out of Singapore;
  • (b) not engage in any use of Personal Data that is not for such purposes and use as is reasonable and necessary to provide JCD AIR to our Users;
  • (c) take all steps to abide by and effect any revocation of consent to any aspect of the use of Personal Data, on receiving any notice of such revocation from the User or upon termination of the User account;
  • (d) not disclose Personal Data to any third party (save for our Affiliates) or permit that third party to engage in the use of Personal Data unless, with respect to that disclosure or that use, it is necessary to provide the Services, subject to the third party being bound by the same provisions and obligations as JCD; and
  • (e) maintain and establish policies and procedures to provide all reasonable and prompt assistance to the User in responding to any and all requests, complaints, or other communications received, including the appointment of an officer to:
    • (i) administer the use of Personal Data;
    • (ii) correct any errors in Personal Data identified;
    • (iii) handle any queries by the User or your Company on the use of Personal Data; and
    • (iv) effectively respond to issues raised by the User or your Company in respect of the use of Personal Data.
• "Personal Data" shall mean any information relating to an identified or identifiable natural person, be it known that an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Breaches by Users

JCD shall have the right at its sole and absolute discretion to remove, modify or reject any Content that you submit to, post or display as part of your use of the Services which in our sole opinion is unlawful, violates the Terms of Use, or could subject JCD to liability. JCD shall have the right to take any enforcement actions as it deems appropriate at JCD's sole discretion, including but not limited to giving a written warning to you, removing any User Content uploaded on JCD AIR in connection with the relevant features and/or functions of the Services, recovering damages or other monetary compensation from you, or suspending or terminating your User account with JCD AIR. JCD shall also have the right to restrict, refuse or ban you and/or your Company from any and all future use of JCD AIR and/or any Services or similar services provided by JCD.

Limitation of Liability

• To the maximum extent permitted under applicable law, the Services are provided "as is", "as available" and "with all faults", and JCD hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose, and non-infringement, or as to the Services being uninterrupted, error-free, free of harmful components, secure, or not otherwise causing damage or loss of functionality or data. To the maximum extent permitted under applicable law, JCD makes no representations or warranties on the validity, accuracy, correctness, reliability, quality, stability, completeness or currency of any information provided on or through JCD AIR. Any material downloaded or otherwise obtained through the Services is done at your sole discretion and risk and you are solely responsible for any damage to the System or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by you from JCD or through or from JCD AIR shall create any warranty not expressly stated herein. JCD hereby excludes all warranties, representations, conditions and undertakings, express or implied, to the maximum extent permitted under applicable law.
• You hereby agree to indemnify and hold JCD, including its respective Affiliates, directors, officers and employees, harmless from and against any and all losses, claims, liabilities which may arise from your use of the Services or from your breach of any of the Terms of Use. JCD reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with JCD in asserting any available defenses and indemnify and hold JCD harmless against the reasonable legal fees incurred by JCD in that regard. To the maximum extent permitted under applicable law, JCD shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
  • (a) your use or inability to use JCD AIR;
  • (b) your violation of any third party rights, or claims against you by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by any third party claimants;
  • (c) unauthorized access by third parties to your Content, Personal Data or other information;
  • (d) any matters relating to JCD AIR however arising, including negligence.
• The limitations and exclusions of liability to you under the Terms of Use shall apply to the maximum extent permitted by law and shall apply whether or not JCD has been advised of or should have been aware of the possibility of any such losses arising.

Force Majeure

Under no circumstances shall JCD be held liable for any delay or failure or disruption of the JCD AIR Website, the Content or the Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, computer viruses, cyber-attacks, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

Intellectual Property Rights

• JCD is the sole owner or lawful licensee of all the rights and interests in JCD AIR and JCD AIR's Content. All title, ownership and Intellectual Property Rights in JCD AIR shall remain with JCD or its licensors, as the case may be. All rights not otherwise claimed under the Terms of Use or by JCD are hereby reserved.
• "Intellectual Property Rights" shall mean all rights, title and interest in and to all intellectual property rights, including any and all copyrights, patents, trade marks, service marks, logos, trade names, internet domain names, rights in designs, rights in computer software, database rights, utility models and rights in know-how, in each case whether registrable or not, and including any applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world, and across all platforms and mediums whether now known or in the future invented.

General

• The Terms of Use constitute the entire agreement between you and JCD with respect to JCD AIR and governs the use of the Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
• You and JCD are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisee-franchiser relationship is intended or created by these Terms of Use.
• If any term herein is adjudicated by a court or tribunal of competent jurisdiction to be void or unenforceable, the validity or enforceability of the remainder of the Terms of Use herein shall remain in full force and effect.
• JCD's failure to enforce any right or failure to act with respect to any breach by a User under the Terms of Use will not waive that right nor waive JCD's right to act with respect with subsequent or similar breaches.
• You shall not delegate, assign, sub-license or sub-contract any of the rights and/or obligations under these Terms of Use to any third party without our prior written consent.
• Unless a right or remedy of you or JCD is expressed to be an exclusive right or remedy, the exercise of it by either party is without prejudice to either party's other rights and remedies at law and/or in equity.

Governing Law and Dispute Resolution

The Terms of Use shall be governed by and construed in accordance with the laws of Singapore without regard to its conflict of law provisions. The parties to the Terms of Use hereby submit to the exclusive jurisdiction of the courts of Singapore with the understanding that the parties to the Terms of Use will use their reasonable efforts to settle any disputes amicably.