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In
this Agreement ("Agreement"), "you"
and "your" refer to each user of the Service
("User") and "we", "us"
and "our" refer to KiKUZE Solutions Pte Ltd
("KiKUZE"). This Agreement explains our obligations
to you and your obligations to us in relation to your
use of our services.
The
network of Web Sites and its services (collectively, the
"Service"), is operated by KiKUZE Solutions
Pte Ltd or its affiliates or subsidiaries, comprised of
various Web sites and Web pages. The Service is offered
to you conditioned on your acceptance without modification
of the terms, conditions, and notices contained herein.
Your use of the Service constitutes your agreement to
all such terms, conditions, and notices. Your use of a
particular KiKUZE website included within the Service
may also be subject to additional terms outlined elsewhere
on that website (the "Additional Terms"). Additionally,
our Web Sites may themselves contain additional terms
that govern particular features or offers. In the event
that any of the terms, conditions, and notices contained
herein conflict with the Additional Terms or other terms
and guidelines contained within any particular KiKUZE
website, then these terms shall control.
Please read this Agreement carefully prior to using the
Service. This Agreement may be updated from time to time
by KiKUZE with or without notice. You are responsible
for regularly reviewing the Agreement.
| 1. |
TERM |
| 1.1 |
This
Agreement is applicable to you upon your accessing
the site, using the Service and/or completing the
member registration or shopping process.
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| 2. |
LEVEL
OF SERVICES |
| 2.1 |
During the Term, KiKUZE shall ensure that you shall
have access to the Service and that the Service
shall meet the Service Levels.
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| 2.2 |
KiKUZE shall use its best endeavours to maintain
continuous improvements in service standards and
to implement technology improvements where deemed
appropriate by us in our sole and absolute discretion.
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| 2.3 |
KiKUZE's
deliverance of the above level of Services is subject
to the following :
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2.3.1 |
the
User's Internet browser and relevant equipment has
been tailored to suit the frame of the site for
best resolution;
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2.3.2 |
the
User practices full forbearance and co-operation
to KiKUZE staff and webmasters during technical
support or other related services; and
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2.3.3 |
the
User allows reasonable time for maintenance and/or
update of the site to keep information of the site
and related services current and efficient for User.
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| 3. |
CONSIDERATION |
| 3.1 |
In
consideration of KiKUZE's providing the Service,
you shall be committed to prompt payment to KiKUZE
for all products and services bought online by you.
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| 3.2 |
The
User is fully responsible for the confidentiality
of your credit card and also accept full responsibility
for all activities using your credit card. KiKUZE,
with this foreknowledge, shall exact out a strict
credit card policy as stated below;
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3.2.1 |
When
you are ready to check out your orders, you will
be asked to input your credit card information.
All the information inputted will be transmitted
to us via a secure connection.
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3.2.2 |
KiKUZE
shall, in its relationship with all other parties,
take reasonable steps to ensure that User's information
and data are kept confidental on the terms set out
in KiKUZE's Privacy policy. However, the User acknowledges
and agrees that the complete confidentiality of
the User's data transmitted while using the Service
cannot be guranteed and these activities are conducted
at the User's own risk.
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| 3.3 |
KiKUZE
reserves the right, at any time, to change its fees
and billing methods, including the addition of supplemental
fees or separate charges for services provided by
KiKUZE which will be effective after thirty (30)
days notice via online posting at our websites or
via email.
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| 4. |
INDEPENDENT
CONTRACTOR |
| 4.1 |
The
Parties acknowledge and agree that :-
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4.1.1 |
the
Parties are contracting as independent contractors
in relation to their respective businesses;
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4.1.2 |
each
Party will not, as a result of this Agreement, be
carrying on business jointly or deriving any return
or profit jointly;
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4.1.3 |
the Parties are not carrying on any business in
partnership and nothing in this Agreement constitutes
them as partners of each other for the purposes
of the general law or any statute (including without
limitation a statute relating to a partnership or
taxation); and
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4.1.4 |
except
as expressly provided in this Agreement, each Party
is not the agent of the other and neither of them
has any power or authority to enter into any commitment
or to bind the other, or both of them together or
to pledge the credit of the other.
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| 5.
