These Terms (as defined below) form an agreement and define the contractual relationship between you and the Company. Please read the Terms carefully. The Company reserves the right to amend the Terms at any time by posting the revised Terms. Unless otherwise stated in the Terms, the revised Terms shall be effective as indicated by the “Last revised” date indicated at the beginning of the Terms. Users are responsible for keeping themselves informed of the current Terms.
If you do not accept and agree to any of the Terms, you should not use the Website or any of the Services
References to “us”, “we”, “our” and “the Company” refer to Top Unicorn Holdings Limited. References to “you” and “User(s)” refers to users of the Website and the Services.
User representations and warranties. By using the Website and the Services, you represent and warrant that:
You further agree not to use the Website, the Services, its respective contents or information for any commercial or non-personal purpose (direct or indirect) or for any purpose that is illegal, unlawful or prohibited by the Terms.
Secure Access. You are responsible for implementing reasonable measures to secure access to (i) any device connected with your use of the Website and/or the Services; and (ii) your login or identifying credentials necessary to access the Services.
Revocation of Use. We reserve the right at our sole discretion to deny anyone access to the Website and the Services at any time without notice, and for any reason, including but not limited to, violation of these Terms.
The content and information on the Website as well as the infrastructure used to provide such content and information, is proprietary to us. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell or re-sell any information, software, products or services obtained from or through the Website (including the Services).
If we suspect that you have breached the Terms or that your use of the Website and/or the Services shows signs of fraud, abuse or suspicious activity, we may cancel any transactions associated with you, and we may restrict or terminate your use of the Website and the Services. If you have conducted any fraudulent activity, we reserve the right to take any necessary legal action and you may be liable for losses to us, including litigation costs and damages.
The Company reserves the right to prohibit you from using the Website or the Services should you be found doing so by unauthorised means or for purposes other than which the Services or the Website is intended to be used. You will bear all liability for any loss or damage, whether suffered by the Company or any third party, resulting from your breach of any of the provisions of these Terms.
In connection with your use of the Website, the Services or in the course of your interaction with us, other Users or third parties, you undertake not to:
Additionally, you represent and warrant not to:
From time to time, the Company may run promotions, contests, surveys, privileges and other programmes with affiliates, partners, merchants and agents (collectively, “Marketing Partners”), subject to such Marketing Partners’ additional terms and conditions, which can be found on their respective websites and are hereby incorporated by reference into these Terms.
The Company does not grant you any rights or licenses with respect to the Website; any rights or licenses not expressly granted herein are reserved.
The Website (including all its components, processes and design in its entirety), contains copyright material, trade names and other proprietary information, including but not limited to text, software, photos and graphics. The Company owns or is the licensee of all intellectual property rights on the Website. The Company, its affiliates and/or its licensors own copyright and/or database rights in the original content as well as such content as otherwise amended or enhanced from time to time.
You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works or in any way exploit any of the content, in whole or in part, on the Website, except as provided in the Terms. You may use information from the Website for your own personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of material on the Website will be permitted without our express permission and that of the copyright owner’s.
Unless stated otherwise, the software required for the Services and the Website and the intellectual property rights (including the trademarks, service marks, logos, designs, copyrights, etc.) in the contents and information and material on the Website are owned by the Company, its affiliates and/or or licensors. We do not assume any liability for copyrighted materials provided by third parties or any intellectual property right infringements by such third parties.
We may provide hypertext links to other apps or websites. Using such a link, you acknowledge leaving the Website and proceeding at your own responsibility.
8.1. Governing Law. The Terms and the relationship between the Company and you in respect of our Services shall be governed by, and construed in accordance with, the laws of Singapore.
8.2 Dispute Resolution
[b] The party raising any Dispute shall first serve written notice of the Dispute to the other Party (“Dispute Notice”). Within 14 days of the service of a Dispute Notice, one (1) authorised representative of each party shall seek to resolve the Dispute through good faith negotiations. If the Dispute has not been resolved within 30 days of service of the Dispute Notice, either Party shall be entitled to refer the Dispute to arbitration in accordance with the remaining provisions of paragraph 8.2. The Dispute Notice must include the following information:
[c] Any Dispute which is not resolved in accordance with paragraph 8.2(b) above shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference to this clause. In any arbitration commenced pursuant to this clause, the tribunal shall consist of one (1) arbitrator to be appointed by the President of the Court of Arbitration of the SIAC. The language of the arbitration shall be English, and the seat of the arbitration shall be Singapore. Except as otherwise provided in the Arbitration Rules of the SIAC, any decision of the arbitrator in any matter within this paragraph 8.2 will be final, binding and incontestable and may be used as a basis for enforcement thereon in Singapore or elsewhere. The arbitrator will be entitled to include in its decision a determination as to the payment of the costs and expenses of the arbitrator, the administrative costs of the arbitrator, the legal fees incurred by the Parties, the costs and expenses of witnesses and all other costs and expenses necessarily incurred in the opinion of the arbitrator in order to properly settle the Dispute.
