Last updated: 11 Feb, 2020
Yuvo and the User 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 as described in this Agreement and as listed in the Definitions below.
YUVO HUB, USER ACCOUNT, ETC.
1.1 Yuvo operates a series of websites, marketplaces and an all-in-one Business Productivity Optimisation platform (“Yuvo Hub”), through which Users are offered a series of services, service plans, subscriptions, and products (collectively hereafter referred to as the “Services”). Yuvo will from time to time add and remove Services that are listed on Yuvo Hub at its sole and absolute discretion.
1.2 Access to and use of Yuvo Hub is permitted only if User holds an account with Yuvo (”Account”). In the event that User is agreeing to these Terms on behalf of an entity, individual or other person other than User himself, User represents and warrants that User has authority to bind that entity, individual or otherwise to these Terms, and User’s agreement to these Terms will be treated as the agreement of such entity, individual or other person. In that event, ‘User’ also refers to that entity, individual or otherwise.
1.3 User may choose to designate certain other users to use the Account to: (i) act on User’s behalf; (ii) provide information on User’s behalf; (iii) bind User and/or User’s business with respect to the Services; (iv) access or use Yuvo Hub; or (v) access or use the Services, including but not limited to creating User Content. In any such instance, User will provide each authorised individual with a confidential user ID and password, which will entitle that User to certain authorities and permissions, depending on their designation and permissions given by the User. You are solely responsible at all times for any and all actions or inactions taken by any User of the Account, and any such action or inaction will be deemed fully authorised by you, regardless of your knowledge of such actions.
1.4 In the course of providing an Account to User, Yuvo may be required to obtain, verify, and record information that identifies the User of an Account, including but not limited to asking for User’s name, address, date of birth, NRIC number, and other information that will allow Yuvo to identify User. User unequivcally authorises and accepts Yuvo’s obtaining, verifying, and recording such information for the purposes of this Clause 1. Furthermore, User acknowledges and consents to Yuvo obtaining credit reports about the corporation to which User belongs (if applicable), and to report adverse credit information about User’s business to others. Yuvo may, at its discretion, decline to allow access to Yuvo Hub or offer the Services for any reason, including in the event that the Services enrolment process is not satisfactorily completed, Yuvo is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons. Any information collected, stored, and used by Yuvo in accordance with this Clause 1 will remain subject to our obligations under these Terms and any applicable data protection laws.
1.5 User Obligations. In the course of User’s use of Yuvo Hub or the Services, User is solely responsible for:
1.5.1. obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilise Yuvo Hub, the Services, and the Account, including but not limited to internet access, networking equipment, hardware, software, and operating systems;
1.5.2. ensuring and causing all Users of your Account to take reasonable steps to adequately secure, and keep confidential, any Account passwords or credentials, and any information accessible via the Account. If User believes or suspects that the Account or passwords or credentials for the Account have been disclosed to, accessed by, or compromised by unauthorised persons, User must immediately notify Yuvo. Yuvo reserves the right to prevent access to Yuvo Hub and the Services if Yuvo has reason to believe that User’s Account or passwords or credentials for the Account have been compromised;
1.5.3. following all instructions that Yuvo provides to User with respect to Yuvo Hub or the Services, whether such instructions are provided via Yuvo Hub, email, SMS/MMS or otherwise;
1.5.4. furnishing to Yuvo in a timely fashion any and all information required for Yuvo to provide Yuvo Hub and the Services. User represents and warrants to Yuvo that any information that is shared with Yuvo, whether by User personally or via other Users of the Account, is accurate and complete to the best of User’s knowledge, this obligation lasting for an ongoing basis such that User will promptly notify Yuvo of any changes to the information provided to Yuvo. User also represents and warrants that any User of the Account has the authority to share such information with Yuvo;
1.5.5. reviewing, whether directly or through any User of the Account, any reports, filings, information, documents or materials (collectively, the “Materials”) posted to Yuvo Hub by Yuvo (or otherwise made available to User by Yuvo) for User’s review, and User must notify Yuvo of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Yuvo;
1.5.6. ensuring that User of the Account strictly complies with these Terms at all times;
1.5.7. promptly notifying Yuvo of any third-party notice for which you become aware or should reasonably be aware of in relation to any threat to make a claim against User or Yuvo relating to the use of Yuvo Hub and/or use of the Services, and User will complying with all reasonably requests from Yuvo in relation to any such claim; and
1.5.8. any other obligations as may be updated or notified by Yuvo to User in accordance with this Agreement from time to time.
