Sova Terms of Service
Section 1: General Provisions
Article 1: Basic Terms and Application
1. The provisions described herein define the terms by which the Company provides an Internet service (hereinafter referred to as “Service”) to users (“Users”) with which it has entered into a contract with (hereinafter referred to as “Service Agreements”).
|位置付け||Stipulates the contract process for Service Agreements and other rules that apply throughout use of the Service.|
|Per-Service Provisions||(Terms of Service) Per-service provisions stipulating rules for each of the core services and optional services offered as part of the Service.|
|(Provisions for Optional Services) Provisions stipulating rules for optional services added on to the core services provided with the Service. These provisions may either apply as part of these Terms of Service or operate separately from these Terms, depending on the situation.|
2. Service Agreements are based on these Terms of Service and Per-Service Provisions for any other services Users make use of. Service Agreements follow the aggregate rules and provisions of the agreements described above.
3. In the event that the terms of Per-Service Provisions and these Terms of Service contradict or otherwise impede each other, the terms described in the Per-Service Provisions are given priority. Of those, in the event that these Terms of Service and other Provisions for Optional Services contradict or otherwise impede each other, the Provisions for Optional Services are given priority.
4. Service Agreements are entered into individually based on the Terms of Service herein and for each other optional service.
5. Unless explicitly stated otherwise, terms defined in any of the Company’s agreements and provisions retain the same meaning throughout other agreements and provisions.
6. Unless explicitly stated otherwise, URLs, and the web pages linked to therefrom, that appear in these Terms of Service and other Per-Service Provisions are not considered part of those agreements or provisions themselves.
Article 2: Service Types
1. Service types and content are separately defined in the Per-Service Provisions for each service.
Article 3: Notifications
1. The method by which the Company notifies users is chosen at its own discretion, and these methods include but are not limited to e-mail notifications sent to a User’s designated address, notification by postal mail, or notification by posting to the Company’s home page (https://admin.sova.sg/).
2. In the event that the Company notifies Users by e-mail correspondence or by posting to its home page, said notification will hold to have been sent on the day such processes (whatever steps required for completion of transmission or sending) complete.
3. In the event that the Company notifies Users as described in Clause 1 above and said notification fails to reach a User, the Company waives all liability for damages arising from said failure to arrive.
Article 4: Changes to Terms of Service and other Provisions
1. The Company reserves the right to make changes to these Terms of Service or other Per-Service Provisions. The changed Terms of Service and/or Per-Service Provisions will be held to apply mutatis mutandis to existing Service Agreements with Users.
2. In the event that the Company makes changes to these Terms of Service or other Per-Service Provisions, the Company shall notify Users within at least seven days before those changes take effect.
Section 2: Service Agreements
Article 5: Entering into Service Agreements
1. Application to the Service is conducted by completing the relevant application forms or application screen shown on the Company’s home page (both methods hereinafter referred to as “application forms”) and submitting or transmitting said application forms to the Company.
2. Usage period: the Service is provided only after the Service Agreement is established and goes into effect, and after the Company confirms that first-time fees (stipulated in the Per-Service Provisions) have been paid. The Company then notifies the applicant of the date service will begin.
Article 6: Establishment of Service Agreements
Service Agreements go into effect after the Company receives an application by the methods described in Clause 1 of the previous Article and thereby notifies the applicant of approval for the Service. Note that the Company reserves the right to reject an application for the reasons below.
- If the Company determines that it cannot continue provision or maintenance of the Service, or equipment on which the Service runs;
- If an applicant previously failed to perform contractual obligations under contract with the Company, or if the applicant runs the risk of doing the same;
- If false information is provided on the Application Forms or if any information is otherwise misrepresented;
- If any of the points described in Clauses 1 through 3 of Article 24 of this document are found to apply to the applicant;
- If the bank account an applicant designates for payment of usage fees for the Service cannot, for whatever reason, be adequately used for that purpose;
- If an applicant is underage, under care of an adult ward or conservatorship, or has been subject by law to a limited guardianship and requires that guardian’s consent to perform legally-binding acts, and fails to secure consent or authorization from the corresponding representative, proxy, guardian, limited guardian, or conservator;
- If technical or other reasons render provision of the service to the applicant exceedingly difficult or impossible;
- If the applicant is deemed likely to use the Service in ways that would damage the Company’s reputation or standing in society;
- If the applicant is found to be affiliated with a crime syndicate or other organization engaging in acts against society;
- Any other reasons for which the Company deems authorization unsuitable.
