Terms of Use | Millipede.Sg

Millipede Platform Terms of Use

Updated 30 August 2023

Thank you for using the Millipede Platform. Please carefully read these terms of use, which govern the use of the Millipede Platform, in full before you use the Millipede Platform.

Millipede Pte Ltd (“Millipede”, “we” or “us”) is focused on revolutionizing real-estate development by empowering construction sites through integrated digital delivery technologies. We have partnered with your main contractor, institution or organization (as our client) (“Client”) to provide you (a “User” or “you”) with access to the Millipede Platform. Your use of the Millipede Platform is governed by the software-as-a-service agreement that we have signed with the Client in addition to the terms and conditions outlined in this document (“Terms of Use”).

“Millipede Platform” means the online platform operated by Millipede (including the software related thereto) accessible by the User through the internet or other remote means, and any subsequent application programming interfaces or online platforms that are developed and made available by Millipede to interact with or otherwise be used in connection with the services provided by Millipede.

By accessing or using the Millipede Platform via the mobile application, web application, or any other interface provided to you by us or the Client, you are voluntarily agreeing to be bound by:

(a) these Terms of Use; and

(b) our privacy policy governing the collection, use, processing, disclosure and transfer of your personal data (“Privacy Policy”). Our Privacy Policy can be accessed at https://www.millipede.sg/privacy, and is incorporated into these Terms of Use by reference.

If you do not agree to or are unable to abide by these Terms of Use and/or our Privacy Policy, please do not use the Millipede Platform.

We reserve the right to modify, alter, add to or otherwise vary these Terms of Use at any time, at our sole discretion. We will use commercially reasonable efforts to generally notify you of any material modifications to these Terms of Use, and your acknowledgment of such notification shall constitute your acceptance of the modified Terms of Use in full, the terms of which shall be binding on you. If you do not acknowledge the modified Terms of Use, you will not be able to use the Millipede Platform. We will also post the modified Terms of Use online so that it is readily accessible to Users, and update the “Last Updated” date at the top-right corner hereof to reflect the effective date of the Terms of Use. Please check the Terms of Use regularly to ensure you are aware of the Terms of Use in force at any point of time.

1. Account Information and Security

The Client is paying and registering an account with us for you to access and use the Millipede Platform. You are required to have a registered account with us in order to access and use the Millipede Platform. Your account is registered based on the contact information and work-registered mobile number that the Client provides to us. You represent and warrant that all such information, in addition to any other information provided by you to the Client, is true, correct and complete and you shall maintain and promptly update such information in the event of any changes. We shall not be liable for any incorrectness or incompleteness of such information.

You are fully responsible for the activities of your account and for maintaining the security and confidentiality of your account access information. In using the Millipede Platform, you agree to immediately notify us and the Client of any compromise to your account access information or any other breach of security or confidentiality. We are not liable for your failure to maintain the security and confidentiality of your account access information, and for any unauthorized access or use of your account.

2. Account Termination

You may stop using the Millipede Platform at any time by notifying us and the Client of your decision to close your account. We may, at our sole discretion, also terminate or suspend your access to the Millipede Platform at any time without notice to you if you have failed to abide by any of these Terms of Use and/or any applicable laws and/or regulations.

If your use of the Millipede Platform comes to an end, whether as a result of your account closure or our termination or suspension, you lose your right to access, use or recover the contents associated with your account and we may, at our sole discretion, permanently delete, in whole or in part, the contents associated with your account, including any queries, responses, feedback, ideas or information transmitted through the Millipede Platform without notice to you.

Notwithstanding the foregoing, we are entitled to retain, at our sole discretion and to the extent permitted under applicable laws, any of your information and/or the contents associated with your account, in accordance with our Privacy Policy.

3. Construction Disclaimer

Millipede makes no representation or warranty that the services provided by Millipede Platform are complete or that such services will achieve the Client’s or any User’s intended purposes. Each User is to exercise his or her professional judgment and skill in an independent and sound manner in using such services, and he or she is solely responsible for the selection and use of such services. Millipede is not responsible for the construction outcomes of the use of the Millipede Platform by the Client or any User.

The Millipede Platform makes no judgment on the safety and/or appropriateness of and Millipede bears no responsibility for, the information shown thereon and/or the recommendations provided thereby. Such information and/or recommendations provided by the Millipede Platform do not constitute or provide, nor are they intended to constitute or provide, construction quality evaluations, technical reviews, advice, consultation, or remediation. To the fullest extent permitted under applicable laws, Millipede is not responsible for the reliance or non-reliance of the Users on any such information and recommendations.