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USER'S
DATA |
| 5.1 |
You
agree to (a) provide true, accurate, current and
complete information about the User during the Membership
Registration Process (such information being the
"Registration Information") and (b) maintain and
promptly update the Registration Information to
keep it true, accurate, current and complete. If
you provide any information that is untrue, inaccurate,
not current or incomplete, or KiKUZE has reasonable
grounds to suspect that such information is untrue,
inaccurate, not current or incomplete, KiKUZE has
the right to suspend or terminate your account and
refuse any and all current or future use of the
Service (or any portion thereof).
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| 5.2
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KiKUZE
will use reasonable efforts to assign to the User
the selected UserIDs and passwords that you select.
However KiKUZE reserves the right to reject or terminate
use of a UserID if it has been previously assigned
to another User or if KiKUZE in its sole discretion
determines (a) the UserID is offensive or its use
violate applicable law, (b) the User has selected
or is using a UserID of another party with the intent
to impersonate that party or (c) the UserID contains,
may interfere or be confused with, violate, exploit,
or capitalise on, the name, goodwill, trade name,
trademark, registered trademark, service mark, or
proprietary or other rights of any party.
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| 5.3 |
The
User is solely responsible for maintaining the confidentiality
of the UserIDS, the passwords, the Site and the
information stored on the Site (collectively, the
"Site Information") and of all information that
they transmit through the Service(s) and any and
all activities that occur under the User's account.
The User agrees to immediately notify KiKUZE of
any unauthorised use of the User's account or any
other breach of security known to it.
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| 5.4 |
KiKUZE
shall, in its relationship with all other parties,
take all reasonable steps to ensure that the User's
information and data are kept confidential on the
terms set out in KiKUZE's Privacy
Policy. However, the User acknowledges and agrees
that the complete privacy of the User's data transmitted
while using the Service(s) cannot be guaranteed
and these activities are conducted at the User's
own risk.
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| 6. |
TERMINATION |
| 6.1 |
The
User agrees and acknowledges that KiKUZE, in its
sole discretion, may terminate, cancel, suspend,
limit, discontinue, and/or deactivate (temporarily
or permanently) all or part of the Services, UserID,
any password, registration, any part or all of the
Site, and/or the User's access to and use of any
part or all of the User's personally, identifiable
information (collectively "Personal Information"),
Registration Information, Site Information, the
Services and/or the Site, and/or the User's rights
under these Terms all at any time, with or without
cause and for any reason, including without limitation
if:
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6.1.1 |
KiKUZE
believes that the User has violated or is threatening
to violate these Terms or other policy of KiKUZE,
its Third Party Providers or applicable law, has
misused or is threatening to misuse the Services,
or has conducted or is threatening to conduct any
fraudulent, abusive or illegal activity; or
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6.1.2 |
KiKUZE
believes that the User has accessed or is attempting
to access any part of the Services or Content without
authorisation, or the Site, or Registration Site
or Personal Information of any other User.
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KiKUZE
reserves the rights to investigate the validity
of any complaint presented to it, which alleges
that any site has been used to conduct fraudulent,
abusive or illegal activity. Such investigations
may include logging on to the Site and/or reviewing
any data or information contained therein. KiKUZE
shall not, however, provide any such information
to any third party unless required by law or court
order.
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| 6.2 |
Either
party may forthwith terminate this Agreement by
giving written notice to the other party if:
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6.2.1 |
the
other party becomes insolvent or if a liquidator,
receiver, manager, administrator or trustee in bankruptcy
of the other party or the other party's business
is appointed or if an application or order for the
winding up of the defaulting party is made and not
withdrawn or dismissed within thirty days or if
the defaulting party enters into any composition
or scheme of arrangement;
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6.2.2 |
the other party commits a breach of any term of
this Agreement.
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| 6.3 |
The
expiration or termination of this Agreement will
have no effect on any rights or liabilities, which
have accrued to either party prior to expiration
or termination.
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| 6.4 |
A
termination described in clause 6.1 may be made
with or without notice and will be effective immediately.
In the event of Termination, KiKUZE may remove and/or
permanently delete from its servers all of the User's
Site Information, Registration Information and Personal
Information and all backup copies. KiKUZE will provide
the User a period of not more than 30 days to copy
and/or remove all the Site Information. At the expiration
of such period, KiKUZE may remove from its servers
and/or permanently delete all such information and/or
all backup of copies thereof, without further notice
and without any liability of KiKUZE to the User
or any third party.
