These Terms and Conditions (these “Terms”), effective as of November 24, 2022 states the terms and conditions that govern the contractual agreement between MyPropertyData Sdn Bhd (“PropertyGuru”) and Customer in connection with Customer’s access, use and participation in DataSense 2.0 Beta Test (the “Beta Test”).
Customer should read these Terms carefully. By onboarding to the Beta Test, Customer accepts and agrees to be bound by these Terms. If Customer does not want to agree to these Terms, Customer must not onboard to the Beta Test.
a. “Authorized Users” mean any individual appointed by the Customer to access and/or use the Services, as informed by the Customer to PropertyGuru in writing.
b. “Beta Test Particulars” means the Beta Test Particulars set out in Clause 1 of these Terms.
c. “Business Day” means a day other than a Saturday, Sunday or public holiday.
d. “Confidential Information” means any and all information and materials that Customer has or acquires before or after the Beta Test Period that is proprietary to PropertyGuru and/or its affiliates or is confidential in nature concerning or relating to PropertyGuru and/or its affiliates, including without limitation, PropertyGuru’s Product, all knowhow, trade secrets, financial, commercial, technical, tactical or strategic
information of any kind and information relating to its business, affairs, plans, customers, clients, suppliers and services and these Terms.
e. “Intellectual Property Rights” means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights to use and protect the confidentiality of confidential information (including, but not limited to know-how and trade secrets), trademarks, geographical indications, service marks, trade names, design rights, rights in get-up and trade dress, database rights, databases, data exclusivity rights, approvals, utility models, domain names, business names, rights in computer software, mask works, topography rights, the right to sue for infringement, unfair competition and passing off, all similar rights of whatever nature wherever in the world arising, in each case: (a) whether registered, unregistered, existing by actual protection measures or by implication under law, (b) including any applications to protect or register such rights, (c) including all renewals and extensions of such rights or applications, (d) whether vested, contingent or future, and (e) wherever existing.
f. “Parties” mean PropertyGuru and Customer, collectively, and “Party” means PropertyGuru and Customer, individually.
g. “Representatives” mean the Customer’s affiliates and its and their respective directors, officers, employees, agents and professional advisors.
h. “PropertyGuru” means MyPropertyData Sdn Bhd.
i. “PropertyGuru’s Product” means the services and/or products provided by PropertyGuru to Customer under these Terms, as described in the Beta Test
Particulars.
The beta test period shall from the Beta Test Start Date to Beta Test End Date (the “Beta Test Period”), unless terminated earlier in accordance with these Terms or Parties agree to extend the Beta Test Period in writing.
a. For the duration of the Beta Test Period only, PropertyGuru grants Customer a limited non-exclusive, non-transferable, non-assignable licence to access and use PropertyGuru’s Product for the Purpose.
b. PropertyGuru may provide the Customer with login IDs and passwords to permit the Authorised Users access to PropertyGuru’s Product. Customer shall safeguard the login IDs and passwords, be responsible for all activity carried out under such accounts and ensure that the Authorized Users comply with these Terms.
c. Customer shall not (and shall not permit any third party to):
i. sub-licence, reproduce, copy, adapt, store, publish, transmit, transfer, communicate, distribute, disseminate, shall, sell, rent, lend, commercially exploit PropertyGuru’s Product, or any part of PropertyGuru’s Product;
ii. reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of PropertyGuru’s Product or reproduce all or any portion of the said component
iii. combine the whole or any part of the data available on PropertyGuru’s Product with any other software, data or material;
iv. remove, alter, circumvent or tamper with any trademarks, copyright notices, copyright protection devices, disclaimers or other legal notices;
v. store or use any part of PropertyGuru’s Product’s data in an archival database or other searchable database except as forming part of any work product;
vi. make PropertyGuru’s Product available to any person other than an
Authorized User;
vii. modify or make derivative works based upon PropertyGuru’s Product, or build a product or service competitive with PropertyGuru’s Product; or
viii. use PropertyGuru’s Product for any unethical or illegal purpose.
d. The license granted under Clause 4(a) shall terminate (i) on the expiration of the Beta Test Period; or (ii) upon any earlier date identified by PropertyGuru in a notice of termination delivered to the Customer in accordance with Clause 13 below. Upon such termination, Customer shall immediately discontinue all use of PropertyGuru’s Product and erase all information in connection with PropertyGuru’s Product (including but not limited to data, software and documentation files) from its computers and electronic and physical storage systems, including archives and off- site storage. Upon PropertyGuru’s request, Customer shall return to PropertyGuru any property, documentation, records, or Confidential Information in connection with the Service which is the property of PropertyGuru.