4. Acceptable Use

When using the Millipede Platform, you must conduct yourself properly and appropriately having regard to all applicable ethical, legal, and professional requirements and duties. We reserve the right to terminate or suspend your account in the event we are of the view that such termination or suspension is necessary to preserve, protect or uphold the applicable ethical, legal, and professional requirements and duties. Without prejudice to the foregoing, you agree in particular to abide by the following requirements and restrictions in relation to the Millipede Platform:

You will:

co-operate with Millipede in all matters relating to the Millipede Platform;
provide Millipede (whether through the Client or otherwise) with such information and documents as Millipede may reasonably require from time to time to operate, maintain and/or improve the Millipede Platform;
comply with all applicable laws and governmental regulations, including but not limited to, all laws and regulations in connection with privacy, construction processes, work safety and health, intellectual property, and import and export control;
comply with all applicable rules and policies of the Client;
treat other Users with respect on the Millipede Platform;
obtain (whether through the Client or otherwise) all required consents, authorizations, and permissions for you to upload or otherwise provide data to the Millipede Platform;
use the Millipede Platform only in connection with your work with or for the Client; and
maintain the confidentiality of all information in accordance with the Client’s confidential information sharing policy; and upon receiving any information in an unauthorized manner or form, immediately inform us and the Client of the same.

You will NOT:

falsely state or otherwise misrepresent your affiliation with the Client or any other main-contractor, institution, organization, person or entity;
falsely assume the identity of any person or entity or allow another person or entity to access your account or assume your identity;
violate any applicable laws or the rights of any person or entity, including but not limited to privacy, publicity, and intellectual property rights;
collect information or other personal information of other Users or any other person through the Millipede Platform by any means, for the purposes of sending unsolicited communications or any other unauthorized purposes;
advertise or offer to sell or buy any goods or perform any form of solicitation not expressly authorized by the Client;
promote or assist any criminal or unethical activity or enterprise;
obtain or attempt to access or otherwise obtain any information, confidential or otherwise, through any means not intentionally provided by the Millipede Platform;
perform or attempt to perform libel or defamation against us, or our affiliates, officers, directors, employees, agents and representatives, or act in any other way that brings the good name of Millipede, the Millipede Platform, or the Client into disrepute;
upload files that contain viruses or introduce any technologically damaging or harmful material that may corrupt or otherwise cause damage to the data, systems, or other property of Millipede or of other persons;
bypass or disable any robot exclusion files or headers used by the Millipede Platform;
attempt to gain unauthorized access to any portion or feature of the Millipede Platform or systems or networks, or probe, scan, or test the vulnerability of the Millipede Platform or any associated network, or breach the security or authentication measures of the Millipede Platform;
access the Millipede Platform through any means other than the interface(s) provided by us (whether through the Client or otherwise), or use any means to scrape or mine any data or other content associated with the Millipede Platform;
use the Millipede Platform in order to build, train, or test a similar or competitive product or service; and/or
post or transmit to or through the Millipede Platform any unauthorized material, including but not limited to material that in our opinion, or the opinion of the Client, is likely to cause annoyance or harassment, is detrimental to or in violation of Millipede’s or any third party’s systems or network security, or is libelous, defamatory, racist, obscene, discriminatory, threatening, violent, hateful, pornographic, profane, unlawful, or otherwise objectionable in our view.

5. Intellectual Property

Subject to any explicit provision to the contrary, all intellectual property rights anywhere in the world (whether registered or not) relating to the Millipede Platform (“Intellectual Property”) belong exclusively to Millipede, its affiliates or any third party licensor of Millipede.

You agree not to use the Millipede Platform in any way that may infringe any Intellectual Property, or to circumvent, disable or interfere with any security-related features of the Millipede Platform. You agree not to license, sell, rent, lease, transfer, assign, reproduce, distribute, publish, host or otherwise commercially exploit the Intellectual Property, in whole or in part. You also agree not to copy, modify, remove, reformat, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, reverse engineer, or otherwise attempt to discover and/or recreate the Intellectual Property, in whole or in part. You will not remove or destroy any copyright notices or other proprietary markings on the Millipede Platform or its output. In cases of infringement of any Intellectual Property by you, Millipede and/or any third parties authorized by Millipede is entitled to, in addition to asserting a claim for damages, enforce and maintain all rights, title, interest and benefits in such Intellectual Property via legal action and you irrevocably appoint Millipede as your lawful attorney to do all such things on your behalf as necessary to enforce and maintain the same.