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| 7. |
ACCESS
TO SERVICES |
| 7.1 |
KiKUZE
will make commercially reasonable efforts to keep
the Site operational and ensure that access to the
Site is available on a daily 24/7 basis. However,
certain technical difficulties and access to the
Services, Site and Site information may be unavailable
from time to time for any reason, including without
limitation, interruption for major network connectivity,
network and server outages, and backup and regular
maintenance by KiKUZE and any operators of our servers.
KiKUZE also reserves the right at any time to modify
or discontinue, temporarily or permanently, functions
of the Service with or without notice. You agree
that KiKUZE shall not be liable to you or to any
third party for any of the direct or indirect consequences
of any modification, suspension, discontinuance
of or interruption to the Service.
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| 7.2 |
To
use the Service(s), the User must obtain and pay
all fees for access to the World Wide Web and provide
all equipment necessary to make such connection,
including a computer and modem or other access device.
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| 8.
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PRIVACY
POLICY |
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KiKUZE
respects the privacy of its User. The KiKUZE Privacy
Policy may be amended at any time at our sole
discretion.
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| 9. |
USER'S
RESPONSIBILITIES |
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All
Site Information, Registration Information, Personal
Information and other information stored, publicly
posted or privately transmitted through the Services
by the User, the confidentiality and privacy of
all of the same and of the Site, and all uses of
the Services and the Site by the User and its Members
are at their sole risk and responsibility. Without
limitation, the User agrees that it and its Members
will use the Services and the Site only in accordance
with these Terms, and will not use them to:
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a. |
upload,
store, post, link to, email or otherwise transmit,
distribute, publish or disseminate any Site Information,
Content or other information (i) that is unlawful,
harmful, threatening, abusive, harassing, tortuous,
profane, defamatory, indecent, vulgar, obscene,
objectionable or libellous, or promotes such activity;
(ii) that (or the transmission, distribution, publication
or dissemination of which) infringes any patent,
trademark, trade secret, copyright, or other rights
or proprietary rights of any party, violates any
contractual or fiduciary relationships (such as
inside, proprietary or confidential information);
(iii) that is harmful to minors; or (iv) that contains
software viruses, Trojan horses, worms, time bombs,
cancelbots or any other computer code, files or
programs designed to interrupt, destroy or limit
the functionality of any computer software or hardware
or telecommunications equipment or circumvent any
"copy-protect" devices, any other harmful or disruptive
program, or any cracks, hacks, associated utilities
or other piracy related information;
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b. |
provide
inaccurate, incomplete, outdated or misleading Registration
Information or e-mail addresses, create a false
identity or manipulate identifiers to mislead or
to disguise the origin of any information stored
on the Site or transmitted through the Services,
or impersonate or otherwise misrepresent any affiliation
with any person or entity;
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c. |
modify, use, download, publish, upload, post, transmit,
transfer, sell, reproduce, create new or derivative
works from, licence, distribute, perform, display,
broadcast, exploit or otherwise copy any portion
of the Services, Site Name, or any Content, or any
products or other services (including software)
obtained therefrom, or permit access to the same
by any unauthorised person or entity;
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d. |
interfere with or disrupt any advertising, "banner
ads", links or click-through URLs provided through
the Services, the Services, or servers or networks
connected to the Services, or violate the regulations,
policies or procedures of such servers or networks,
or interfere with another Subscribing Organisation's
or Member's use and enjoyment of the Services;
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e. |
interfere
with another User's use and enjoyment of the Services,
Content, other Sites, Registration Information,
Site Information or Personal Information or another
Member's use and enjoyment of such services; or
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f.
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attempt
to gain unauthorised access to the Services, Content,
other Sites, Registration Information, Site Information
or Personal Information, or other computer systems,
servers or networks connected to the Services.
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KiKUZE
does not monitor any information transmitted through
the Services, Site Information or use thereof except
to the limited extent permitted in these Terms or
the Privacy Policy, but
we have the right (but not the obligation) to delete,
move or edit and to require the User to delete,
move or edit any Registration, Site or Personal
Information that violates the same. The User must
evaluate and bear all risks associated with use
of any Site Information and any other information
or products obtained from the Services, including
any reliance on the accuracy, completeness or usefulness
thereof.