The Customer acknowledges and agrees that during the Beta Test Period: a. PropertyGuru may discontinue or revise any or all aspects of PropertyGuru’s Product at PropertyGuru’s sole discretion. b. PropertyGuru may suspend access to PropertyGuru’s Product, in whole or in part, (a) to periodically maintain or improve the Service and related systems; (b) to comply with any order, instruction or request of any government or other competent judicial, administrative or regulatory authority; or (c) if PropertyGuru believes that
PropertyGuru’s Product may be used by the Customer in such a way as may constitute a breach of these Terms.
c. unscheduled outages may occur from time to time despite PropertyGuru’s best endeavours to minimise disruption to the Service.
a. Save that PropertyGuru represents and warrants that it possesses all necessary permits and licenses required to provide PropertyGuru’s Product, including any necessary third-party licences, PropertyGuru’s Product is provided to the Customer on an “as is” basis without warranties. PropertyGuru (and its licensors) makes no warranties regarding PropertyGuru’s Product and any information provided to Customer via PropertyGuru’s Product, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.
b. The Customer represents and warrants that:
i. Customer shall comply with all applicable laws, orders, and regulations in relation to these Terms and the Beta Test;
ii. Customer shall comply with all policies of PropertyGuru; and
iii. Customer shall notify PropertyGuru immediately on detecting (A) any unauthorised use of password or account or any known or suspected breach of security with respect to PropertyGuru’s Product (including unauthorised access to email notifications and documentation in connection with PropertyGuru’s Product); and / or (B) any known or suspected copying or distribution or misuse of PropertyGuru’s Product.
c. Under no circumstances will PropertyGuru be liable to the Customer or any other party for any damages arising from these Terms, the Beta Test or the Customer’s use, or inability to use, PropertyGuru’s Product (including, without limitation, indirect, incidental, special, consequential, punitive damages, and loss of profits), even if advised of the possibility of such loss. This exclusion applies without regard to whether such damages arise from breach of contract, tort (including negligence) or any other cause of action to the extent that it is not prohibited by law.
a. Customer agrees that Customer may use the Confidential Information only in connection with the Beta Test and that during the Beta Test Period and thereafter Customer shall maintain the confidentiality of and not use or disclose the Confidential Information except in accordance with this Clause 7.
b. Customer shall use the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized access, use, dissemination and republication of the Confidential Information as Customer uses to protect its own confidential information.
c. Customer may disclose the Confidential Information to the extent required by law or regulation or any court or governmental, regulatory or supervisory authority or any other authority of competent jurisdiction, provided that Customer (i) to the extent permitted by law, gives PropertyGuru prompt written notice of any such requirement and consults with PropertyGuru with a view to agreeing to the extent, content and
timing of the disclosure and (ii) discloses only that portion of the Confidential Information which is required and takes all reasonable measures to ensure the Confidential Information disclosed will be accorded confidential treatment.
d. Customer and PropertyGuru acknowledge and agree that all documents and information related to the development of PropertyGuru’s Product will constitute valuable trade secrets of PropertyGuru.
e. Customer may not make any public announcement relating to these Terms or the Beta Test without the prior written consent of PropertyGuru. The obligations set out in this clause shall survive the variation, renewal, termination or expiration of this Terms.
a. All Intellectual Property Rights in PropertyGuru’s Product shall remain in PropertyGuru and its licensors (if applicable). For the avoidance of doubt, the provision of PropertyGuru’s Product to Customer is a license (see Clause 4 above) and not a sale or transfer of rights in PropertyGuru’s Product. All rights not expressly granted to Customer in these Terms are reserved by PropertyGuru and its licensors (if applicable).
b. Customer acknowledges and agrees that:
i. any materials, data or content provided by PropertyGuru to Customer under these Terms are the exclusive property of PropertyGuru and Customer shall only use such materials, data or content for the Purpose;
ii. Customer shall not infringe, misappropriate, or violate any of PropertyGuru’s Intellectual Property Rights; and
iii. Customer may not use any of PropertyGuru’s Intellectual Property Rights without the prior written consent of PropertyGuru.
c. The obligations set out in this clause shall survive the variation, renewal, termination or expiration of these Terms.