6. Client Data

To the fullest extent permitted under applicable laws, Millipede cannot and will not be held legally, financially, or medically responsible for works documented using the Millipede Platform or any associated information, content, materials, data, reports, equations, algorithms, or resources uploaded on the Millipede Platform or otherwise provided by the Client or any User to Millipede in connection with the Millipede Platform from time to time (“Client Data”). Millipede expressly disclaims all warranties of any kind, express or implied, in respect of any and all Client Data.

Subject to our Privacy Policy (where applicable), all information, contents and data uploaded or otherwise provided to Millipede in connection with the Millipede Platform by the Client or any User, and all information, contents and data generated or derived howsoever therefrom, may be retained, and used by us for any lawful purpose, including but not limited to the development and improvement of our products, including the Millipede Platform.

7. Third-Party Content, Links and Resources

The Millipede Platform may rely upon, contain, or provide you with data or other content furnished by the Client or other third parties (collectively referred to below as “other parties”) and/or redirects you to sites or resources furnished by such parties (“Third-Party Content”). We do not monitor, approve or have any control over Third-Party Content. We make no representation or warranty as to the availability, sufficiency, appropriateness, accuracy or completeness of any Third-Party Content and, to the fullest extent permitted under applicable laws, are not responsible or liable in any way whatsoever for any Third-Party Content or any of the information contained therein or omitted therefrom.

Without prejudice to the foregoing, we do not endorse and are not responsible or liable in any way whatsoever for any content, guidelines, advertising, products, services, or other materials furnished by other parties and incorporated into or made accessible through the Millipede Platform, or that are advertised on or available from third parties’ websites or resources linked on the Millipede Platform. The inclusion of third party websites on the Millipede Platform does not imply any association or relationship between Millipede and such third party. We are also not a party to, nor are we responsible for, any transactions or relationships between you and any other party.

8. Availability of Millipede Platform and Services

Millipede endeavors to keep the Millipede Platform available twenty-four (24) hours a day, seven (7) days a week, and to maintain saved information from a date agreed with the Client. We also endeavor to provide the Client with advanced notice of scheduled unavailability due to maintenance or other events. However, to the fullest extent permitted under applicable laws, we shall not be liable to you for any lost, altered, or corrupted information or non-availability of the Millipede Platform, with or without warning from us. We also make no guarantee as regards the availability of the Millipede Platform at any time.

Millipede reserves the right to modify, suspend or discontinue any part of the services available on the Millipede Platform to the User from time to time, including by adding or deleting features and functions, in order to improve the User’s experience.

Millipede endeavors to do its best to ensure that Millipede is a secure and reliable platform. However, we do not guarantee that the Millipede Platform will be 100% secure and free from malware (such as bugs, viruses, worms trojans and logic bombs) or any security vulnerabilities. To the fullest extent permitted under applicable laws, we shall not be liable for any losses or damages arising therefrom. Without prejudice to the foregoing, Millipede shall not be held liable for any damage or harm resulting from a denial-of-service attack, virus or any other software or technologically damaging or harmful material that may affect your mobile phone, computer, or any other IT equipment, and/or your data or contents therein, as a result of you using the Millipede Platform or downloading or accessing content from the Millipede Platform or any other platform to which the Millipede Platform redirects you. We do not warrant the accuracy and security of the information transmitted or obtained by means of the Millipede Platform.

9. Indemnity

To the fullest extent permitted under applicable laws, you agree to indemnify and hold Millipede, its affiliates, officers, directors, employees, agents and representatives harmless from any and all losses, costs, damages, claims, demands, actions, proceedings, liabilities and expenses arising from:

(a) your use of the Millipede Platform;

(b) your breach of your obligations under these Terms of Use, whether intentional or otherwise; and/or

10. General Disclaimers and Limitations of Liability

THE MILLIPEDE PLATFORM IS PROVIDED “AS IS” WITH ALL FAULTS, AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE ARISING (INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, ACCURACY, AVAILABILITY, OR NON-INFRINGEMENT). TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES, LIABILITY, LOSSES, COSTS OR EXPENSES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES WHATSOEVER IN CONNECTION WITH YOUR USE OF THE MILLIPEDE PLATFORM, WHETHER ARISING IN CONTRACT, TORT, UNDER STATUTE, IN EQUITY OR AT LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS, OUR TOTAL CUMULATIVE LIABILITY TO ANY USER IN RELATION TO THE MILLIPEDE PLATFORM OR THESE TERMS OF USE, FOR ALL CLAIMS AND REGARDLESS OF THE THEORY OF LIABILITY, WILL NOT EXCEED US$100.

