CUSTOMER AGREEMENT

CUSTOMER AGREEMENT

 This Customer Agreement (the “Agreement”) contains the terms and conditions that govern: (1) your access to and use of the V-MORE Portal through a particular account or accounts; (2) the sale and purchase of Products; (3) the sale, purchase and grant of Entitlements and is an agreement between you or the business you represent ("you" and “Customer”) and VMORE Systems Pte Ltd (“V-MORE", “we” and “us”). By registering with us for or using the Portal Services (as defined below), you (on behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement, including the Appendices, Rules and Policies for each service you register for or use in connection with V-MORE’s website.

V-MORE and the Customer shall be hereinafter collectively referred to as the “Parties”, a “Party” or the “other Party”, as the case may be. Capitalised terms have the meanings listed in the Definitions below.

1. V-MORE PORTAL.

1.1 V-MORE operates an internet platform (“V-MORE Portal”) under which goods and services (“Products”) marketed by either V-MORE directly or by various merchants (”Merchants”). V-MORE will from time to time add and remove Products as well as Merchants that are listed on the V-MORE Portal at its sole and absolute discretion.

1.2 Customer agrees to comply with the Company Regulations set out in Annex A which are hereby incorporated by reference.

 2. PORTAL SERVICES

2.1. 

(a) Portal Services. V-MORE shall provide a portal pursuant to which Customer is permitted access to and use of a V-MORE Portal (“Portal Services”) under which Products are displayed at V-MORE’s discretion for purchase. These Products are sold either by Merchants directly to Customer under which V-MORE functions strictly as a no-liability aggregator intermediary and is also not liable for order fulfilment, or alternatively Products are sold by V-MORE itself to Customer under which V-MORE is responsible to keep inventory of such Products and for order fulfilment of such Products to Customer.

(b) Products from Merchant. Where a Customer intends to purchase a Product that is offered by a Merchant, Customer may select to offer to a relevant Merchant to purchase (“Offer” for purposes of this clause 2.1(b)) such Product (“Offered Product” for purposes of this clause 2.1(b)) and subject to the Offer being compliant to the rules (“Rules”) and policies (“Policies”), and subject to V-MORE’s sole and absolute discretion, such Offer shall be forwarded to the relevant Merchant for their consideration, rejection, acceptance, counteroffer, or otherwise. The Merchant offered may select to accept or reject such purchase orders at its sole and absolute discretion whereupon such Merchant may submit its confirmation to Customer.

(c) Products from V-MORE. Further to clause (b), where a Customer intends to purchase a Product that is offered by V-MORE, Customer may select to offer (“Offer” for purposes of this clause 2.1(c)) such Product (“Offered Product” for purposes of this clause 2.1(c)) and subject to the Offer being compliant to the Rules and Policies, and subject to V-MORE’s sole and absolute discretion, V-MORE may accept or reject such Offer whereupon V-MORE may notify the Customer of such acceptance or rejection, as the case may be.

 2.2. Right of cancellation and refund of products.

(a) Products from Merchants. V-MORE is not responsible for examining or evaluating, and does not warrant the offerings or policies of, any of the Merchants. V-MORE does not assume any responsibility or liability for the actions, product, and content of all of these or any other third parties. You should carefully review their cancellation and refund policies. Any request for cancellation or refund must be made directly to the Merchant and V-MORE does not accept any request to notify any Merchant of any communication made to us. Note that any V-MORE Entitlements used by you in respect of such cancelled or refunded Product will not be returned.

 (b) Products from V-MORE.

 (i) For Products that are purchased from V-MORE, and not from Merchants, you may request for: (a) cancellation of your order of a particular Product within seven (7) days from the date you placed an order for the Product and / or (b) refund within seven (7) days from the date you receive the Product ordered via the V-MORE Portal (“Cancellation Deadline”). However, we reserve the right to accept or reject such requests made within the Cancellation Deadline at our sole and absolute discretion. Where applicable, refunds may be granted upon receipt of the Product in question in good condition.

 (ii) Note that any V-MORE Entitlements used by you in respect of such cancelled or refunded Product will not be returned.

 (iii) You must inform us of your decision to cancel your order through the V-MORE Platform. Then, you must send back the Products by the instructions we provide no later than the Cancellation Deadline. You will have to bear direct and indirect costs of returning these Products. You will be liable if the value of the Products returned diminishes due to the handling of the Products (except when it was necessary to establish the nature, characteristics and functioning of the Products).

