CAPITASTAR API PORTAL TERMS ("Terms")

1. TERMS OF USE
   1. These Terms set out the basis upon which CapitaStar Pte. Ltd. (hereinafter“CapitaStar”, “we”, “us”, or “our” as the context requires) make our CapitaStar application programming interfaces (the “API”), associated documentation or policies, data, information or test environments (collectively the “Content”) available to you through our API developer portal (accessible at: https://api-portal.capitaland.com) (the “Website”).
   2. In these Terms, the individual, entity or person to whom these Terms apply to shall hereinafter be referred to as “you”, “your”, or “yours” as the context requires. In these Terms, the “Group” means CapitaLand Limited, its subsidiaries, associates, joint ventures and related corporations and all trusts sponsored, owned and/or managed by any of the aforementioned entities. You and we shall collectively be “Parties”.
   3. PLEASE READ THESE TERMS CAREFULLY. BY SIGNING UP FOR AN ACCOUNT WITH US ON THE WEBSITE AND/OR USING THE CONTENT, YOU WILL BE DEEMED TO HAVE AGREED TO THESE TERMS. IF YOU DO NOT AGREE TO COMPLY WITH THESE TERMS, PLEASE DO NOT USE THE CONTENT AND/OR THE WEBSITE (OR IMMEDIATELY DISCONTINUE YOUR ACCESS OF THE SAME).
   4. We may change these Terms from time to time, so please review these Terms regularly. You acknowledge and agree that we may, at our sole discretion, amend or modify any Content and these Terms from time to time upon posting the amended version at the Website (or on any URL we may specify), and that any impact and/or consequences of such modification may have on your use of this Website and the development of your applications are solely at your cost and risk. By you continuing to use the Website after any such amendment, you agree to be bound by these Terms as so amended.
2. ACCESS TO CONTENT
   1. Unless expressly specified in these Terms, you must obtain, and pay for, all telecommunications services, computer equipment, software, and technical infrastructure necessary to connect to, use and integrate the API. We do not provide such services, equipment, software, or support and you will need to obtain these from other suppliers at your own cost and risk.
   2. In order to access and use the Content, you shall sign up for a developer account with us for access and subscription to the API (“Developer Account”). The registration of your Developer Account and/or the activation of any of your subscriptions shall be subject to our approval (at our sole discretion) and we may from time to time prescribe eligibility criteria in relation to such registration and activation and/or require you to submit information to authenticate your identity.
   3. You shall only access or use the Content through the access credentials (“Access Credentials”) issued to you upon successful registration and creation of your Developer Account. We reserve the right to limit access to and/or suspend your access to the Content or your Access Credentials in the event we suspect you have breached any of these Terms (including where we are alerted to and/or become aware of any of the prohibited conduct listed in Clause 2 below).
   4. You shall be fully responsible and liable at all times for all activities performed and/or your use of the Website where such activities and/or use are associated with your Access Credentials. You are responsible for and shall maintain up-to-date and accurate information in relation to your Developer Account (including email addresses, contact entity information, etc).
3. FEES AND CHARGES
   1. We may from time to time prescribe fees and charges for subscriptions to the Content (including each API) under these Terms. We will notify you of such fees and charges in advance in the manner determined by us, including by email or by updating the Website (or on any URL we may specify). If you do not agree to the fees and charges applicable to your subscriptions upon being so notified, you shall be deemed to have rejected and/or terminated these Terms.
4. LICENCE TO API AND DATA
   1. Subject to your timely payment of any fees and charges (if applicable) and any applicable policies and restrictions prescribed by us in respect of the API, we grant you a limited, revocable, non-exclusive, non-sub-licensable, and non-transferable licence in Singapore and Malaysia during the term of these Terms solely to:
      1. install, test and access the API in object code, for the sole purpose of creating and modifying your software, websites, services, and/or applications (“Developer Software”) to enable interaction and communication between the Developer Software and our platform, systems and/or software (the “CapitaStar Platform”), via the API;
      2. use, access, transmit and disclose data (including data provided by us to you through the API (the “CapitaStar Data”)) to and through the API for the sole purpose of interaction and communication of data between the Developer Software and the CapitaStar Platform, provided that:
         1. the data provided by you to us through the API complies with all technical requirements set forth in the applicable specifications and other documentation we may prescribe from time to time; and
         2. prior to a transmission or disclosure of such data, you have obtained all necessary third-party consents to permit such transmission or disclosure (including with respect to intellectual property rights and data protection or privacy rights); and/or
      3. access and use the rest of the Content (such as documentation in relation to the API) solely to support your use of the API as above.