11. Class Action Waiver

To the fullest extent permitted under applicable laws: (a) you agree to bring any legal claims against us or our affiliates or representatives solely on an individual basis; and (b) you waive any rights to initiate, maintain, or participate in any class action or similar proceedings against us or our affiliates or representatives, whether as a representative, as a class member, or in any other capacity.

12. Notices and Communications

You acknowledge and agree that we may provide notices and other disclosures to you electronically (with the same effect as a paper copy), and at our sole discretion, we may choose to provide notifications either via the Millipede Platform, or by posting on our website, or by emailing you at any email address provided to us by you or through the Client. You also agree that we may record any communications that you have with us (by telephone, email, text, or otherwise) and that the recordings may be kept and used for training and support purposes and/or product or service development purposes, as a record of your interactions with us, and as evidence in any legal or arbitration proceedings.

13. Governing Law and Dispute Resolution

These Terms of Use are governed by the laws of the Republic of Singapore, without regard to any conflicts-of-laws rules to the contrary. Any dispute or claim arising out of or in connection with these Terms of Use (including non-contractual disputes or claims) shall be referred to and finally resolved by arbitration before the Singapore International Arbitration Centre (“SIAC”) in accordance with the arbitration rules of the SIAC for the time being in force, and which rules are deemed to be incorporated by reference into these Terms of Use. The seat of arbitration shall be Singapore. The venue of arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator to be appointed by Millipede. The arbitration shall be conducted in English. Any award of the arbitration tribunal shall be in writing and shall be final and conclusive on the parties. The parties undertake to carry out the arbitration award without delay. The costs and expenses of the arbitration shall be borne by the parties in accordance with the orders of the arbitrator. Each party irrevocably submits to the exclusive jurisdiction of the Singapore courts to support and assist any arbitration, including, if necessary, the grant of interlocutory relief pending the outcome of the arbitration. Nothing contained in this provision shall be construed to limit or preclude Millipede from bringing an action in any court of competent jurisdiction for the purpose of enforcing any such awards issued pursuant hereto or from seeking conservatory or interim relief. The parties agree that the arbitration tribunal shall have the power to order on a provisional basis any relief which it would have power to grant in a final award.

14. Miscellaneous

Your right of access to the Millipede Platform is personal to you. You may not transfer your access rights to the Millipede Platform to any other person, nor may you assign or delegate any of your rights or obligations under these Terms of Use. However, Millipede shall be entitled to assign or transfer any of its rights, benefits and obligations under these Terms of Use without your prior consent. These Terms of Use shall be binding on and inure for the benefit of the respective legal representatives, successors in title and permitted assigns of the parties.

The failure of Millipede to exercise or delay by Millipede in exercising a right or remedy provided by these Terms of Use shall not impair or constitute a waiver of such right or remedy or a waiver of other rights or remedies of Millipede. Millipede’s rights and remedies contained in these conditions are cumulative and not exclusive of rights or remedies provided by law. No waiver by Millipede of any rights or remedies under these Terms of Use will be effective unless made in writing and signed by Millipede’s authorized representative.

These Terms of Use, which include our Privacy Policy, form the entire agreement between us and any User with respect to the subject matter hereof.

Any finding that any provision of these Terms of Use is invalid, illegal, void or unenforceable under the applicable laws shall only render that provision invalid, illegal, void or unenforceable. For the avoidance of doubt, the other provisions of these Terms of Use shall continue in full force and effect, and the invalidity, illegality, voidness or unenforceability of the first mentioned provision shall not affect the validity, legality or enforceability of any other provisions.

A person who is not a party to these Terms of Use has no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any provision of these Terms of Use.

You agree to perform all such acts and/or execute and deliver all such documents as may be required by law or as may be necessary for giving full effect to these Terms of Use and securing to Millipede the full benefit of the rights, powers and remedies conferred upon Millipede by these Terms of Use.

Should you have any questions about these Terms of Use, please feel free to write to us at support@millipede.sg. Thank you for all that you do!