1.6 Termination of Yuvo Hub or the Account.
1.6.1. Yuvo shall be entitled to terminate Yuvo Hub (including, for the avoidance of doubt, any Account held with Yuvo) with immediate effect and without prior notice, notwithstanding 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 Yuvo shall not limit or exclude Yuvo’s entitlement to claim against Customer any costs, expenses, damages, and any other losses.
1.6.2 User shall be entitled to terminate the Account immediately by giving express prior written notice to Yuvo.
1.6.3 Any termination of Yuvo Hub or User’s Account will result in immediate termination of the Services, and User will not be entitled to any refund for any amounts paid for those Services as a result of such terminaiton in accordance with this Clause 1.6. In the event of such termination under this Clause 1.6, Yuvo will provide to User the Service until the end of the term though not on a pro rata basis, unless otherwise required by law.
1.7 User’s access to and use of Yuvo Hub and the Services will at all times be subject to this Agreement and the Terms. The Terms may be varied or removed by Yuvo in its sole and absolute discretion and new rules and policies may be added by Yuvo in its sole and absolute discretion. If User disagrees with any Terms, User must immediately give Yuvo express notification in writing and cease access and use of the Yuvo Hub, failing which User is deemed to have agreed with all Terms and/or any variation, addition or removal of the Terms.
1.8 User agrees to provide all information and materials as may be reasonably required by Yuvo in connection with User transactions conducted through or as a result of use of Yuvo Hub or the Services.
2 THE SERVICES.
2.1 Where a User intends to purchase a Service that is offered by Yuvo, User may select to offer (“Offer” for the purposes of this Clause 2.1) to purchase such Service (“Offered Service” for the purposes of this Clause 2.1), and subject to the Offer being compliant to the Terms, and subject to Yuvo’s sole and absolute discretion, Yuvo may accept or reject such Offer whereupon Yuvo may notify the User of such acceptance or rejection, as the case may be.
2.2 Pricing, Availability, etc. Yuvo may list the prices of Services and other information about the Services on Yuvo Hub. If User offers to purchase a Service and the Service is unavailable, Yuvo will inform User of such unavailability as soon as possible, and User will not be charged for the Service. Unless otherwise stated, delivery estimates are not guaranteed delivery times, and should not be relied upon as such. Whilst Yuvo will endeavour to ensure as far as is reasonably possible that information with regards Services, such as pricing, on Yuvo Hub is correct, User acknowledges and understands that there may be errors from time to time, and the proper details for the purchase of Service will be that stipulated in the Invoice.
2.3 Payment. Following any purchase of Services via Yuvo Hub by User, Yuvo shall furnish to User an invoice (“Invoice”), which will include information such as:
(a) the date of purchase of the Services;
(b) the commencement date of the Services;
(c) the period for which the Services will last;
(d) the details of the Services purchased by User; and
(e) the price for the Services purchased by User (which, for the avoidance of doubt, will be exclusive of any taxes, for which User will be fully responsible for timely payment of such).
User shall pay the amount properly due to Yuvo under the Invoice no later than thirty (30) days after the date of the Invoice. Any amounts which are due but not paid by User will accrue interest at the lesser of one and a half percent (1.5%) per month or the highest rate permitted by applicable law. All payments made to Yuvo must be paid in the currency or currencies specified in the Invoice.