2.2.1. For purposes of Products that are physically delivered, upon our acceptance of your request for cancellation and our receipt of all cancelled Products in the condition delivered to you within the Cancellation Deadline to our satisfaction, we will reimburse all payments received from you for the Products purchased and we may, at our sole and absolute discretion, also reimburse delivery charges for the least expensive type of delivery offered by us, no later than 7 days from the day on which we receive the above communication. We will use the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise. In any event, you will not incur any cancellation fees as a result of such reimbursement. We may withhold reimbursement until we have received the Products back or you have supplied evidence of having sent back the Products.

 

2.3. The Portal Services may be discontinued by V-MORE without notice to Customer with immediate effect without liability to V-MORE whatsoever. Customer’s access to and use of the V-MORE Portal shall be subject to the Rules and Policies. The Rules and Policies may be varied or removed by V-MORE in its sole and absolute discretion and new rules and policies may be added by V-MORE in its sole and absolute discretion. If Customer disagrees with any Rules and Policies, Customer must immediately give V-MORE express notification in writing and cease access and use of the V-MORE Portal failing which Customer is deemed to have agreed with all Rules and Policies and/or any variation, addition or removal of Rules and Policies.

2.4. Customer agrees to provide all information and materials as may be reasonably required by V-MORE in connection with Customer’s transactions conducted through or as a result of use of the Portal Services.

2.5. Termination of Portal Services.

2.5.1. V-MORE shall be entitled to terminate the Portal Services with immediate effect and without prior notice, notwithstanding that in the event of the breach of any provisions herein and the other Party has not remedied such breach of the Agreement. For the avoidance of doubt, any steps taken by V-MORE shall not limit or exclude V-MORE’s entitlement to claim against Customer any costs, expenses, damages, and any other losses.

2.5.2. Customer shall be entitled to terminate the Portal Services immediately by giving express prior written notice to V-MORE.

 2.6. Entitlements.

2.6.1. V-MORE may sell or grant free-of-charge entitlements, some of which may be subject to restrictions, at V-MORE’s sole and absolute discretion (“Entitlements”).

2.6.2. Entitlements may only be used in the manner described to Customers.

2.6.3. When Customers purchase Entitlements such Entitlements are subject to a sixty (60) day full refund option from the date of purchase of the Entitlements.

2.6.4. When Customers use Entitlements, such use is irrevocable and may not be rescinded under any circumstances except at our sole and absolute discretion.

3. INTERMEDIARY

3.1. Customer agrees that except as provided in this Agreement, V-MORE is not a party or otherwise a participant to any contract, compromise, matter, proposal, undertaking, understanding, or any other arrangement, whether written, verbal, implied, express or otherwise, made pursuant to any provision of this Agreement (“Contract”, for purposes of this Clause 3) or any transaction or matter reasonably related to such Contract, V-MORE Portal or Portal Services (“Relevant Matter”, for purposes of this Clause 3) hereof, even though V-MORE may from time to time be requested by various parties to perform tasks that involve Customer, unless such Contract or Relevant Matter has been specifically, expressly and in written form assented to and executed by a representative duly authorised by V-MORE. Customer shall not allege, make, pursue or assist in any claim against V-MORE in respect of any Contract or Relevant Matter.

3.2. Customer shall take and omit to take all steps reasonably necessary to procure that all parties to all Contracts and Relevant Matter (expressly and in writing, where relevant):

(a) exclude V-MORE as a party to any Contract or Relevant Matter and warrants that such exclusion is enforceable in all relevant jurisdictions against any party.

(b) agree (jointly and severally, where relevant) to waive any and all claims, entitlements, privileges, allegations, demands, requests, that are available or may become available to such parties in respect of any laws, legislation, policies, or other regulations that allow V-MORE that is not a party to all any Contract or Relevant Matter: (i) to be treated as a party to such Contract or Relevant Matter, or (ii) to be liable in respect of any claim, loss, damages, fine, action, suit, obligation, settlement, judgment, liability, entitlement, privilege, allegation, demand, request, costs and expenses.

(c) agree that V-MORE does not by the operation of any Contract or Relevant Matter be construed to (i) be vested the ownership and/or possession of any Product; or (ii) act as bailee of any Product;

 d) agree (jointly and severally, where relevant) to waive any and all claims, entitlements, privileges, allegations, demands, requests, that arise from V-MORE having ownership, possession or acting as bailee of any Product(s).

(e) agree (jointly and severally, where relevant) to defend, protect, indemnify and hold harmless V-MORE (including without limitation any Affiliate) in respect of any and all claims, damages, actions, suits, settlements, judgments, liabilities, entitlements, privileges, allegations, demands, requests and costs (including without limitation lawyers’ fees and costs) that are available or may become available to such parties reasonably arising from any Contract or Relevant Matter and in the event of any dispute or proceedings (whether civil or criminal) reasonably arising from such Contract or Relevant Matter including without limitation to any claims arising from V-MORE being claimed as bailee of any Product or under any liability arising from any Contract or Relevant Matter.