Customer shall indemnify, defend, and hold harmless PropertyGuru and its affiliates, directors, officers, employees, contractors and agents and their respective successors and assigns (each an “Indemnified Party”) from and against any and all liability, damage, loss, cost, or expense (including reasonable attorney’s fees and expenses of litigation) incurred by or imposed upon any Indemnified Party in connection with any claim, suit, action, cause of action, proceeding, demand, or judgment initiated by a third party, either before or after these Terms expire or is terminated, which arises out of (a) the material breach of any of these Terms by Customer (or Representatives) (b) the negligence, wilful misconduct or omission of Customer or any Representative in connection with these Terms, or (c) any infringement, misappropriation or violation by Customer or Representative of a third party’s Intellectual Property Rights or data privacy or similar rights in connection with these Terms. The obligations set out in this clause shall survive the variation, renewal, termination or expiration of these Terms.
a. These Terms takes effect from the Start Date hereof and will terminate on the earlier of:
i. the suspension or termination of any third-party license(s), for any reason, upon which PropertyGuru relies to provide PropertyGuru’s Product to the Customer; or
ii. the Beta Test End Date, provided that, in either case, the termination of these Terms shall be without prejudice to any accrued rights and liabilities as of the termination date.
b. Further to clause 10(a) above, should the Customer commit a breach of these Terms, PropertyGuru may, upon 1-day prior written notice to Customer (i) immediately terminate these Terms and the Beta Test; or (ii) suspend the Customer’s use of PropertyGuru’s Product until Customer has remedied the breach by Customer.
a. Insofar as the Customer processes any personal data relating to PropertyGuru’s employees, officers, agents, representatives, consumers, customers, vendors or
others, that it comes into possession of or has access to under or pursuant to these Terms, Customer must comply with the applicable laws on data privacy and must comply with PropertyGuru’s Privacy Policy (https://www.propertyguru.com.sg/customer-service/privacy) as if it were PropertyGuru in relation to the collection, use, processing, disclosure, and retention of such personal data. Personal data shall have the meaning set out in the Malaysian Personal Data Protection Act 2010.
b. The Customer agrees to the collection, use, disclosure, processing, storage and handling by PropertyGuru of personal information provided by the Customer (or on behalf of its employees, officers, agents or representatives) in accordance with the PropertyGuru Privacy Policy, and warrants that it has obtained prior consent from such employee, officer, agent or representative for PropertyGuru to use his/her personal information in the manner set out the PropertyGuru Privacy Policy.
c. This clause 10 survives termination or expiry of these Terms.
The Customer represents and covenants that it has complied with, and agree to continue to comply with, the Malaysian Anti-Corruption Commission Act 2009 and all other applicable laws and regulations prohibiting bribery, corruption, kickbacks, or similar unlawful or unethical conduct. Any breach of this clause shall be deemed a material breach of these Terms and shall entitle PropertyGuru to terminate these Terms and to seek any remedies available
through arbitration. This Clause 12 survives termination or expiry of these Terms.
Any notice given by a Party under these Terms shall be in writing and in English and signed by or on behalf of the Party giving it. All notices from Customer to PropertyGuru regarding these Terms shall be sent via electronic mail to PropertyGuru’s contact person stated in the Key Details. All notices from PropertyGuru to Customer shall be sent via email to the Customer’s contact person stated in the Key Details. Any notice given by email shall be effective on the earliest of (a) on receipt of a delivery or read receipt email from the correct address, (b) 24 hours from when it was sent if sent to the correct email address and no notice
of delivery failure is received or (c) on receipt of confirmation of receipt or reply from the recipient. Any notice given by courier shall be effective on the second Business Day after posting. Any change to the contact details of a Party as set out in these Terms shall be notified to the other Party in accordance with this Clause 13 and shall only be effective on the date that is 2 Business Days after the notice is received.
a. Representatives In the event the Customer is a corporate entity and not an individual person, then the Customer shall ensure that its Representatives, who act on its behalf under these Terms, comply with these Terms (including without limitation Clauses 7(c)(i) and 8(b) as if they were the Customer. Any default or breach by any of the Customer’s Representatives of these Terms shall be deemed a default or breach by the Customer.
b. Variation No variation, alteration, amendment, recission, termination or modification of these Terms shall be effective unless in writing and signed by or on behalf of each Party.
c. Entire Agreement These Terms contains the entire agreement between the Parties as to its subject matter and supersedes all prior communications and agreements in connection with that subject matter.
d. Waiver No failure to exercise or delay in exercising any right under these Terms will operate as a release or waiver thereof, nor will any single or partial exercise of any right under these Terms preclude any other or further exercise of such right.
e. Severability If any provision of these Terms or part thereof is rendered void, illegal or unenforceable by any legislation or ruling of any court to which it is subject, such provision shall be rendered void, illegal or unenforceable only to that extent and shall be enforced to the maximum extent permitted by law and such rendering shall in no way affect or prejudice the enforceability of the remainder of such provision or the other provisions in these Terms.
f. Governing Law & Dispute Resolution The validity, construction and performance of these Terms will be governed by and construed in accordance with the laws of Malaysia without regard to conflict of law principles. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre in accordance with the Arbitration Rules of the Asian International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause 14. The seat of the arbitration shall be Malaysia. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.