2. In the event that the Company rejects application to the Service based on the terms in the Clause above, it shall promptly notify the applicant to that effect. Note that the Company bears no obligation to disclose the reason or reasons for rejection.
Article 7: Changes to Product Names
1. In the event that Per-Service Provisions allow Users to change product names on the Service, Users can request that a product’s name (also referred to as “Plan”) be changed, provided that said request is made within the period of days defined in the corresponding agreement.
2. In the event that the Company receives the above request from a User, it will be handled according to the terms described in Articles 5 and 6 of this agreement.
3. After an item’s name has been changed, the minimum usage period defined in Article 14 commences, starting on the date the new name is used.
Article 8: Reporting Changes to Contract Details
1. In the event of changes to the details submitted on the application forms, Users shall promptly notify the Company by the methods it specifies.
2. In the event that a User undergoes a merger as a corporation, the post-merger entity, whether newly-created, or a continuation of an existing company, shall notify the Company by the documents it specifies within 14 days of said merger.
3. The Company waives all liability for damages to third parties arising from late reporting of the changes described in Clause 2 above, or for a User’s failure to report said changes. If a User is late in reporting said change or fails to report it altogether and the Company fails to or otherwise delays notification as a result, the Company reserves the right to consider that notification to have nevertheless been delivered on time.
4. If any of the following changes occur, and where the User’s continued identity or continued stability of its business is established, those changes will be treated according to Clauses 2 and 3 above.
- When a User changes from a sole entity to a corporation or legal entity;
- If a corporation or legal entity, itself a User of the Service, is split up or its business transferred and continued by another entity;
- If the representative of a private organization, itself a User of the Service, changes;
- Other changes not otherwise described in the above items
Article 9: Succession
1.If an individual User dies, the Service Agreement will hold to have terminated. If, within 14 days of succession or inheritance of the individual’s rights, the successor notifies the Company via separately specified documents and requests individual succession of the deceased’s rights on a Service Agreement, those rights transfer to the successor.
Article 10: Transfer of Contractual Position and Obligations
1. Unless express written authorization is received in advance from the Company, Users are forbidden from transferring or providing as collateral their rights or position vis-à-vis Service Agreements, or from forcing third parties to undertake the selfsame contractual position or obligations.
2. Per the Civil Code of Singapore and the stipulations in Service Agreements, Users are fully responsible for any activities (includes inaction or non-activity) by third parties while on a User account issued by the Company to that User, regardless of whether the User was a party to those activities or non-activities.
Section 3: User Obligations
Article 11: Usage Fees
1. Payments due by Users to the Company consist of the sum of usage fees and GST (hereinafter referred to as “fees”).
2. Usage fees for the Service are as follows:
|Recurring payments||A fixed fee amount recurs over the period that Service is provided||Initial fees||Compensation for initial set-up fees and infrastructural costs|
|Flat-rate usage fees||Fixed monthly payment|
|Lump-sum yearly payment: one-time annual payment|
|One-time payment||One-time payment for Service over a fixed period of time||Spot usage fees||One-time usage fees for provision of Service over a fixed period of time|
3. Service fees and payment schedules are separately defined in the Per-Service Provisions.
4. Unless defined separately in Service Agreements, fees for the Service follow the terms described in Per-Service Provisions that become effective after consenting to that Service Agreement. Note that where commodity prices or the costs to maintain the facilities the Company operates change, the Company reserves the right to notify Users per Article 4, Clause 2 and change usage fees even within an active contract period.
Article 12: Payment
1. Users shall pay fees to the Company in advance by means of one of the methods described in the next clause, said method to be selected by the User at the time of application.
2. Fee payment methods are credit card payment and PayPal payment (available starting late November 2013).
3. Unless defined separately in Per-Service Provisions, fees for optional services shall be paid by the same date and payment method as the corresponding core Service. Note that where an optional service is intended to be paid by a one-time fee, that fee shall be paid by the same means as that for the User’s core Service plan, effective from when the Company begins providing the Service.
Article 13: Late Fees
1. In the event that a User is late in payment of fees, the User shall pay late fees calculated at a 14.5% rate of annual interest.
Article 14: Minimum Usage Period
1. The minimum usage period for the Service is thirty days. In the event that a Service Agreement is cancelled, terminated, or otherwise suspended, the User shall pay a fee equivalent to costs calculated starting from the day after the agreement was suspended until the minimum usage period is met. This fee shall be paid by the day after the agreement is suspended. Other aspects of the Service described in Per-Service Provisions but not explicitly defined have no minimum usage period.
