1.1 The provisions set out in this Agreement govern your access to and your use of the Portal and shall constitute a legally binding agreement between you and us. We may change such terms from time to time without prior notice. If you do not agree to such terms, you must not use the Portal.
1.2 Subject to you agreeing to abide by the terms of this Agreement, we hereby grant to you a personal, non-exclusive and non-transferable licence to use the Portal on the terms of this Agreement.
1.3 By registering an account with us (which involves providing us with certain mandatory and voluntary information as required for a successful registration) and using the Portal, you confirm that:
(a) you have read the terms set out in this Agreement and agree to be bound by and comply with them; and
(b) you are 18 years old and above. We may ask for proof of age before you can register for an account with us. If you are under 18 years of age, you must obtain the consent of your parents or legal guardian before registering an account with us or your parent or legal guardian must register an account with us instead on your behalf.
1.4 You are responsible for maintaining the confidentiality of your account, and you are responsible for all activities that occur under your account. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your account.
1.5 We reserve the right to, without any notice, explanation or liability and in our sole discretion, refuse to allow you or suspend your access to the Portal or your account at any time, or remove or edit content (including content submitted by you) on the Portal or on any of our affiliated websites (including social media pages).
1.6 We reserve the right to change, modify, suspend or discontinue any portion of the Services, our Portal or any other products, services, affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
1.7 The following additional terms also apply to your use of the Portal and form part of this Agreement:
- UPLOADING CONTENT TO EDVOCADO
2.1 You irrevocably and unconditionally represent and warrant that any content uploaded by yourself to our Portal complies with our Acceptable Use Policy and the PDPA.
2.2 You are fully responsible for the content uploaded by yourself to our Portal. We will not be responsible, or liable to any third party, for the content or accuracy of any content or data uploaded by you or any other user of our Portal.
2.3 We will only use the content uploaded by you for the purposes of carrying out the Services, carrying out our obligations in this Agreement and any other purpose expressly set out in this Agreement or otherwise agreed between us. We will not otherwise disclose or distribute the content uploaded by you, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority.
2.4 We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our Portal constitutes a violation of their rights under Singapore law.
2.5 We have the right to remove any posting you make on our Portal if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.
2.6 We will not be responsible for the accuracy, completeness or truthfulness of any rating or review in respect of any products or services offered by you through our Portal, and shall not be obliged to verify any such rating or review.
Except as expressly set out in this Agreement or as permitted by any local law, you undertake:
(a) not to reproduce, copy, modify, adapt, alter, translate, publish, display, communicate, transmit, sell, exploit or use the whole or any part of any Service, the Portal or any of the contents therein for any commercial or other purposes;
(b) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the source code of the Portal nor attempt to do any such thing, or to reproduce, display or otherwise provide access to the Services, the Portal or any of the contents therein, including but not limited to framing, mirroring, linking, spidering, scraping or any other technological means;
(c) not to provide or otherwise make available the Portal in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us;
(d) to include our copyright notice on all entire and partial copies you make of the Portal on any medium;
(e) to comply with all applicable technology control or export laws and regulations; and
(f) not to disrupt, disable, or otherwise impair the proper working of the Services, the Portal or our servers, such as through hacking, cyber-attacks (including but not limited to denial-of-service attacks), tampering or reprogramming.
- INTELLECTUAL PROPERTY RIGHTS
4.1 You acknowledge that all intellectual property rights in the Portal anywhere in the world belong to us, that rights in the Portal are licensed (not sold) to you, and that you have no rights in, or to, the Portal other than the right to use them in accordance with the terms of this Agreement.
4.2 Any intellectual property rights in content uploaded by you to our Portal shall continue to belong to you or their respective owners.
4.3 You acknowledge that you have no right to have access to the Portal in source code form.
4.4 You must not modify the paper or digital copies of any materials you have printed off or downloaded from the Portal in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
4.5 Our status (and that of any identified contributors) as the authors of content on the Portal must always be acknowledged.
4.6 You must not use any part of the content on our Portal for commercial purposes without obtaining a licence to do so from us or our licensors.
5.1 While we make all efforts to maintain the accuracy of the information on the Portal, we provide the Services, Portal and all information, content, materials, products and other services included on or otherwise made available to you through the Services (the “Related Content”) on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing. You expressly agree that your use of the Services and the Portal is at your sole risk.
5.2 To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Portal or any Services, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, the Portal, the Related Content, or electronic communications sent by us are free of viruses or other harmful components.
5.3 We do not warrant or guarantee that you will obtain any commercial success through the sale of any Products(s) or otherwise through your participation on the Marketplace or our Portal.
5.4 We make no warranty or guarantee with respect to the accuracy, completeness or truthfulness of any Strength/Weakness Analysis. All such Strength/Weakness Analyses are conducted in our sole discretion and we shall not be obliged to disclose the algorithm for it at any time.
- LIMITATION OF LIABILITY
6.1 We only supply the Portal for domestic and private use. You agree not to use the Services, the Portal and the Related Content for any commercial, business or re-sale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement (including but not limited to the use of, or inability to use, the Services, the Portal or any other website or software) for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data or information;
(e) loss of business opportunity, goodwill or reputation; or
(f) any other indirect or consequential loss or damage.
6.2 Nothing in this Agreement shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud; and/or
(c) any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
6.3 This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Services and the Portal. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and the Portal which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
You agree to indemnify and hold us, our related corporations, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of the Portal, Services, Marketplace and/or any websites or software in relation thereto or otherwise, and whether under this Agreement (including our Acceptable Use Policy), any laws or regulations or otherwise. This shall include any and all claims relating to breach of intellectual property rights or other proprietary rights in any content uploaded by you to our Portal.
- OTHER IMPORTANT TERMS
8.1 We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or obligations under this Agreement.
8.2 You may only transfer your rights or your obligations under this Agreement to another person if we agree in writing.
8.3 No partnership or agency or employment relationship has arisen by reason of this Agreement.
8.4 This Agreement and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement or any document expressly referred to in it.
8.5 If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
8.6 Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
8.7 This Agreement, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by Singapore law. In the event of any such disputes or claims in connection with this Agreement, you agree to first engage in good faith discussions with us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of Singapore.