 3.3 Further to clause 3.2, Customer agrees not to take any step to make any claim against V-MORE in relation to any subject matter set out in clause 3.2, and not to participate in any claim by any other entity claiming against V-MORE except for purposes of assisting V-MORE in its defence against such claim.

4. GENERAL

 4.1. Relationship.

(a) Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employer/employee or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other.

(b) V-MORE’s relationship to the Customer is that of an independent contractor. Customer shall have no authority to bind V-MORE to any contractual terms, or to assume or create obligations of any kind on V-MORE’s behalf. Customer is not an agent, will not hold itself out as agent of Customer irrespective of the context and will expressly declare to all parties that Customer is not an agent of V-MORE, has no authority to bind V-MORE to any contractual terms, or to assume or create obligations of any kind on V-MORE’s behalf.

Customer shall not take any step to claim or enforce rights where claim or enforcement will result in consequences inconsistent with the contract terms described in clauses 3.2(a) to (e) assuming that such contract terms are binding between Parties.

4.2. Subcontracting, third parties, agents, etc.

(a) V-MORE may have any obligation, including without limitation to the Portal Services, and order fulfilment carried out by third parties. Customer agrees that all the provisions (inter alia) limiting liability of V-MORE and imposing on Customer the obligation to indemnify V-MORE shall apply vis-à-vis Customer and such persons.

(b) For all purposes under this Agreement, the Customer has full responsibility and liability for all acts or omissions of Customer’s Authorized Persons, Accompanying Persons, Associated Entities, agents, and all other representatives, and all such acts or omissions will be attributed to Customer for all purposes, including for the purposes of determining whether Customer has breached the Agreement. Without limiting the foregoing, the Customer is responsible and must ensure that Customer’s Authorized Persons, Accompanying Persons, Associated Entities, agents, and all other representatives do not take any actions that Customer is prohibited from taking under the Agreement.

4.3. Governing law and jurisdiction.

4.3.1. This Agreement shall be governed by the laws of the Republic of Singapore. The United Nations Conventions on Contracts for the International Sale of Goods will not apply to this Agreement. The Parties submit irrevocably to the non-exclusive jurisdiction of the Courts of the Republic of Singapore.

4.3.2. Negotiation. The Parties shall attempt to settle in good faith any dispute or difference which arises between them out of or in connection with this Agreement, by negotiations, prior to resorting to any judicial process.

4.4. Prevalence. In the event of ambiguity, conflict or inconsistency among the documents comprising this Agreement, the documents shall be given an order of precedence as follows where the terms of the earlier-listed document will prevail over the terms of the later-listed document as follows: (i) the Rules; (ii) this Agreement; and (iii) any other category of documents.

4.5. Confidential information.

4.5.1. Customer will not disclose Confidential Information from V-MORE without the express prior written consent of V-MORE except where:

(a) the disclosure is required by applicable law or regulation or by an order of a court or other governmental body having jurisdiction after giving reasonable notice to V-MORE with adequate time for V-MORE to seek a protective order;

(b) the disclosure is necessary under any applicable securities laws regarding public disclosure of business information; or

(c) the disclosure is absolutely necessary for Customer to exercise its rights and perform its obligations under this Agreement, so long as in all cases referenced above, in this sub-Clause (c), the disclosure is no broader than strictly necessary, and the person or entity who receives the disclosure agrees prior to receiving the disclosure to keep the information confidential to a similar or greater degree confidentiality as that applicable to Customer.

4.5.2. Customer is responsible for ensuring that any Confidential Information of V-MORE that Customer discloses pursuant to this Agreement (other than disclosures pursuant to sub-Clauses

4.5.1(a), 4.5.1(b) and 4.5.1(c) above that cannot be kept confidential by Customer) is kept confidential by the person receiving the disclosure to the same extent that the receiving Party must keep the information confidential.

4.5.3. V-MORE does not grant the other Party the right to use its trademarks, service marks, trade names, logos, copyrights, or other Intellectual Property rights or other designations in any promotion, publication, or press release without the prior written consent of V-MORE.

4.5.4. Customer hereby grants V-MORE a non-exclusive, perpetual, irrevocable, royalty free worldwide licence to use Customer’s Confidential Information as set out in this Clause 4.5 provided that Customer personal data will be used only in accordance with the terms in Clause 4.18 taking into consideration in particular the scope of consent given by Customer to V-MORE.