Article 15: Restrictions
1. Users are restricted from engaging in the following activities:
- Infringing on the copyrights, trademarks, or other intellectual property rights of the Company or third parties, or activities that threaten to do the same;
- Infringing on the assets, privacy, or rights to likeness of the Company or third parties, or activities that threaten to do the same;
- Discriminating against, slandering, or defaming the Company or third parties, or promoting selfsame discrimination against the Company or third parties;
- Activities leading to illegal acts, including but not limited to fraud, abuse of controlled substances, child prostitution, illegal trading of bank accounts or mobile telephones, or acts with a high risk of causing the same;
- Transmitting or posting images, text, or other data depicting obscenity, child pornography, or child abuse;
- Launching pyramid schemes or soliciting for the same;
- Altering, falsifying, or deleting information obtained on the Service;
- Transmitting or posting viruses or other harmful computer programs;
- Unauthorized access to servers, network equipment and infrastructure (including those installed by Users, hereinafter referred to as “server infrastructure”), Company routers, backbone infrastructure, networking and power connections, and any other infrastructure involved in the Company’s provision of the Service (excludes server infrastructure). The above equipment and infrastructure is hereinafter collectively referred to as “telecommunications infrastructure.”
- Sending unsolicited e-mails to third parties for advertising, promotional, or solicitation purposes (includes spam mail and other variants), or sending harassing or threatening e-mails to third parties. This includes obstructing third parties’ ability to receive e-mail communications and sending chain mails that request recipients to forward the content to others (includes the act of forwarding an e-mail as part of a chain).
- Obstructing use of Company or third party infrastructure, server infrastructure, and telecommunications infrastructure, or activities that may run the risk of the same;
- Using the Service in a manner that obstructs third parties’ transmission of data, or activities that may run the risk of the same;
- Obstructing the Company’s provision of the Service, or activities that may run the risk of the same;
- Engaging in illegal gambling, or soliciting participation in the same;
- Directly or explicitly undertaking, acting as an intermediary for, or soliciting (includes requesting third parties to perform) illegal acts (including but not limited to transfer of firearms and weaponry, provision of child pornography, counterfeiting official documents, homicide, intimidation, and extortion);
- Posting offensive content or data, such as that depicting cruel imagery like scenes of a homicide, animal abuse, or other themes likely to offend others, or sending such content to unspecified large numbers of people;
- Inviting or soliciting others to engage in suicide;
- Inviting or soliciting others to post content on a web page that could be seen by unspecified numbers of people and in so doing slander or defame others, or infringe on their privacy, or other content leading to illegal acts or with a strong risk of doing the same;
- Excessively bothering, disturbing, or obstructing other Users or third parties or engaging in activities in contravention of social norms;
- Acting against the common weal or acting in a way that may run the risk of the same;
- Acting in contravention of laws, statutes, and regulations, or acting in a way that may run the risk of the same;
- Promoting any of the above activities or posting links that promote the same, in spite of knowledge that said conduct runs against the above guidelines;
- Any other activities the Company deems unsuitable for Users of the Service
2. The Company shall stipulate any additional restrictions and warnings not described above on the Company web site (https://admin.sova.sg/) as needed, and Users shall observe the guidelines therein.
Article 16: Confidentiality of Communication
1. The Company protects the confidentiality of communications used in providing the Service. Data is only used and stored to the extent necessary to ensure smooth operation of the Service.
2. In the event that the Company is compelled to comply with search, seizure, investigation, or other legally mandated measures, the Company will comply, to the extent required, and is exempt from the obligations mentioned in the preceding Clauses.
3. In the event that a User engages in any of the restricted activities stipulated in Article 15 and obstructs provision of the Service, and the Company deems it necessary for reasons of self-defense or aversion of present danger, the Company may disclose or provide parts of a User’s confidential information to the extent required to continue providing the Service smoothly.
3. The Company may entrust Users’ personal information to entities with which it subcontracts work, to the extent required by Clause 2 above.
4. The Company shall not provide Users’ personal information to third parties, the following cases excepted. Confidential information is handled in accordance with the guidelines described in the preceding Clauses.
- If the User in question provides consent;
- To the extent required when establishing outstanding debt, payment, and collection obligations vis-à-vis a User’s use of the Service and providing said information to financial institutions;
- When a judge orders compulsory search, seizure, or other investigation of User data;
- When a public organ with legally-mandated powers to conduct an inquiry requests one, or where other laws, statutes, or regulations require;
- Where the Company deems disclosure necessary for reasons of self-defense or to avert present danger;
5. When a Service Agreement concludes an after a period of time for storage designated by the Company has elapsed, the Company shall delete confidential information and personal information belonging to the User in question. Note that even after the designated storage period has elapsed, the Company reserves the right retain information where required to fulfill legally-mandated obligations.