   2. You shall not use or include any of the Group’s trade marks in your Developer Software or in any other material, save that if you use our Content in your Developer Software, you shall include a notice in your Developer Software acknowledging us as the source of your datasets in the form and manner we may prescribe from time to time. Such notice shall be subject to prior approval by us at our sole discretion. You shall not make any statement regarding your use of the Content which suggests partnership with, sponsorship by, or endorsement by us of your products and services.
   3. For certain Content, for example where our third-party suppliers have required it, separate and/or additional usage, privacy or other terms may apply, in particular in relation to user-provided/generated content that appears within the Content. These may be marked on the relevant area of the Website or within the Content itself (as applicable), and it is your responsibility to ensure your compliance with these additional terms, including any updates to them that are made from time to time.
5. OWNERSHIP
   1. We retain ownership of all right, title and interest (including intellectual property rights) in and to the Content (including the API, the CapitaStar Data, ancillary information and metadata related to the use of the Website and the Content, and any improvements, enhancements or modifications thereto made by us or any third party, but excluding the portions of the Developer Software that are independent of the Content). To the extent we, in our sole discretion, provide you with access to such metadata, you may use such metadata only for your own internal technical purposes in developing and/or supporting your application. You retain all intellectual property rights in and to your Developer Software.
   2. We reserve all other rights to the documentation and information pertaining to the Content and to the extent such rights are not expressly identified herein. Except for the above licence in Clause 1, no rights or licences, express or implied, are hereby granted to you with respect to any of our intellectual property rights or under any patents, copyrights or trade secrets as a result of our course of dealings with you hereunder.
   3. We shall retain the right to incorporate into this Website and/or the Content any suggestions submitted by or shared by you during the term of these Terms and/or in the course of your use of any Content or the Website. If incorporated, you hereby agree that such suggestions shall become our intellectual property, and that we shall not be obligated to provide compensation (whether financial or otherwise) to you or any person in connection with such suggestions.
6. RESTRICTIONS AND REQUIREMENTS
   1. By using the API, you warrant, represent and undertake that at all times you shall:
      1. comply with the policies and documentation applicable to the API (including any limits on caching, storing CapitaStar Data obtained through the APIs, usage limits and refresh established by us from time to time;
      2. immediately remove or disable any Content from your Developer Software on receiving notice requesting you to do so from us, or from any of our suppliers, or any third party (including any court or law enforcement agency) and you must notify us immediately of any such third party request;
      3. be solely and entirely responsible for your Developer Software (including but not limited to any actions taken and/or any claims made by others related to your Developer Software), including but not limited to your Developer Software’s development, operation, maintenance, compliance with all applicable laws, and all materials that appear on or within your Developer Software. You shall be fully responsible for providing any customer support or technical assistance to your end users, and shall be fully liable to your end users in respect of your Developer Software;
      4. comply with all applicable data protection laws in relation to your use of the CapitaStar Data (including but not limited to the Personal Data Protection Act (No. 26 of 2012) (“PDPA”) and/or any other data protection or privacy obligations we may prescribe from time to time in relation to the same;
      5. ensure the Developer Software using the API and the Content shall remain with your control, comply with all applicable law and regulations, and not contain anything that infringes the intellectual property rights or any privacy, publicity, or other right of any person or be defamatory, obscene or otherwise unlawful; and
      6. use the most updated version of the API as made available from time to time.