4.6. Interpretation. Words of the masculine gender will be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number will include the plural number and vice versa unless the context will otherwise indicate. References to Clauses of this Agreement are to this Agreement as originally executed. Words importing persons include firms, partnerships, joint ventures, joint stock companies, trusts, incorporated or un-incorporated organisations, governmental or regulatory bodies or entities, associations and corporations. References herein to "include", "includes" or "including" shall mean without limitation or exhaustion. The headings in this Agreement are for reference only, and shall not affect the interpretation of this Agreement.

4.7. Portal Services.

4.7.1. Customer agrees to indemnify, hold V-MORE harmless against and pay all costs, expenses, disbursements, expenditures, outlaws, overheads, outgoings, and any other amounts which V-MORE may sustain or incur in respect of any breach of this Agreement. Customer shall defend any claim made by any party against V-MORE at its expense. V-MORE is entitled to participate in the defence at its own expense.

4.7.2. All Portal Services provided by V-MORE to customer pursuant to this Agreement are provided or performed on an "as is", “as available” basis, and customer’s use of V-MORE’s Portal Services is solely at its own risk.

4.7.3. Notwithstanding anything to the contrary in this Agreement, in no event will V-MORE be liable to customer for (i) lost profits; (ii) loss of business; (iii) loss of revenues; (iv) loss of data or interruption or corruption of data; (v) any consequential or indirect damages; or (vi) any incidental, special, reliance, exemplary or punitive damages (if applicable), even if advised of the possibility of such damages, resulting from, directly, or indirectly, without limitation, to: (a) Customer’s use of or Customer’s inability to use the Portal Services; (b) pricing, shipping, format or other guidance provided to the Customers; (c) delays or disruptions in the Portal Services; (d) viruses or other malicious software obtained by accessing or linking to the Portal Services; (e) glitches, bugs, errors or inaccuracies of any kind in the Portal Services; (f) damage to Customer’s hardware device from the use of any of the Portal Services; (g) the content, actions, or inactions of third parties, including items listed using the Portal Services or the destruction of allegedly fake items; (h) a suspension or other action taken with respect to Customer’s account or breach of this Agreement; (i) Customer’s need to modify practices, content or behaviour as a result of changes to this Agreement; (j) performance or lack thereof by Customer subsequent to any order made by Customer on the V-MORE Portal; (k) delivery of Products; or (l) any non-suitability, not fit for purpose or non-conformity with description (“Non-Suitability”) or apparent Non-Suitability of any Product.

4.7.4. Notwithstanding anything to the contrary in this Agreement, V-MORE's total liability to Customer with respect to all claims arising from or related to the subject matter of this agreement (including attorney’s fees) will not exceed the amount actually paid by customer to V-MORE for the three (3) month period immediately preceding the month in which the first claim arose or USD 5,000, whichever the lower amount.

4.7.5. The limitations set forth in Clauses 4.7.2 to 4.7.4 will apply to all claims and causes of action, regardless of whether in contract, tort, strict liability or other theory.

4.7.6. Customer waives the right to bring any claim against V-MORE arising out of or in any way relating to this Agreement more than one (1) year after the date these Portal Services are discontinued, expired, terminated or otherwise ceased, or one (1) year after the date of the occurrence of the event giving rise to the basis of a claim, whichever the earlier date. In the latter case, where an event is not an instantaneous event but occurs over a period of time, or if the basis of a claim arises from a series of events, then the one (1) year period shall be deemed to commence from the first day of such event, or the first day of the series of events, respectively. Each Party recognizes and agrees that the warranty disclaimers, limitations of liability and remedy limitations in this Agreement are bases of this Agreement materially bargained for by V-MORE and Customer.

4.7.7. In addition and without prejudice to the above and to any other provision of this Agreement, Customer has the sole responsibility (to the specific exclusion of V-MORE) for: (a) the selection of the proper Product(s) appropriate for Customer’s purposes and/or intended use; and (b) ensuring that any Product ordered and/or purchased are merchantable and fit for particular purposes required by Customer.