Section 5: Suspension of Service
Article 18: Suspension of Service
1. The Company may suspend provision of the service for the reasons below:
- Where required for maintenance, repair, or transfer of server and telecommunications infrastructure;
- Where a natural disaster or other emergency, or the threat thereof, requires use of the telecommunications grid for reasons of public welfare;
- Where a telecommunications provider or other entity suspends provision of telecommunications services
2. In the event of suspension of the Service as described in the Clauses above, the Company will notify Users in advance to that effect, including the reasons therefore and the length of suspension. Note that advance warning may not be sent in emergencies.
3. In the event that the Company suspends the Service per Clause 1 above, the Company reserves the right transfer, move, or modify the server and telecommunications infrastructure on which the Service operates to the extent necessary to achieve the ends required by the aforementioned suspension.
4. In the event that the Company suspends the Service per Clause 1 above, it waives all liability for damages caused to Users as a result of suspension or transfer of infrastructure as described in the Clause above.
Article 19: Temporary Suspension of Service
1. In the event of any of the following, the Company may temporarily suspend provision of the Service to the User or Users in question.
- If a User’s payment is late;
- If a User’s actions (includes inaction) cause damage to the server and telecommunications infrastructure on which the Service operates, if there is a risk of the same, or if the Company determines that a User’s actions interfere with the Company’s ability to perform its work as intended;
- If the Company discovers that a User has supplied false information for the application process;
- If a User is requested to comply with the guidelines described in Clauses 1 and 2 of Article 20 and Clauses 1 and 2 of Article 21 and fails to comply as requested within the given period;
- Any other activities that infringe on these Terms of Service or Per-Service Provisions
2. In the event of temporary suspension of the Service as described in the Clauses above, the Company will notify the User in advance to that effect, including the reasons therefore and the length of suspension. Note that advance warning may not be sent in emergencies.
Article 20: Penalties
1. In the event that the Company determines that a User has engaged in one of the restricted activities stipulated in Article 15, or as otherwise required for continued operation of the Service, the Company may take the measures below, either singly or in a combination thereof.
- Require the User to suspend the corresponding activity described in Article 15;
- Require the User to delete data stored on the Service, in whole or in part;
- Limit part of the User’s functionality of the Service;
- Temporarily suspend provision of the Service, as stipulated in the preceding Article;
- Terminate the Service Agreement, as stipulated in Article 24, Clause 1
2. In the event that the Company takes any of the measures stipulated in Clauses 3 through 5 above, the Company will notify the User in advance to that effect, including the reasons therefore and the period of time the measures will apply. Note that advance warning may not be sent in emergencies.
Article 21: Third-Party Claims
1. In the event that a third party lodges a complaint or claim against a User in connection with that User’s use of the Service, and the Company deems measures necessary, the Company may take the measures described in Clause 1 of the preceding Article, or the measures described below, either singly or in a combination thereof.
- Request that the User consult with the third party to resolve the complaint;
- Request that the User delete any offending content posted to the Service;
- Modify, without advance warning, content posted by the User or User’s associates so as to render it not viewable, in whole or in part, by the third party
2. In the event that, per the preceding Clause, the Company takes any of the measures described in Article 20, Clause 1, Items 3 through 5, the Company will notify the User in advance to that effect, including the reasons therefore and the period of time the measures will apply. Note that advance warning may not be sent in emergencies.
Article 22: Changes to Service Names
1. The Company may request that a User change a product (“Plan”) being used on the Service. Users shall not deny said request without justifiable grounds.
Article 23: Cessation of Service
1. The Company may permanently suspend select components or products on the Service where required to in the execution of its obligations. In the event of said cessation, the Company shall notify Users at least one month in advance.
Section 6: Conclusion of Service Agreements
Article 24: Termination of Service Agreements
1. In the event that any of the below Items apply to a User, the Company reserves the right to terminate the User’s agreement without advance notification or warning.
- If any of the Items in Article 19, Clause 1 are found to apply;
- In the event that a claim is raised for seizure, provisional seizure, provisional disposition, tax delinquency, or auction, or if the User in question undergoes proceedings for bankruptcy, civil rehabilitation, special liquidation, corporate reorganization, or other rehabilitative measures, or if the User undergoes liquidation;
- If a draft or check is dishonored, impeding continued payment, or if the User’s financial situation or credit are deemed to have worsened, rendering continued payment impossible;
- Other acts infringing on these Terms of Service or Per-Service Provisions
2. Users can, in accordance with the stipulations in Article 14, cancel Service Agreements by notifying the Company by the final date of termination of the agreement, whereupon the agreement will be considered terminated effective that final termination date.