   2. By using the API, you warrant, represent and undertake that at all times you shall NOT, nor attempt to, and shall procure your end users shall not, nor attempt to:
      1. replicate, re-sell, or present a confusingly similar service to our Website or any service provided through it, including the API;
      2. distribute, disclose, publish, market, sell, rent, lease, sublicense or assign to any third party your Access Credentials or any Content to which you have access under these Terms unless otherwise specifically authorised in writing by us;
      3. allow the end users of your Developer Software to conceal their identity, impersonate others, or interfere with or disrupt use of the API or the Website or any other site or service, and the users of your Developer Software shall not threaten or harass others, or otherwise use the API or Content in an antisocial, inappropriate, or unlawful way;
      4. post or distribute any unlawful, harmful, offensive, threatening, abusive, libellous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including (but not limited to) any material that encourages conduct that would constitute any criminal offence, give rise to civil liability, or otherwise violate any applicable laws during the course of your use of any Content or the Website;
      5. use the API or the Content in any manner which might harm us and/or the Group’s brand, goodwill, or reputation, or otherwise bring us and/or the Group into disrepute;
      6. use the API or the Content to develop any Developer Software which is directly in competition with any service provided by the Group;
      7. make mass, automated, or systematic extractions from the Website or the Content, except as permitted by the API;
      8. include the Content or use it to create or include it within another paper or electronic database, or try to resell it or redistribute it. We reserve the right to prohibit or restrict the way in which other websites link to or frame or represent any of the Content;
      9. decompile, reverse compile, reverse engineer, disassemble, decrypt, unmask, reverse assemble or otherwise reduce any portion of the API, the Content, or the Website into a readable form in order to examine the construction of such software; and/or
      10. commit any other restricted acts that we may specify in relation to certain Content from time to time.
   3. By using the API, you acknowledge, agree, and accept that at all times that the API, the Website, and/or Content may include analytics code and other tools that allow us to gather information on the use of the Content, including our use of cookies, running of verification and compliance analysis and/or use of data capture, syndication analysis, and other similar tools to track, extract, compile, aggregate, archive, disclose or otherwise analyse any data or information resulting from your and any other person’s access to and/or use of the Website and the Content (including via the Developer Software), and further that:
      1. you will not disable or interfere with such analytics code and tools; and
      2. the intellectual property rights of all results of such analytics shall vest solely in us.
7. OUR RIGHTS
   1. We may edit or remove any Content on the Website at our sole discretion at any time. We make no promises or claims related to the availability or uptime of the Website, Content and/or your ability to use your Access Credentials.
   2. We may, but are not obliged to, monitor your use of the API and we reserve any other uses of, and rights in, the API and the Content on behalf of both us and our suppliers.
   3. Notwithstanding any usage limits and refresh requirements established by us from time to time, we reserve the right to at any time without notice limit or block access to the API and the Content including where the stability and integrity of the Website is under threat.
8. PERSONAL DATA
   1. To the extent you provide any personal data to us in relation to your registration of your Developer Account, you consent to us and all other persons and entities involved in the Website collecting, using and disclosing the same for the purposes of:
      1. registering your Developer Account;
      2. to process, manage, verify or maintain your Developer Account;
      3. administering and providing you with the API, Content and Website, and responding to your queries, requests, feedback and complaints in relation to the same;
      4. to communicate with you to inform you of changes to the API, Content and/or Website or our policies, terms and conditions and other administrative information;
      5. to carry out the specific purpose for which your personal data was volunteered or provided to us;
      6. analysing your use of the API, Content and/or Website for internal business purposes and to improve the API, Content and/or Website;
      7. conducting market research, understanding and analysing customer behaviour, location, preferences and demographics for us to offer you products and services as well as special offers and marketing programmes which may be relevant to your preferences and profile
      8. sending you updates and information which you may have requested or which we think may be of interest to you; and
      9. such other purposes as may be reasonably related to the above.
   2. You further agree and consent to our Privacy Policy at https://www.capitaland.com/international/en/legal-notices/privacy-policy.html.
   3. Whilst we will take reasonable steps to accurately record your personal data, we require that you provide accurate and complete personal data, and update such personal data with us from time to time.
   4. If you wish to withdraw your consent to any use of your personal data as set out herein, or if you have any questions or complaints relating to your personal data, or if you would like to obtain access and make corrections to your personal data records, please contact our designated Data Protection Officer as follows: cmadpo@capitaland.com
   5. You acknowledge that if you choose to withdraw your consent for the collection, use, disclosure and/or processing of your personal data for the above purposes, we may not be able to continue providing you with the Content (including the API) and/or the Website or otherwise administer your Developer Account. In such an event, we shall have the right to terminate your Developer Account and/or these Terms. Such right shall be without prejudice to our rights and remedies against you in respect of any loss or damages arising from or in connection with such termination.