Our address for any Dispute Notice is by email to email@example.com.
8.3 Entire agreement. These Terms constitute the entire agreement between you and the Company. We may amend the Terms at any time by posting a variation on the Website. The latest version of the Terms will supersede all previous versions as well as any other agreements or understandings (oral or written) between you and the Company.
8.4 Severance. If any provision of the Terms or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable only to that extent and shall in no way affect or prejudice the enforceability of the remainder of such provision or the other provisions of the Terms.
8.5 Assignment and Third Party Rights. You may not assign, convey, transfer or delegate your rights, duties or obligations hereunder and you acknowledge that we may assign, convey, transfer or delegate its rights, duties or obligations hereunder without your consent. Other than you, the Company and the Relevant Persons (in respect of paragraph 8.8 and 8.9), no other person has any rights to enforce any provision of these Terms.
8.6 Waiver. Our delay or failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
8.7 No representations and warranties. All content and the Services available on the Website are provided to you on an “as is where is” basis, and we make no representations or warranties of any kind (whether express or implied). We, our shareholders, subsidiaries, affiliates, officers, directors, agents, representatives, advisors and employees, disclaim all representations, conditions and warranties (whether express or implied), including but not limited to implied warranties of title, merchantability, fitness for any purpose, informational content, title or non-infringement of rights of third parties.
We do not represent, warrant or guarantee that the Website and/or Services will operate error-free or uninterrupted, that defects will be corrected, or that the Website and/or its servers will be free of viruses and/or other harmful components. The Website and/or Services may be temporarily suspended for maintenance or upgrades, or interrupted or interfered with by multiple factors outside of our control.
You further acknowledge that we are not responsible for information disclosed on the Website that is provided by you and/or third-party service providers (“Third-Party Information”). We will not verify whether, and cannot guarantee that, all Third-Party Information is accurate, complete, correct or up to date, nor can we be held responsible for any errors (including manifest and typographical errors) or sudden changes in market conditions which may make any Third-Party Information displayed on the Website outdated, inaccurate, misleading or untrue.
8.8 Limitation of Liability. In no event shall the Company, its shareholders, subsidiaries, affiliates, officers, directors, employees, agents, representatives or distributors (together, the “Relevant Persons”) be liable to any person or entity for any loss of revenue, profit, losses, damages or expenses of any kind whatsoever arising in connection with the use of the Services or the Website, regardless of whether (1) such loss, damage or expense is caused by negligence or otherwise, and (2) any Relevant Person has any control or influence over the circumstances giving rise to the claim.
For the avoidance of doubt the Relevant Persons shall not be responsible for:
[a] any failures caused by server errors, misdirected or redirected transmissions, failed internet connections, interruptions in the transmission or receipt of purchases or any mobile phone virus or other technical defect, whether human or technical in nature;
[b] any loss, damage or expense resulting from the ceasing or change in the Website and/or the Services; and
[c] any inability on your part to possess a compatible device or to download the correct software on the device with which you access the website or use the Services.
Nothing in these terms limit or exclude our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any other matter in respect of which we are not permitted to exclude or limit our liability under applicable law.
Notwithstanding anything in this Agreement to the contrary (but subject always to the preceding paragraph), the liability of the Company in respect of all claims by any User pursuant to or in connection with the Website and/or the Services shall not in any event exceed USD1,000. Further, the Company shall not be liable in any way or in any event in respect of any claim if such claim was not made within 6 months from the date of the cause of action arose.
8.9 Indemnity. You agree to defend, indemnify and hold harmless the Relevant Persons from and against any and all claims, liabilities, damages or losses (including legal fees and expenses) that the Relevant Persons incurs or suffers as a result of your (a) use of the Website and/or the Services, (b) your breach of the Terms, and (c) your breach of any laws, regulations or third-party rights.
You may contact us at firstname.lastname@example.org. for any technical and customer support in respect of the Website and the Services.