3. If a User is an individual or private corporation or entity and is paying by annual lump sum payment, even in the event of termination of an agreement as described in the preceding Clause, no amount of the previously-paid fees will be returned. The Company will reimburse Users paying by other methods after first deducting a specified service charge.
Article 25: Contract Period, Termination, and Automatic Renewal
1. The period for Service Agreements is defined on the application page for each Service.
2. Unless a User notifies the Company by the methods it specifies and by the final date of termination of the agreement, of intent to terminate said agreement, the agreement will automatically renew for the period specified in the agreement’s plan and continue in the same fashion until otherwise terminated.
3. The preceding Clause notwithstanding, if the Company notifies the User in question by the final date of termination of the agreement of intent to terminate, the Service Agreement will not renew and thereby terminate.
Section 7: Damages
Article 26: Damages
1. If the Company sustains damages from a User, that User’s representative or proxy, employee, or associate infringing on these Terms of Service or Per-Service Provisions, the User shall pay the Company equivalent compensation for damages.
Article 27: Limitation of Liability
1. If, for causes imputable to the Company, a User is rendered unable to use the Service (limited to ongoing services provided over a fixed period of time), the Company shall compensate the User, solely at the User’s request, for damages caused, provided the discontinuity continues for a period of over twenty-four hours. Damages will be calculated beginning from the date and time the Company discovers said fact, computed by multiplying the number of days the Service was unavailable by an amount equivalent to but not exceeding one-thirtieth of Usage Fees for the core Service in question, rounded to the nearest $1 USD amount. Note that the above does not apply to cases where the Company, acting in bad faith or out of gross negligence, causes damages to an individual (excludes cases where an individual entered into an agreement with the Company as a business or as a representative thereof). If the amount the Company is required to pay does not exceed $100 USD, the Company may substitute as compensation an extension of the agreement period to match the period Service was unavailable.
2. In the event that a User is rendered unable to use the Service for reasons imputable to a flaw in telecommunications services provided by a telecommunications company, the total amount given in compensation to all Users shall not exceed the amount the Company receives from the telecommunications companies or providers in question. The Company shall use this amount to compensate Users for damages as stipulated in the preceding Clause.
Article 28: Disclaimers
1. Unless the Company explicitly stipulates otherwise in these Terms of Service or Per-Service Provisions, the Company shall not be liable for any damages Users sustain in connection with the Service (includes cases where the Service is rendered unusable), notwithstanding any legal obligations like liability for default or illegal acts. Note that the above does not apply to cases where an individual sustains damages (excludes cases where an individual entered into an agreement with the Company as a business or as a representative thereof) in connection with the Service (includes cases where the Service is rendered unusable). Excluding cases where the Company acts in bad faith or out of gross negligence, the Company shall only compensate Users for direct damages sustained from default or illegal acts arising from causes imputable to the Company. The amount paid in compensation for the aforementioned damages shall not exceed an amount equivalent to one month of Usage Fees for the Service in question.
2. Any disputes arising between Users and third parties (within and without Singapore) in connection with use of the Service shall be the sole responsibility, financial or otherwise, of the User or Users in question. The Company waives all liability for and obligation to resolve said disputes.
Section 8: Miscellaneous Provisions
Article 29: Applicable Law
1. These Terms of Service, the Per-Service Provisions, and Service Agreements are contracts based on the Law of Singapore, and the contracts therein are to be interpreted based on that body of laws.
Article 30: Court of Arbitration
All disputes arising from this contract or in relation to this contract, and all issues pertaining to those disputes’ existence, validity, termination, or other aspects shall be referred to arbitration in Singapore. All disputes shall be ultimately resolved by arbitration within Singapore, and the terms thereof adhere to rules stipulated by Singapore International Arbitration Centre. Those rules shall be invoked within this Article and any adjoining Clauses. Courts of arbitration are composed of one arbitrator. The language used for arbitration is English or Japanese.
Article 1: Effectivity
The provisions herein constitute a revision of the Terms of Service applied starting September 1, 2013. Per Article 4 of these Terms of Service, these provisions are effective as of November 12, 2013.
Sova Pte Ltd
12 Marina Boulevard
#17-01 Marina Bay Financial Centre Tower 3