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| 10. |
INTELLECTUAL
PROPERTY RIGHTS |
| 10.1 |
All
copyright and other intellectual property and proprietary
rights in the content contained in the Site or Services
belong to KiKUZE or other third party content providers.
Content received through the Service may be used
for your personal, non-commercial use only. You
agree not to reproduce, retransmit, distribute,
disseminate, sell, broadcast, make available to
third parties or circulate the content received
through the Service to anyone or to exploit any
such content for commercial or non-commercial purposes
without the express prior written consent of KIKUZE.
All rights and interests in Intellectual property,
copyright and licences pertaining to any programs
developed and used in connection with the Services
shall at all times remain the property of KiKUZE.
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| 10.2 |
The
User acknowledges that nothing in this Agreement
shall be deemed to be a transfer by KiKUZE to the
User of any interest whatsoever in any intellectual
property relating to the Service. The User shall
have a bare licence to use any application or program
necessary for the provision of the Service. Except
as expressly provided herein, the User is not granted
any rights or license to patents, copyrights, trade
secrets or trademarks with respect to the Services
or its contents, and KiKUZE reserves all rights
not expressly granted hereunder. The User shall
promptly notify KiKUZE in writing upon your discovery
of any unauthorised use or infringement of the Service
or its contents, or KiKUZE's patent, copyright,
trade secret, trademarks or other intellectual property
rights. The Service contains proprietary and confidential
information that is protected by copyright laws
and international treaty provisions.
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| 11. |
TRADEMARK
INFORMATION |
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The
KiKUZE®, Focoltone®, Color OK!™ names
and logos are trademarks of KiKUZE Solutions Pte
Ltd. All other trademarks and logos are the property
of their respective owners. Users are not permitted
to use any trademarks, service marks, or logos without
the prior written consent of KiKUZE Solutions Pte
Ltd.
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| 12. |
EXTERNAL
SITES |
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This
site may contain links to sites that are owned,
operated and maintained by third parties, which
are provided as a convenience to you. These linked
sites are not under the control of KIKUZE, and KIKUZE
is not responsible for the accuracy of the content
on such sites, or the privacy practices of such
sites, and you expressly understand that your access
by link to such sites is at your own risk.
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| 13. |
WARRANTY
AND DISCLAIMERS |
| 13.1 |
THE
SERVICES, CONTENT, SITE, THIS WEBSITE, LINKED SITES,
SERVERS, STORAGE FACILITIES, AND ALL INFORMATION,
SERVICE AND PRODUCTS ADVERTISED, PURCHASED, OBTAINED
OR ACCESSED THROUGH THEM OR ANY THIRD PARTY PROVIDER
(COLLECTIVELY, THE "MATERIAL") ARE PROVIDED "AS
IS" AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS
OR ANY KIND. TO THE FULLEST EXTENT PERMITTED BY
LAW, KIKUZE EXPRESSLY DISCLAIM ALL EXPRESS, IMPLIED
AND STATUTORY WARRANTIES INCLUDING NOT LIMITED TO:
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(A) |
WARRANTIES
OF MERCHANTABILITY, FIT FOR A PARTICULAR PURPOSE,
TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS;
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(B) |
ANY
WARRANTIES THAT THE SERVICES AND/OR CONTENTS WILL
MEET THE USER'S REQUIREMENT OR EXPECTATION, OR WILL
BE RELIABLE, ACCURATE, TIMELY, QUICK, CONSISTENT,
SECURE, COMPLETE OR FREE OF ERRORS,
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(C) |
ANY
WARRANTIES CONCERING THE USE OR THE RESULTS OF USE
OF ANY OF THE SERVICES AND CONTENTS.