4.8 Product Sale.

(a) ALL PRODUCTS PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED OR PERFORMED ON AN "AS IS", “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF THE PRODUCTS ARE SOLELY AT ITS OWN RISK. V-MORE DOES NOT MAKE, AND HEREBY DISCLAIMS, (I) ALL EXPRESS WARRANTIES WITH REGARD TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE PRODUCTS PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE (WHERE RELEVANT); AND (II) ANY AND ALL IMPLIED WARRANTIES WITH REGARD TO THE PRODUCTS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (I) LOST PROFITS; (II) LOSS OF BUSINESS; (III) LOSS OF REVENUES (EXCEPT THAT CUSTOMER SHALL BE LIABLE FOR ANY SERVICE FEES OR OTHER AMOUNTS OWED TO V-MORE UNDER THIS AGREEMENT); (IV) LOSS OF DATA OR INTERRUPTION OR CORRUPTION OF DATA; (V) ANY CONSEQUENTIAL OR INDIRECT DAMAGES; OR (VI) ANY INCIDENTAL, SPECIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES (IF APPLICABLE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) PRODUCTS FROM MERCHANTS. FOR THE CASE WHERE PRODUCTS ARE OFFERED TO MERCHANTS AND SOLD BY MERCHANTS TO CUSTOMER: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, V-MORE 'S TOTAL LIABILITY TO CUSTOMER IN THE AGGREGATE FOR THE ENTIRE TERM (AND REGARDLESS OF WHETHER THE CLAIMS ARE BROUGHT DURING OR AFTER THE TERM) WITH RESPECT TO ALL CLAIMS ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING ATTORNEY’S FEES) WILL NOT EXCEED THE LESSER OF USD 100 OR THE PRICE OF ONE UNIT OF THE PRODUCT FOR WHICH THE CLAIM AROSE.

(d) PRODUCTS FROM V-MORE. FOR THE CASE WHERE PRODUCTS ARE OFFERED TO V-MORE AND SOLD BY V-MORE TO CUSTOMER: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, V-MORE 'S TOTAL LIABILITY TO CUSTOMER IN THE AGGREGATE FOR THE ENTIRE TERM (AND REGARDLESS OF WHETHER THE CLAIMS ARE BROUGHT DURING OR AFTER THE TERM) WITH RESPECT TO ALL CLAIMS ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING ATTORNEY’S FEES) WILL NOT EXCEED THE LESSER OF THE AMOUNT ACTUALLY PAID BY CUSTOMER TO V-MORE AND THE PRICE OF ONE UNIT OF THE PRODUCT FOR WHICH THE CLAIM AROSE.

(e) THE LIMITATIONS SET FORTH IN SECTIONS 4.8(b)-(d) WILL APPLY TO ALL CLAIMS AND CAUSES OF ACTION, REGARDLESS OF WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY.

 

(f) Customer hereby waives the right to bring any claim against V-MORE arising out of or in any way relating to this Agreement more than one (1) year after the right to a claim first arose. Where an event giving rise to a claim is not an instantaneous event but occurs over a period of time, or if the basis of a claim arises from a series of events, then the one (1) year period shall be deemed to commence from the first day of such event, or the first day of the first event, of the series, respectively. Each Party recognizes and agrees that the warranty disclaimers, limitations of liability and remedy limitations in this Agreement are bases of this Agreement materially bargained for by V-MORE and Customer.

4.9. Waivers. The failure of V-MORE to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of V-MORE’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver by V-MORE to or of any other breach or default in the performance of the same or any other obligation. Neither the course of conduct between Customer and V-MORE nor trade practice shall act to modify any provision of this Agreement.

4.10. Amendment.

(a) V-MORE reserves the right to make changes to this Agreement at any time by giving Customers notice.

(b) The changes shall take effect on the date specified in the notice. The obligation to give Customers prior notice does not apply if additions and/or variations are required in an emergency or where it is not practicable to give such notice.  Further, V-MORE may make amendments for administrative or clarification purposes and include additional terms and conditions governing new Products without giving Customers any notice.

(c) The prior notice may be given to Customers by exhibiting such notice of the amendments or making available a set of the revised Agreement and/or any other terms, conditions, rules or regulations on our website or via publication through any media. Upon such exhibition or publication, Customers are considered to have been notified of such amended Agreement.

(d) If Customers do not accept any addition and/or variation to this Agreement, you shall immediately discontinue operating and close your account on the V-MORE Portal (the “Account”). If Customers continue to operate the Account after such notification, Customers are deemed to have agreed to the addition and/or variation without reservation.

(e) If there is any inconsistency between the English version and the Chinese or other versions of this Agreement, the English version will prevail. 

4.11. Severability. If any provision of this Agreement is held to be invalid or unenforceable, all other provisions of this Agreement shall remain in full force and effect.

4.12. Notices. Any communication or notice to be made pursuant to this Agreement shall be provided via publication through our V-MORE Portal or any media or by letter or by e-mail to the other Party.

