Terms

WWW.DNCCENTRAL.COM

(BY PRE-PAID CREDIT)
 
TERMS AND CONDITIONS, CONDITIONS OF USE AND PRIVACY POLICY
DATABASE LICENCE TERMS AND CONDITIONS
 
WHEREAS BAIZE TECHNOLOGY PTE LTD of 10 Anson Road #26-04 Singapore 079903 ("Licensor") has developed and is the keeper of a database hereinafter referred to as "www.DNCCentral.com Website" as described in the Agreement hereto; AND WHEREAS, THE SUBSCRIBER ("Licensee") desires to use the Database.
 
IT IS HEREBY AGREED as follows :-
 
1. LICENCE
 
In consideration of the prescribed pre-paid credit, Licensor hereby grants to Licensee a non transferable licence for a period of one (1) year commencing hereon or upon exhaustion of the pre-paid credit (whichever is earlier) to use the dnc Database website for the purpose of filtering such mobile and/or fixed line telephone number from the "Do Not Call" Registry maintained by the Personal Data Protection Commission. Licensee shall not have the right to sell, assign, transfer, rent, lease, sublicense, lend, give or make available to others or otherwise transfer or dispose of the Database in its present form or as converted or modified by Licensee or Licensor. Licensee shall not reverse, decompile, disassemble or otherwise reverse engineer the whole or part of the Database nor modify, adapt or translate the Database in any way nor merge the whole or part of the Database with any other Database. Licensee shall not engage in the development or marketing of a product or system commercially competitive with the Database at any time during the Licence Period.
 
2. PROPRIETARY RIGHTS AND CONFIDENTIALITY
 
The dnc Database website is a proprietary product of Licensor and is protected by Copyright law and Licensor reserves all right of ownership and copyright and all other intellectual property rights in any version of the Database in any format or any medium.

Licensee agrees that, during the term of this Agreement and thereafter, the Database including any versions modified by Licensor or Licensee for use by Licensee and all other material, information and documentation made available to it by Licensor under this Agreement which is not already in the public domain or already lawfully in Licensee's possession are and shall remain the exclusive property of Licensor and are proprietary, and Licensee further agrees during the term of this Agreement and thereafter to maintain in confidence and not to disclose to any person, firm or company and to use its best efforts to prevent and protect the Database and all parts thereof and all such other material, know-how information and documentation from disclosure by its agents or employees to any person, firm or company save for the purpose of its property agency business. Licensee shall use the Database and all information and documentation only for the purpose of this Agreement. Neither the Database nor any parts thereof shall be copied or reproduced by Licensee for any purpose outside the scope of this Agreement, nor shall they be made available for use by Licensee's customers or any other person, firm or company without the prior written consent of Licensor.
 
3. TERMINATION
 
(a) In the event that Licensee makes any use of the Database outside the rights granted hereunder or breaches any of the other agreements contained herein, Licensor may forthwith terminate this Agreement.

(b) The Licensor shall not have to compensate the Licensee for any unused credit upon termination hereof.
 
4. TITLE
 
Legal title to the Database and any modifications or enhancements thereto made by Licensor shall at all times be vested in Licensor and legal title to reproductions, converted versions or duplications of the Database and any other supporting documentation and information delivered to Licensee shall remain vested in Licensor and shall be returned to Licensor upon termination of this Agreement.
 
5. RESPONSIBILITY AND LIABILITY
 
Licensee shall not make nor permit to be made any publication involving use and development of the Database without the prior written consent of the Licensor.
 
6. WARRANTY OF RIGHT TO LICENCE
 
(a) Licensor hereby warrants the accuracy of the numbers filtered through the Do Not Call Registry established by the Personal Data Protection Commission during such Validity Period and that it has the right to license the Database to Licensee. To the best of the Licensor's knowledge and belief the use of the Database and any other information provided to the Licensee does not infringe any third party copyright or any other intellectual property. Licensor agrees to indemnify and hold Licensee harmless from and against all, claims, damages, costs and expenses (but excluding consequential losses) resulting from or arising out of any breach of warranty set forth in this paragraph PROVIDED THAT in the event any such claim or right is asserted against Licensee, Licensee shall make no admissions without Licensor's prior written consent and shall give Licensor written notice of such fact within ten (10) working days. Licensor shall then have the option, at its discretion, of taking over the defence of any such claim.

(b) If at any time the Licensor becomes aware that the Database and/or such other information provided hereunder or the use thereof infringes or is likely to infringe any third party right, Licensor shall at its discretion and expense modify, replace or withdraw all or part of the Database and/or such other information so as to avoid the infringement and Licensee shall forthwith correspondingly amend or withdraw any authorization to others to use the Database and/or such other information or any part thereof.
 
7. INDEMNITY
 
In the event that any SMS/Call made to a DNC number/contact is/was put through, DNCCentral hereby guarantee and warrant full indemity to the customer for all losses, cost and damages arising there from. Transaction logs will be maintainted for six(6) months to track all transactions through our system.
 
8. ENTIRE AGREEMENT
 
This Agreement represents the entire Agreement between Licensor and Licensee and shall supersede all representations, agreements, statements and understandings made prior to the date of this Agreement whether oral or in writing other than those representations, agreements, statements and understandings which have been expressly incorporated into this Agreement.
 
9. CONDITIONS EXCLUDED
 
Except as stated herein all implied terms, conditions, statements or warranties, statutory or otherwise, as to
(i) the satisfactory quality of Database or
(ii) the fitness of the Database for any purpose whatsoever whether made known to the Licensor or not are hereby excluded from the Agreement.
 
10. UNCONTROLLALE CIRCUMSTANCES
 
Licensor shall not be responsible for any failure on its part to fulfil any obligations to Licensee caused by events or circumstances outside Licensor's control.
 
11. NON-ASSIGNMENT
 
Licensee shall not assign this Agreement or any interest therein without the prior written consent of Licensor.

Failure to terminate this Agreement following a breach or other failure to comply shall not be deemed to be a wavier of a Party's defences rights or causes of action arising from such or any future breach or non-compliance. Nor shall failure on the part of either Party at the time or from time to time to enforce or to require the strict adherence and performance of any of terms and conditions affect or impair the right to enforce such terms or conditions in any way.
 
12. HEADINGS AND SEVERABILITY
 
The clause headings are for convenience only and shall not affect their interpretation. If any part of the Agreement shall be held to be unenforceable to any extent, the remainder of the Agreement shall nevertheless remain in full force and effect.
 
13. GOVERNING LAW
 
This Agreement shall be governed by and construed in accordance with the laws of Singapore and shall be subject to the jurisdiction of the Courts of Singapore.