2.4 Variation of Services. User acknowledges, understands and hereby consents to Yuvo’s variation of the Services from time to time in order that Yuvo may carry out any modifications or variation to the Services and the performance thereof for the benefit of the User. Yuvo will notify User in writing in the event that the Services must be varied.
2.5 Customs. Where the provision of Services involve deliveries, such deliveries of Services may incur import duties and taxes, which are levied once the package reaches the specified destination. User acknowledges that when submitting orders to Yuvo, User is considered the importer of record and must comply with all laws and regulations of the country in which User is receiving the Services. Any additional charges for customs clearance must therefore be borne by User, and User has sole responsibility of determining and paying all relevance duties and taxes.
2.6 Right of cancellation and refund of Services.
(a) User’s right of Cancellation and Refund.
(i) For Services that are purchased from Yuvo, User may request for: (a) cancellation of your order of a particular Service within seven (7) days from the date you placed an order for the Service, or (b) refund within seven (7) days from the date you receive the Service ordered via Yuvo Hub (“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 Service in question in good condition.
(ii) User must inform us of User’s decision to cancel the order through Yuvo Hub, and strictly follow any and all instructions that Yuvo provides (if any) no later than the Cancellation Deadline. User will have to bear direct and indirect costs of returning these Services, if any. User will be liable if the value of the Services returned diminishes due to the handling of the Services (except when it was necessary to establish the nature, characteristics and functioning of the Services).
(b) Yuvo’s right of Suspension or Cancellation of Services.
(i) Yuvo shall be entitled by written notice to User at any time and for whatever reason to: (i) suspend or postpone the Services and/or the commencement date of the Services; or (b) cancel the Services in whole or in part, and User shall be liable to pay Yuvo in accordance with this Agreement for which have been delivered up to the date of such cancellation and shall also pay Yuvo its reasonable costs incurred by the cancellation of the Services provided that such costs have been wholly incurred by Yuvo in the performance of the Services and were approved by the User prior to them being incurred by Yuvo, and are not otherwise recoverable.
(ii) Notwithstanding this Clause 2.6(b) and subject to Yuvo’s sole discretion, User will not be entitled to a refund of the Services, in full or in part, as a result of the suspension or cancellation of the Services by Yuvo in accordance with this Clause 2.6(b).
2.6.1 Upon our acceptance of your request for cancellation and our receipt of all cancelled Services in the condition delivered to you within the Cancellation Deadline to our satisfaction, we will reimburse all payments received from you for the Services purchased (subject to any applicable deductions for which Yuvo are entitled to or in their sole and absolute discretion) 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 seven (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 for any reasonable reason as notified by us to you, including but not limited to receipt of the Services back, or non-compliance with this Agreement.
2.7 E-Signatures. Yuvo provides to Users an electronic signature service (“E-Sign Service”) which allows parties to sign documents electronically. When User uses the E-Sign Service, User expressly: (i) affirms that User is able to access and view the document (“Document”) that User is electronically signing via the E-Sign Service; (ii) consents to oconduct business electronically with respect to the transaction under the Document; and (iii) agrees to the use of electronic signatures for the Document.
2.7.1 User understands that use of the E-Sign Service is optional, and thus if User chooses to manually sign the Documents, User must: (i) inform the party that sent User the Document User’s decision to manually sign such document; (ii) refrain from electronically signing the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. User acknowledges and understands that use or non-use of the E-Sign Service and the obligations contained thereunder are the sole responsibility of User, and that Yuvo has no responsibility or liability whatsoever with respect to User’s use or non-use of the E-Sign Service.
2.7.2 User acknowledges and understands that Yuvo has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.Yuvo makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. User has sole responsibility for consulting with User’s legal counsel to discuss the legal effect of electronic documents or electronic signatures before using the E-Sign Service.
(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 authorising either Party to act as the agent of the other.