V-MORE
Address: as provided in our notifications to you
Email: as provided in our notifications to you

 Customer
Address: As provided by Customer to V-MORE
Email: As provided by Customer to V-MORE

4.13. Entire Agreement. This Agreement constitutes the final, complete and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

4.14. Warranties. Without prejudice to any provision herein, Customer hereby represents and warrants that Customer will use the Portal Services and use any Products purchased by Customer subject to the following terms:

(a) such use of the Portal Services and use of the Products will not infringe, misappropriate or otherwise violate any third party’s Intellectual Property rights. Customer will contact V-MORE immediately if anyone makes or threatens to make a claim against Customer or V-MORE relating to the use of the Portal Services and/or use of the Products and Customer will comply with all reasonable requests from V-MORE in relation to any such claim;

(b) such use of the Portal Services and use of the Products will conform to all the requirements of applicable Law, including all applicable health, safety and environmental regulations;

(c) such use of the Portal Services and use of the Products will be in compliance with applicable Laws; and

(e) such use of the Products will be in compliance with all terms and conditions for which such use is subject to.

4.15. Intellectual Property.

(a) Except as expressly authorised by V-MORE in writing or to the extent that such activity is permitted by law Customer shall not, and shall procure that no employee, agent, officer, contractor, subcontractor, partner or any other representative:

(i) in any way tamper with, reverse engineer or otherwise copy, adapt, lease, lend, distribute, sell, sublicense, or otherwise transfer any the of the V-MORE Portal software or its functionality, all the Intellectual Property rights to which belong to V-MORE or its licensors;

(ii) copy, sublicense, distribute sell, or publish any of the content of the V-MORE Portal or any Product;

(iii) interfere or attempt to interfere with the proper operation of the V-MORE Portal or the Portal Services;

(iv) grant or allow access to the V-MORE Portal or Portal Services to any person other than a person employed by Customer who has been authorised by Customer to carry out Customer’s tasks pursuant to this Agreement and then only for as long as V-MORE is satisfied that they are that person;

(v) use the V-MORE Portal, its Portal Services or the Content other than as expressly permitted by this Agreement; and

 (vi) resell any Portal Service or Product which Customer has purchased or is entitled to use.

 (b) All Intellectual Property that is generated, developed or created pursuant to any acts reasonably related to this Agreement, whether for use in or as a part of the Portal Services, or otherwise, shall be the property of V-MORE. Customer shall do everything in Customer’s own expense necessary to assist V-MORE in the protection of such Intellectual Property. The terms of this Clause 4.15(b) shall survive the termination of the Portal Services.

 (c) If Customer or any of Customer’s Affiliates provides V-MORE or its Affiliates any information, feedback, suggestions, recommendations, or other input, or any other communications (“Communications”), then Customer, on behalf of Customer and Customer’s Affiliates, will and hereby does grant to V-MORE and its Affiliates, under all Customer’s Intellectual Property rights in the most extensive way possible under applicable laws, a worldwide, royalty-free, fully paid-up, non-exclusive, transferable, perpetual, irrevocable license (with rights to sublicense through multiple tiers of sublicensees to such Intellectual Property rights) for the entire duration of their protection (including any extension and renewal) to: (i) adapt, modify, and create derivative works of the Communications; and (ii) make, have made, use, copy, offer to sell, sell, perform, display, distribute, import, and otherwise dispose of the Communications (and adaptations, modifications, and derivative works of the Communications) and any product, technology, or service that incorporates, is combined or used with, or marketed for use or combination with, any Communications.

(d) Trademarks. V-MORE’s trademarks, service marks, trade names, logos, copyrights, or other Intellectual Property rights or other designations in any promotion, publication, or press release may not be used in connection with any product or service that is not V-MORE’s, in any manner that is likely to cause confusion among customers or in any manner that discredits V-MORE. V-MORE’s trademarks, service marks, trade names, logos, copyrights, or other Intellectual Property rights or other designations in any promotion, publication, or press release may not be used without the prior written consent of V-MORE. All other trademarks not owned by V-MORE that appear in any Portal Services are the property of their respective owners.

4.16. Investigations. Customer shall co-operate fully with investigations of violations of systems or security networks or security at other sites and with law enforcement authorities in the investigation of possible criminal violations. If Customer violates any systems and/or network security, Customer may also incur other criminal or civil liability.

4.17. Data protection.

4.17.1. Compliance. To the extent that V-MORE provides any Personal Data to Customer or Customer processes any Personal Data on behalf of V-MORE (referred to in this Clause 4.17 collectively as “V-MORE Data”), Customer must comply with all applicable laws in all jurisdictions, including but not limited to the Singapore Personal Data Protection Act (No.26 of 2012) (collectively referred to in this Clause 4.17 as the “Relevant Data Protection Laws”), and the terms of this Clause 4.17. For the purposes of this Clause 4.17, “Personal Data” means: (a) any data, whether true or not, about an individual (whether living or deceased) who can be identified: (i) from that data, or (ii) from that data and other information to which the organisation has or is likely to have access; and (b) any data defined by any legislation, subsidiary legislation, rules, regulations, directives, guidelines, policies or any other legal or quasi-legal regulations (“Relevant Legislation” for purposes of this Clause 4.17) to be personal data and subject to regulation by such Legislation.