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| 13.2 |
THE
USER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS
MEMBER'S USE OF THE SERVICES AND CONTENTS. TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER
NO CIRCUMSTANCE WILL KIKUZE BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY,
PUTIIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLES) ARISING
OUT OF OR IN ANY WAY CONNECTED WITH:
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(A)
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PERFORMANCE,
USE, INABILITY TO USE, MISUSE OR PROVISION OF THE
SERVICES AND/OR CONTENTS, OR ANY FAILURE, DELAY,
INTERRUPTION, SUSPENSION, CHANGES OR TERMINATION
THEREOF, OR THE COST OF PROCURING SUBSTITUTES THEREFOR;
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(B) |
ANY
ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY
CONTENT OR INFORMATION IN THE SERVICES;
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(C) |
FAILURE
TO BACKUP OR STORE, LOSS OF ACCESS, DELETION OR
UNAUTHORISED ACCESS TO OR ALTERATION OR USE OF THE
SERVICES OR THE CUSTOMER'S TRANSMISSION, DATA OR
PERSONAL, REGISTRATION OR SITE INFORMATION;
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(D) |
ANY
LOSS OR INTERRUPTION OF DATA, TRANSMISSION, PERSONNAL
OR SITE INFORMATION RESULTING FROM NETWORK, SERVER
OR SYSTEM OUTRAGES, FILE CURRUPTION OR ANY OTHER
REASON;
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(E) |
ANY
INFRINGEMENT OF RIGHTS (INCLUDING, WITHOUT LIMITATION,
INTELLECTUAL PROPERTY RIGHTS);
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(F) |
STATEMENTS OR CONDUCT OR ANY PARTY USING THE SERVICES;
OR
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(G) |
ORDER
FULFILLMENT, CUSTOMER SERVICE, BILLING OR ACCOUNT
COLLECTION BY A THRID PARTY PROVIDER, WHETHER BASED
ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY
OR OTHERWISE, EVEN IF A&P HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
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| 14. |
LIMITATION
OF LIABILITY |
| 14.1 |
The Parties agree that in the event of any claim
or claims against KiKUZE by the User for any neglect
or default or any other matter or thing whatsoever
or howsoever arising, the maximum amount payable
by KiKUZE in respect of such claim or claims shall
be the aggregate amount paid by the User to KiKUZE
under the terms and conditions of this Agreement
prior to such claim or claims.
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| 14.2 |
Notwithstanding
Clause 14.1 or anything to the contrary in this
Agreement, KiKUZE shall not in any circumstance
be liable to the User or any other person by reason
of any representation or implied warranty, condition
or other term or any duty at common law, or under
the express terms of this Agreement, for any consequential
loss or damage (whether for loss of profits or otherwise
and whether occasioned by the negligence of KiKUZE
or its employees or agents or otherwise) arising
out of or in connection with any act or omission
of KiKUZE relating to the supply of the Services
and the use thereof by the User or by any third
party.
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| 15. |
MISCELLANEOUS |
| 15.1 |
Notices
by either party must be given by registered letter
or by facsimile message addressed to the other party
at (in the case of a company) its registered office
for the time being and (in the case of an individual)
his last known address or sent to their respective
facsimile numbers set out above and any such notice
given by letter or facsimile shall be deemed to
have been given at the time at which the letter
or facsimile would be delivered in the ordinary
course of post or transmission as the case may be.
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| 15.2 |
The
expiration or termination of this Agreement howsoever
arising shall not operate to affect such of the
provisions hereof which in accordance with their
terms are expressed to operate or have effect after
the expiration or termination of this Agreement.
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| 15.3 |
This
Agreement is in substitution for all previous contracts
between the parties (if any) which shall be deemed
to have been terminated by mutual consent as from
the date on which this Agreement commences.
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| 15.4 |
This
Agreement constitutes the entire agreement between
the parties with respect to the subject matters
hereof and there are no representations, understandings
or agreements relative hereto which are not fully
expressed herein.
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| 15.5 |
In
the event that any term condition or provision of
this Agreement is held to be in violation of any
applicable law statute or regulation the same shall
be deemed to be deleted from this Agreement and
shall be of no force and effect and this Agreement
shall remain in full force and effect as if such
term condition or provision had not originally been
contained in this Agreement.
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| 16. |
DISPUTE
& JURISDICTION |
| 16.1 |
This
Agreement shall be governed by and be construed
in accordance with the laws of Singapore and the
parties hereto submit to the non-exclusive jurisdiction
of the Courts in Singapore.
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| 16.2 |
In
the event of any dispute, the Parties shall first
attempt to resolve it amicably through private means.
Failing this the Parties shall refer the dispute
to the Singapore Mediation Centre for mediation
prior to commencement of any legal proceedings.
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