(b) Yuvo’s relationship to the User is that of an independent contractor. User shall have no authority to bind Yuvo to any contractual terms, or to assume or create obligations of any kind on Yuvo’s behalf. User is not an agent, will not hold itself out as agent of Yuvo irrespective of the context, and will expressly declare to all parties that User is not an agent of Yuvo, has no authority to bind Yuvo to any contractual terms, or to assume or create obligations of any kind on Yuvo’s behalf.
3.2 Subcontracting, third parties, agents, etc.
(a) Yuvo may have any obligation, including without limitation to Yuvo Hub, and order fulfilment carried out by third parties. User agrees that all the provisions (inter alia) limiting liability of Yuvo and imposing on User the obligation to indemnify Yuvo shall apply vis-à-vis User and such persons.
(b) For all purposes under this Agreement, the User has full responsibility and liability for all acts or omissions of User’s Authorised Persons, Accompanying Persons, Associated Entities, agents, and all other representatives, and all such acts or omissions will be attributed to User for all purposes, including for the purposes of determining whether User has breached this Agreement. Without limiting the foregoing, the User is responsible and must ensure that User’s Authorised Persons, Accompanying Persons, Associated Entities, agents, and all other representatives do not take any actions that User is prohibited from taking under this Agreement.
3.3 Governing law and jurisdiction.
3.3.1 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.
3.3.2 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.
3.5 Confidential information.
3.5.1 Customer will not disclose Confidential Information from Yuvo without the express prior written consent of Yuvo, 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 Yuvo with adequate time for Yuvo 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 User 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 User.
3.5.2 User is responsible for ensuring that any Confidential Information of Yuvo that Yuvo discloses pursuant to this Agreement (other than disclosures pursuant to sub-Clauses 3.5.1(a), 3.5.1(b) and 3.5.1(c) above that cannot be kept confidential by User) is kept confidential by the person receiving the disclosure to the same extent that the receiving Party must keep the information confidential.
3.5.3 Other than as provided for elsewhere in this Agreement, Yuvo 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 Yuvo.
3.5.4 User hereby grants Yuvo a non-exclusive, perpetual, irrevocable, royalty free worldwide licence to use User’s Confidential Information as set out in this Clause 3.5 provided that User’s personal data will be used only in accordance with the terms in Clause 3.17 taking into consideration in particular the scope of consent given by User to Yuvo.
3.6 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.
3.7 Yuvo Hub.
3.7.1 User agrees to indemnify, hold Yuvo harmless against and pay all costs, expenses, disbursements, expenditures, outlaws, overheads, outgoings, and any other amounts which Yuvo may sustain or incur in respect of any breach of this Agreement. User shall defend any claim made by any party against Yuvo at its expense. Yuvo is entitled to participate in the defence at its own expense.
3.7.2 Yuvo Hub is provided to User on an “as is”, “as available” basis, and User’s use of Yuvo Hub is solely at its own risk.
3.7.3 Notwithstanding anything to the contrary in this Agreement, in no event will Yuvo be liable to User 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) User’s use of or User’s inability to use Yuvo Hub; (b) pricing, shipping, format or other guidance provided to User; (c) delays or disruptions in Yuvo Hub; (d) viruses or other malicious software obtained by accessing or linking to Yuvo Hub; (e) glitches, bugs, errors or inaccuracies of any kind in Yuvo Hub; (f) damage to User’s hardware device from the use of any of Yuvo Hub; (g) the content, actions, or inactions of third parties, including items listed using Yuvo Hub or the destruction of allegedly fake items; (h) a suspension or other action taken with respect to User’s account or breach of this Agreement; (i) User’s need to modify practices, content or behaviour as a result of changes to this Agreement; (j) performance or lack thereof by User subsequent to any order made by User on Yuvo Hub; (k) sale and purchase of or delivery of Services; or (l) any non-suitability, not fit for purpose or non-conformity with description (“Non-Suitability”) or apparent Non-Suitability of any Service.