   6. You agree that your consents granted herein do not supersede or replace any other consents which you may have previously granted to any entity comprised in the Group in respect of your personal data, and are additional to any rights which any entity comprised in the Group may have at law to collect, use, disclose and/or process your personal data. You also agree that any withdrawal of your consents in accordance with these Terms will not affect any other consents which you may have provided to any entity comprised in the Group in respect of your personal data and/or the use of your Singapore telephone number(s) for receiving marketing or promotional information or other advertising or messages.
9. CONFIDENTIALITY
   1. The Access Credentials and any Content or other information disclosed by us to you regarding the API, for the purposes of these Terms, or which by its nature is confidential shall be our confidential and proprietary information (“Confidential Information”) which shall be kept strictly confidential and may not be disclosed to any third party (including, but not limited to, your affiliates) without our prior written consent save for your employees, officers or directors (but only on a need to know basis).
   2. You shall use commercially reasonable means to maintain the confidentiality of Confidential Information in your possession or contained in your application, but in no circumstances by means that are less stringent than those required by law or that you use to safeguard your own confidential or proprietary information (whichever is more stringent).
   3. The foregoing obligations shall not apply to: information that is or becomes publicly available through no fault of you; (ii) information that is known by you prior to the time of disclosure hereunder; (iii) information that is lawfully obtained from a third party who has the right to make such disclosure without any duty of confidentiality; or (iv) any disclosure required by applicable law, provided that you shall use reasonable efforts to give advance notice to, and cooperate with, us in connection with any efforts to prevent such disclosure.
   4. Upon termination of these Terms, you agree to destroy all copies of Confidential Information in you and/or your contractors’ or third party agents’ possession or control, and, upon request, certify such destruction to us.
10. WARRANTIES
    1. You warrant and represent that:
       1. where applicable, you are able and authorised on behalf of your organisation to enter into these Terms;
       2. you are not concealing or disguising your identity to us;
       3. you have a legitimate, lawful purpose for accessing and using this Website, the API, and/or the Content;
       4. you will perform no act that harms us or our rights and interests in this Website, the API and/or the Content;
       5. you will comply with these Terms, and all applicable laws and regulations (including without limitation any data protection and/or export laws); and
       6. you will promptly block, and notify us at the following URL: https://api-portal.capitaland.com/contact-us of any known or suspected unauthorised or prohibited use of any Content or your Access Credentials.
11. LIMITATION OF LIABILITY
    1. By using the Website, the Content and/or the API, you acknowledge, agree, and accept that:
       1. the API may not be available at all times, and we do not provide any service level commitments in respect of the same. The API may be inaccessible during regular maintenance periods and it may from time to time be subject to emergency maintenance or be unavailable for other technical reasons. We do not warrant that the API shall be free from errors or bugs;
       2. your reliance on the Content is at your sole risk and responsibility. We cannot check every item or promise that it will be free of typographical or other errors. Unlike traditional physical media, the Content is provided in a dynamic environment with regular changes and therefore inaccuracies may occur from time to time. You shall double-check the completeness, accuracy, and reliability of the Content if you are in doubt;
       3. Content may contain material owned and provided by third parties and/or links to such material. We do not recommend, endorse, or sponsor, and cannot control and are not responsible for any third party material (if any) within or linked to by the Content. You shall use caution when using such third party material (if any). Such material may be subject to additional terms of use and privacy policies of the third parties (where applicable);
       4. we cannot control and are not responsible for any user provided or user generated content that appears within the Content;
       5. the Content and information and materials contained in or accessed as a result of your Developer Account and/or provided by us to you in connection with the API (including the CapitaStar Data), are provided to you and your organisation on an "AS IS" and "AS AVAILABLE" basis and are of a general nature which have not been verified, considered or assessed by any member of the Group in relation to the making of any specific investment, business, financial or commercial decision. Such information and materials are provided for general information only and you should seek professional advice at all times and obtain independent verification of the information and materials contained herein before making any decision based on any such information or materials;
       6. neither we nor any member of the Group warrants the truth, accuracy, adequacy, completeness or reasonableness of the information and materials contained in or accessed through the Website and expressly disclaims liability for any errors in, or omissions from, such information and materials. No warranty of any kind, implied, express or statutory (including but not limited to, warranties of title, merchantability, satisfactory quality, non-infringement of third-party intellectual property rights, fitness for a particular purpose and freedom from computer virus and other malicious code), is given in conjunction with such information and materials, or the API, the Website and Content in general. Under no circumstances shall us or any member of the Group be liable regardless of the form of action for any failure of performance, system, server or connection failure, error, omission, interruption, breach of security, computer virus, malicious code, corruption, delay in operation or transmission, transmission error or unavailability of access in connection with your accessing the API and/or Website and/or using the Content or Access Credentials; and
       7. in no event shall we or any member of the Group be liable to you or any other party for any damages, losses, expenses or costs whatsoever (including without limitation, any direct, indirect, special, incidental or consequential damages, loss of profits or loss opportunity) arising out of or in connection with your use of the API, the Website, and/or reliance on any Content, Access Credentials and/or other information, materials or services provided through the Website, regardless of the form of action and even if we or any member of the Group had been advised as to the possibility of such damages.