4.17.2. Limited purposes obligation. Customer will Process V-MORE Data solely and to the extent necessary for the purposes of providing the Products specified in this Agreement and pursuant to V-MORE’s instructions. Customer will not process V-MORE Data for any other purpose unless authorised by V-MORE in writing.

4.17.3. Transfer limitation obligation. Customer will not transfer or disclose V-MORE Data to any third party or outside Singapore without V-MORE’s express written permission, which may be given subject to such conditions as V-MORE considers appropriate. In the event Customer transfers V-MORE Data to any party outside Singapore, the Customer represents and warrants that V-MORE Data so transferred will at all times be accorded a standard of protection at least comparable to the protection provided under the Relevant Data Protection Laws. Customer warrants that it would comply with all data protection laws applicable to Customer in relation to Customer’s collection of personal data.

4.17.4. Retention limitation obligation. Upon written request of V-MORE or upon the termination or expiry of this Agreement, Customer shall at the option of V-MORE, return or destroy all V-MORE Data in its possession or control as a result of this Agreement.

4.17.5. Protection obligation. Customer represents and warrants that reasonable security arrangements have been made to protect personal data in its possession or under its control in order to prevent unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks throughout the term of this Agreement.

4.17.6. Breach. Customer must immediately notify V-MORE in writing of any breach of its obligations under this Clause (including any unauthorised disclosure of V-MORE Data by any third party) and fully co-operate with V-MORE in relation to any such breach.

4.18. Consent. Without limitation to any other Clause, you consent to V-MORE disclosing to any Merchant (referred to in this Clause 4.18 as the “Relevant Merchant”) that Customer has made any Offer under Clause 2.1(b) and 2.1(c) and any service provider that the Relevant Merchant may contract with in the course of delivering the relevant Products to the Customer (referred to in this Clause 4.18 as the “Relevant Service Provider”), including without limitation to logistics service providers, insurance brokers, insurers: 

(a) Personal Data of any person involved in the performance of obligations reasonably related to any Offer

(b) any information where V-MORE in good faith believes it to be necessary to do so for the proper operation of the Portal Services;

(c) any information where V-MORE is legally obliged to do so by any government authority or regulatory body or where it is necessary for V-MORE to do so in order to identify, contact or bring legal action against someone who may be violating this Agreement or may (either intentionally or unintentionally) be causing injury to or interference with the rights or property of V-MORE or any third party; and

(d) any information from or relating to Customer’s use of the Portal Services, provided that the following cannot be identified from such information: full name, national identification number, passport number, personal contact information, facial image, voice, fingerprint, iris image or DNA profile.

4.19. Acceptable Use.

4.19.1. If V-MORE reasonably believes in its sole opinion that any of Customer’s information may (i) create liability for V-MORE or the Merchant or any other third party, or (ii) damage the hardware or software of V-MORE or any other third party, or (iii) otherwise cause harm to V-MORE or any other third party, V-MORE may notify Customer of such belief and of its intention to act, and immediately thereafter remove such information from its systems or otherwise limit Customer’s use of the Portal Services.

4.19.2. Upon the termination of the Portal Services, for any reason, all software licences granted by V-MORE (if any) will terminate immediately, and Customer will return or destroy any copies of any software licensed to Customer by V-MORE, if any. Termination shall not affect V-MORE’s accrued rights or liabilities under these GTCs.

4.20. Force Majeure. Under no circumstances shall V-MORE be held liable for any delay or failure or disruption of the content or services delivered through the Portal Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or material, fire, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

4.21. Corrupt Practices. It is the intent of the parties that no payments or transfers of value by Customer: (a) in connection with this Agreement or (b) relates to a matter connected with the subject matter of this Agreement; shall be made that have the purpose or effect of public or commercial bribery, or acceptance of or acquiescence in, extortion, kickbacks, or other unlawful or improper means of obtaining business. Customer hereby represents, warrants, and covenants that Customer and Customer’s Affiliates are fully aware of the provisions of the United States Foreign Corrupt Practices Act (referred to in this Clause as “FCPA”), 15 U.S.C. §§78dd-1, et seq., as amended regarding, among other things, payments to government officials, and that Customer and Customer’s Affiliates will use, have used, procure, purchase, obtain the Portal Services in compliance with the FCPA and all other applicable international, federal, state and local laws, including but not limited to all bribery and corruption laws in all relevant jurisdictions in which Customer, Customer’s Affiliates and V-MORE operate in.