3.7.4 Yuvo does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation services offered or advertised by a third party through Yuvo Hub or any hyperlinked website or service, and Yuvo will not be a party to or in any way be responsible for monitoring any transaction between User and third-parties, other than those third-party service providers that Yuvo works directly with to provide Yuvo Hub and the Services.
3.7.5 Notwithstanding anything to the contrary in this Agreement, Yuvo’s total liability to User 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 User to Yuvo for the three (3) month period immediately preceding the month in which the first claim arose or USD 5,000, whichever the lower amount.
3.7.6 The limitations set forth in Clauses 3.7.3 to 3.7.5 will apply to all claims and causes of action, regardless of whether in contract, tort, strict liability or other theory.
3.7.7 User waives the right to bring any claim against Yuvo arising out of or in any way relating to this Agreement more than one (1) year after the date Yuvo Hub 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 recognises and agrees that the warranty disclaimers, limitations of liability and remedy limitations in this Agreement are bases of this Agreement materially bargained for by Yuvo and User.
3.7.8 In addition and without prejudice to the above and to any other provision of this Agreement, User has the sole responsibility (to the specific exclusion of Yuvo) for: (a) the selection of the proper Service(s) appropriate for User’s purposes and/or intended use; and (b) ensuring that any Service ordered and/or purchased are merchantable and fit for particular purposes required by User.
3.8 Purchase of Services.
(a) ALL SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED OR PERFORMED ON AN “AS IS”, “AS AVAILABLE” BASIS, AND USER’S USE OF THE SERVICES ARE SOLELY AT ITS OWN RISK. YUVO DOES NOT MAKE, AND HEREBY DISCLAIMS, (I) ALL EXPRESS WARRANTIES WITH REGARD TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE (WHERE RELEVANT); AND (II) ANY AND ALL IMPLIED WARRANTIES WITH REGARD TO THE SERVICES, 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 YUVO 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) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YUVO’S TOTAL LIABILITY TO USER 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 USER TO YUVO FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEEDING THE MONTH IN WHICH THE FIRST CLAIM AROSE OR THE PRICE OF A SERVICE, OR USD 5,000.
(d) THE LIMITATIONS SET FORTH IN SECTIONS 3.8(a)-(c) WILL APPLY TO ALL CLAIMS AND CAUSES OF ACTION, REGARDLESS OF WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY.
(e) User hereby waives the right to bring any claim against Yuvo 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 recognises and agrees that the warranty disclaimers, limitations of liability and remedy limitations in this Agreement are bases of this Agreement materially bargained for by Yuvo and User.
3.9 Waivers. The failure of User 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 Yuvo’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 Yuvo to or of any other breach or default in the performance of the same or any other obligation. Neither the course of conduct between User and Yuvo nor trade practice shall act to modify any provision of this Agreement.
(a) Yuvo reserves the right to make changes to this Agreement at any time by giving Use notice.
(b) The changes shall take effect on the date specified in the notice. The obligation to give User 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, Yuvo may make amendments for administrative or clarification purposes and include additional terms and conditions governing new Services without giving User any notice.
(c) The prior notice may be given to User 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, including but not limited to Yuvo Hub. Upon such exhibition or publication, User is considered to have been notified of such amended Agreement. User will be subject to the terms and conditions, rules, policies, Terms, obligations, etc. that are in force at the time that User uses Yuvo Hub or the Services.
(d) If User does not accept any addition and/or variation to this Agreement, you shall immediately discontinue operating and close your Account. If User continues to operate the Account after such notification, User is 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.
3.11 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.
3.12 Notices. Any communication or notice to be made pursuant to this Agreement shall be provided via publication through Yuvo Hub or any media or by letter or by e-mail to the other Party.
Address: as provided in our notifications to you
Email: as provided in our notifications to you
Address: As provided by User to Yuvo
Email: As provided by User to Yuvo
3.13 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.