12. INDEMNITY
    1. You hereby agree to indemnify, defend and hold us and/or the Group harmless against all damages, losses, claims, proceedings, expenses and costs (including legal costs) suffered or incurred by us and/or the Group in connection with or arising from:
    1. your access of this Website and/or use of the API, Content and Access Credentials (including use in your Developer Software for which your end users launch a claim against us);
    2. your breach of any of these Terms and/or any applicable policies, guidelines or terms prescribed by us from time to time;
    3. your violation of any rights, including without limitation, the intellectual property rights, of a third party; and/or
    4. any other party’s access, use, breach or violation of the items set out in the above paragraphs (a) to (c), where such party was able to access this Website and/or use the API and/or Content by using your Access Credentials.
13. TERMINATION
    1. Unless you and we expressly agree otherwise in writing (e.g. as part of any separate developer agreement), we may terminate, suspend or restrict your access to the Website and/or your use of the API, Content, Access Credentials and/or related online services at any time at our sole discretion without notice and without assigning any reason therefor.
    2. If you are in breach of these Terms, or we have reasonable grounds to believe that you are in breach, we may immediately suspend and/or terminate your access to this Website without prior notice and without prejudice to all our other rights and remedies (whether at law or in equity) that may arise from your breach.
14. MISCELLANEOUS
    1. These Terms shall be binding upon and shall ensure to the benefit of the respective successors in title of the Parties hereto.
    2. These Terms shall not constitute or imply any partnership, joint venture, agency, fiduciary or other relationship between the Parties other than the contractual relationship expressly provided for in these Terms.
    3. Any rights or remedies conferred by any of the provisions of these Terms upon the Parties shall be in addition to and without prejudice to all other rights, powers and remedies available to the Parties and no exercise or failure to exercise or delay in exercising any rights, powers or remedies available to the Party shall constitute a waiver by the Party of that right, power or remedy or any other rights, powers or remedies or prevent the further exercise of that or any other rights, powers or remedies.
    4. No variation of these Terms shall be binding on CapitaStar unless it is in writing and signed by or on behalf of CapitaStar. The expression "variation" shall include any amendment, supplement, deletion or replacement however effected. Unless expressly agreed, no variation shall constitute a general waiver of any provisions of these Terms, nor shall it affect any rights, obligations or liabilities under or pursuant to these Terms which have already accrued up to the date of variation, and the rights and obligations of the Parties under or pursuant to these Terms shall remain in full force and effect, except and only to the extent that they are so varied.
    5. Each of these Terms is severable and distinct from one another and if at any time, any one or more of these Terms or any part thereof is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will not thereby be affected or impaired in any way.
    6. These Terms constitutes the entire agreement and understanding between the Parties relating to the subject matter of these Terms and neither Party has entered into these Terms in reliance upon any representation, warranty or undertaking of the other Party which is not set out or referred to in these Terms. Nothing in these Terms shall however operate to limit or exclude liability for fraud.
    7. A person who is not party to these Terms has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce any term of these Terms, but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.
    8. These Terms are governed by and shall be construed in accordance with the laws of the Republic of Singapore. You hereby irrevocably submit to the jurisdiction of the courts of the Republic of Singapore.