 4.22. Non-Disparagements.

4.22.1. You represent and agree that you will not at any time during your use of the Portal Services, and in respect of the purchase of any Product, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or Internet bulletin boards, blogs, social media, such as Facebook, LinkedIn, or Twitter, or any other form of communication, disparage, defame, impugn, damage or assail the reputation, or cause or tend to cause the recipient of a communication to question the business condition, integrity, competence, good character, professionalism, or product quality of V-MORE or its stockholders, directors, officers, employees, services or business practices, as applicable, whether by virtue of the provisions of this Agreement or any of the details covered by provisions of this Agreement, except as follows: your counsel, immediate family, or spouse, when such disclosure is required by a subpoena issued by a court of competent jurisdiction, and except as required by law or order of court. Nothing in this provision shall be read to prohibit regular and commercially reasonable acceptable competitive business speech by you.

4.22.2. You acknowledge that a breach of Clause 4.22.1 above will cause V-MORE to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by us of actual damages because we cannot know in advance the impact of a breach on V-MORE’s reputation or business, nor can we readily ascertain what costs V-MORE will incur as a result. Accordingly, if you breach any of Clause 4.22.2, you shall pay V-MORE USD 5,000 or USD 1,000 per day that you remain in breach, which represents a fair, reasonable and appropriate estimate thereof. You agree that the agreed upon sum is not a penalty, but rather a reasonable measure of damages given the nature of the losses that may result from breach.

4.22.3. You also acknowledge that damages alone may not be an adequate remedy for the breach of any provisions of this Agreement. Accordingly, without prejudice to such damages, any other rights and remedies V-MORE may have, you acknowledge and agree that V-MORE shall be entitled to the granting of equitable relief (including without limitation to injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement.

 

5. DEFINITIONS. In the Agreement, the following terms and expressions shall have the meanings as set out below, always provided that, where the context of the Agreement so allows, words importing the singular shall include the plural and vice versa:

“Affiliates” shall mean any parent company, subsidiaries, affiliates, and includes any officer, director, agent, officer, employee, debenture holder and subcontractor.

“Business Day” shall mean any day on which commercial banks are generally open for business in Singapore.

“Confidential Information” means any business or Customer information provided to the Parties for the purposes of the order fulfilment services, whether or not stated to be confidential.

“Intellectual Property” means the business name, the trademarks, copyrights, materials, patents, designs, know-how, trade secrets, goodwill, confidential information, drawings, plans, inventions, all other identifying materials and information and other proprietary rights which may subsist in any part of the world whether or not registered or capable of registration.

 ANNEX A

 The following Regulations apply to you and you undertake to comply with all of the following:

1. You shall not make, or cause to be made, any representation to any person that benefits will accrue under the Company’s scheme or arrangement (“Scheme”) in a manner other than as specified hereunder:

A person may receive benefit –

 (a) as a result of the sale, lease, licence or other distribution of Entitlements to any other person; or

 (b) as a result of the performance of one or more participants in relation to the sale, lease, licence or other distribution of Entitlements to any other person.

2. You shall, in respect of any representation relating to the actual or potential accrual of any benefit under the Scheme, make all representations based on the records of benefits that we provide to you from time to time.

3. You shall not, and shall take reasonable steps to ensure that you, or such other participants in the Scheme recruited by you, do not —

(a) knowingly make, or cause or permit to be made, any representation relating to the Scheme or to the Entitlements which is false or misleading;

(b) knowingly omit, or cause or permit to be omitted, any material particular relating to the Scheme or to the Entitlements;

(c) knowingly engage in, or cause or permit, any conduct that is misleading or likely to mislead as to any material particular relating to the Scheme or to the Entitlements; or

(d) in promoting the Scheme or the Entitlements, use, or cause or permit to be used, fraud, coercion, harassment, or unconscionable or unlawful means.

4. You agree to indemnify, hold the us harmless against and pay all losses, costs, damages or expenses, whatsoever, including counsel fees, which we may sustain or incur in respect of any breach of any of your obligations hereunder. You shall defend any claim made by any party against us at your expense. We shall be entitled to participate in the defence at our own expense.

5. For purposes of the above, ”Entitlements” are rights conferred by V-MORE which entitle its holder to redeem Products or to other entitlements. It is common to describe these rights as ”vouchers”, and entitlements may be described usign various descriptors and names such as ”points”, ”tickets”, etc.