3.14 Warranties. Without prejudice to any provision herein, User hereby represents and warrants that User will use Yuvo Hub and use any Services purchased by User subject to the following terms:
(a) such use of Yuvo Hub and use of the Services will not infringe, misappropriate or otherwise violate any third party’s Intellectual Property rights. User will contact Yuvo immediately if anyone makes or threatens to make a claim against User or Yuvo relating to the use of Yuvo Hub and/or use of the Services and User will comply with all reasonable requests from Yuvo in relation to any such claim;
(b) such use of Yuvo Hub and use of the Services will conform to all the requirements of applicable law, including but not limited to all applicable health, safety and environmental regulations, as may be amended from time to time; and
(c) such use of Yuvo Hub and the Services will be in compliance with all terms and conditions for which such use is subject to, including but not limted to the Terms.
3.15 Intellectual Property.
(a) Yuvo Content. Yuvo and its licensors exclusively own all worldwide rights, title, and interest in and to any Yuvo Content, including in each case all associated intellectual property rights. Except as expressly authorised by this Agreement, by Yuvo in writing, or to the extent that such activity is permitted by law, User 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 Yuvo Hub or the Services’ software or its functionality, all the Intellectual Property rights to which belong to Yuvo or its licensors;
(ii) copy, sublicense, distribute, sell, or publish any of the content of Yuvo Hub or any Service;
(iii) interfere or attempt to interfere with the proper operation of Yuvo Hub or the Services;
(iv) grant or allow access to the Yuvo Hub or the Services to any person other than a person who has been authorised by User to carry out User’s tasks pursuant to this Agreement, and then only for as long as Yuvo is satisfied that they are that person;
(v) use Yuvo Hub, the Services, or Yuvo Content other than as expressly permitted by this Agreement; and
(vi) resell any Yuvo Content or Service which User has purchased or is entitled to use.
For the purposes of this sub-Clause 3.15(a), “Yuvo Content” means any text, graphics, images, logos, music, software, audio, video, works of authorship of any kind, and documents, information, digital downloads, data compilations, or other materials that are posted, generated, provided, or otherwise made available through Yuvo Hub or the Services by Yuvo, other than User Content, and furthermore includes any feedback, comments, and suggestions User may provide to Yuvo in relation to Yuvo Hub, the Services, or Yuvo Content (“Feedback”), which Yuvo will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind.
Notwithstanding this Clause 3.15(a), Yuvo grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download any Yuvo Content solely in connection with User’s permitted use of Yuvo Hub and the Services for User’s own behalf or on behalf of any authorised Users of the Account.
(b) User Content. Yuvo does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through Yuvo Hub or the Services, User hereby grants to Yuvo a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing Yuvo Hub and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or has all rights that are necessary to grant Yuvo the license rights in User Content under this Agreement. The creation, production, procurement, uploading, and any other manipulation of User Content is subject to this Agreement and the Terms, and Yuvo has the right to remove User Content from Yuvo Hub in contravention to this Agreement or the Terms. For the avoidance of doubt, User may, at its discretion, generally remove User Content from Yuvo Hub, provided that some User Content may not be completely removed in accordance with this Agreement, the Terms, and any and all applicable laws, regulations, rules, etc.
For the purposes of this sub-Clause 3.15(b), “User Content” means any text, graphics, images, logos, music, software, audio, video, works of authorship of any kind, and documents, information, digital downloads, data compilations, or other materials that are uploaded to, posted to, stored on, or created using the Yuvo Hub or the Services by Users, but does not include any templates, documents, or materials that Yuvo provides to User via. Yuvo Hub or the Services, or any Feedback as provided for in Clause 3.15(a).
(c) If User or any of User’s Affiliates provides Yuvo or its Affiliates any information, feedback, suggestions, recommendations, or other input, or any other communications (“Communications”), then User, on behalf of User and User’s Affiliates, will and hereby does grant to Yuvo and its Affiliates, under all User’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.Yuvo’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 Yuvo’s, in any manner that is likely to cause confusion among customers or in any manner that discredits Yuvo. Yuvo’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 Yuvo. All other trademarks not owned by Yuvo that appear in Yuvo Hub or the Services are the property of their respective owners.
3.16 Investigations. User 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 User violates any systems and/or network security, User may also incur other criminal or civil liability.
3.17 Data protection.
3.17.1 Compliance. To the extent that Yuvo provides any Personal Data to User or User processes any Personal Data on behalf of Yuvo (referred to in this Clause 3.17 collectively as “Yuvo Data”), User 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 3.17 as the “Relevant Data Protection Laws”), and the terms of this Clause 3.17. For the purposes of this Clause 3.17, “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 3.17) to be personal data and subject to regulation by such Legislation.
3.17.2 Limited purposes obligation. User will process Yuvo Data solely and to the extent necessary for the purposes of providing the Services specified in this Agreement and pursuant to Yuvo’s instructions. User will not process Yuvo Data for any other purpose unless authorised by Yuvo in writing.
3.17.3 Transfer limitation obligation. User will not transfer or disclose Yuvo Data to any third party or outside Singapore without Yuvo’s express written permission, which may be given subject to such conditions as Yuvo considers appropriate. In the event User transfers Yuvo Data to any party outside Singapore, User represents and warrants that Yuvo 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. User warrants that it would comply with all data protection laws applicable to User in relation to User’s collection of personal data.
3.17.4 Retention limitation obligation. Upon written request of Yuvo or upon the termination or expiry of this Agreement, User shall at the option of Yuvo, return or destroy all Yuvo Data in its possession or control as a result of this Agreement.
3.17.5 Protection obligation. User 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.
3.17.6 Breach. User must immediately notify Yuvo in writing of any breach of its obligations under this Clause (including any unauthorised disclosure of Yuvo Data by any third party) and fully co-operate with Yuvo in relation to any such breach.
3.18 Consent. Without limitation to any other Clause, you consent to Yuvo disclosing to any third-party partners or third-party 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 Yuvo in good faith believes it to be necessary to do so for the proper operation of Yuvo Hub or the Services;
(c) any information where Yuvo is legally obliged to do so by any government authority or regulatory body or where it is necessary for Yuvo 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 Yuvo or any third party; and
(d) any information from or relating to User’s use of Yuvo Hub or the 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.
3.19 Acceptable Use.
3.19.1 If Yuvo reasonably believes in its sole opinion that any of User’s information may: (i) create liability for Yuvo or any other third party; (ii) damage the hardware or software of Yuvo or any other third party; or (iii) otherwise cause harm to Yuvo or any other third party, Yuvo may notify User of such belief and of its intention to act, and immediately thereafter remove such information from its systems or otherwise limit User’s use of Yuvo Hub or the Services.
3.19.2 Upon the termination of Yuvo Hub or the Services, for any reason, all licences granted by Yuvo (if any) will terminate immediately, and User will return or destroy any copies of any software licensed to User by Yuvo, if any. Termination shall not affect Yuvo’s accrued rights or liabilities under this Agreement.
3.20 Force Majeure. Under no circumstances shall Yuvo be held liable for any delay or failure or disruption of the content or services delivered through Yuvo Hub 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.
3.21 Corrupt Practices. It is the intent of the parties that no payments or transfers of value by User: (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. User hereby represents, warrants, and covenants that User and User’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 User and User’s Affiliates will use, have used, procure, purchase, obtain Yuvo Hub and the 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 User, User’s Affiliates and Yuvo operate in.
3.22.1 User represents and agrees that User will not at any time during User’s use of Yuvo Hub or the Services, and in respect of the purchase of any Service, 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 Yuvo 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.
3.22.2 You acknowledge that a breach of Clause 3.22.1 above will cause Yuvo 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 Yuvo’s reputation or business, nor can we readily ascertain what costs Yuvo will incur as a result. Accordingly, if you breach any of Clause 3.22.2, you shall pay Yuvo 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.
3.22.3 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 Yuvo may have, you acknowledge and agree that Yuvo 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.
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.