Last Modified: January 2019
INTRODUCTION
These Terms and Conditions stipulate how you can use the One Home Platform provided by us through a Retailer, as well as the obligations between you and ourselves. Please read them carefully.By accessing or using the Services, you indicate your consent to these Terms and Conditions, and that you have read and agree to be bound by (and that you have authority, if applicable, to also hereby bind your company by) all of these Terms and Conditions. In these Terms and Conditions, unless otherwise provided, "Subscriber", "you" and "your" refer to you, the company you represent and/or your (or your company's) designated agents (the "Subscriber"), and "Supplier", "we", "us", and "our" refer collectively to Meiyume (Singapore) Pte. Limited, 1 Kallang Junction, #05-01, Singapore 339263 (the "Supplier") and includes (where applicable) the Subscriber and the Supplier's successors and permitted assigns. As the Supplier, we provide the Services through a retailer (the "Retailer"), who is responsible for making the Services available to you. In the event of any inconsistencies between these Terms and Conditions on the one hand and the agreement between ourselves and the Retailer ("Retailer Agreement") on the other, nothing in these Terms and Conditions is meant to modify how the Retailer Agreement is enforced or performed.
DEFINITIONS
In these Terms and Conditions, unless otherwise provided:"Affiliates"means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity, where "control" means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company;"Confidential Information"means all information (whether in oral, written or electronic form) relating to a party's business which may reasonably be considered to be confidential in nature including information relating to that party's technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Services and the Platform and any other technical or operational specifications or data relating to the Services and the Platform shall be part of the Supplier's Confidential Information;"Content"means any text, images, video, audio or other multimedia content, software or other information or material submitted or collected in connection with the Services;"Controller" has the meaning given to it in the GDPR;"Data Subject"has the meaning given to it in the GDPR;"Data Protection Laws"means, as binding on either party or the Services:the GDPR;the Personal Data Protection Act 2012 in Singapore;any laws which implement any such laws; any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; andany other similar or equivalent legislation in any other relevant jurisdictions;"GDPR"means the General Data Protection Regulation, Regulation (EU) 2016/679;"Intellectual Property Rights"means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:whether registered or not,including any applications to protect or register such rights,including all renewals and extensions of such rights or applications,whether vested, contingent or future, and
wherever existing;
"International Organisation"has the meaning given to it in the GDPR;"Personal Data"has the meaning given to it in the GDPR;"Privacy Policy"means the document provided at: [hyperlink], and updated from time to time;"Processor"has the meaning given to it in the GDPR;"Platform"means any digital media assets and digital platforms operated by or controlled by the Supplier and/or its Affiliates, which are required to provide the Services are provided to you;"Services" means the hardware and software developed by the Supplier in relation to the Platform, including any Updates or Upgrades made available by the Supplier to the Subscriber through the Retailer;"Sub-Processor"means any agent, sub-contractor or other third party (excluding its employees) engaged by the Processor for carrying out any processing activities on behalf of the Controller in respect of the Service-related Personal Data;"Update"means a software maintenance update, patch or bug-fix which does not constitute an Upgrade;"Upgrade"means a version or release of software intended to have new or improved functionality including any new version or release of the Services designated by the Supplier as an upgrade.
In these Terms and Conditions:the table of contents, background section and the clause, paragraph, schedule or other headings in these Terms and Conditions are included for convenience only and shall have no effect on interpretation;words in the singular include the plural and vice versa;any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;a reference to legislation includes all subordinate legislation made from time to time under that legislation; anda reference to any Singaporean action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than Singapore, be deemed to include a reference to that which most nearly approximates to the Singapore equivalent in that jurisdiction.
USE OF THE SERVICES
You acknowledge that the Services are provided "as is" and agree that you use the Services at your own risk, and are solely responsible for all costs and expenses you may incur in relation to your use of the Services.You shall not use the Services on any platform other than the Platform.We may make Updates to the Services available from time to time at no additional cost. However, our endeavours in this regard shall not extend to Upgrades, for which we reserve the right to charge for additional cost. MembershipTo access or use certain parts of the Services, you may have to register as a member using the mechanisms provided by the Supplier.You shall:when registering as a member, provide us with accurate, complete, and up-to-date registration information as requested. To the extent that any such information constitutes Personal Data, we will treat such Personal Data in accordance with Clause 5.3 below;keep your password, username and any other details relating to your membership secure and confidential. You are responsible for all activities which occur under your membership details, whether authorised by you or not;not permit your membership details to be used by or transferred to any other persons;not register as a member multiple times; not impersonate or create a membership for any person who has not authorised you to do so.We may:at any time, request forms of identification and/or other documentation to verify your identity; andat any time and in our sole and absolute discretion, suspend or terminate your membership and therefore access or use of certain parts of the Services, including if we believe you are abusing the Services, in breach of these Terms and Conditions, or are no longer actively using your membership.ConductYou shall not (and shall not attempt), at any time, to:use the Services or the Platform:in breach of any applicable laws or regulations;to impersonate any person or entity;to solicit passwords or personal data from any persons; for any unlawful or fraudulent purpose; orto violate or infringe (or could reasonably be expected to violate or infringe) the Intellectual Property Rights or other rights of another person, including the Supplier and its Affiliates;interfere with, disrupt or create an undue burden on the Platform;use any robot, spider or other device or process to retrieve, index, or in any way reproduce, modify or circumvent the navigational structure, security or presentation of the Services or Platform;use the Services or Platform with the assistance of any automated scripting tool or software;frame or mirror any part of the Services or Platform without our prior written authorisation; orExcept as expressly permitted by applicable law:use, copy, modify, adapt, correct errors, or create derivative works from the Services or the Platform;decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Services or the Platform;assign, sub-licence, lease, resell, distribute or otherwise deal in or encumber the Services or the Platform;remove or modify any copyright or similar notices, or any of the your or any other person's branding, that the Services or the Platform causes to be displayed when used;use the Services or the Platform, or permit it to be used, on behalf of any third party; orattempt to circumvent or interfere with any security features of the Services or the Platform.You shall indemnify us for all loss and damage that we suffer or incur which arises out or in connection with a breach of Clauses 3.5 and/or 3.7.
INTELLECTUAL PROPERTY RIGHTS
Our Intellectual Property RightsThe Services, any Content created by us or that we make available via the Services and/or the Platform, and all of the Supplier's Intellectual Property Rights are owned by us, our licensors or both (as applicable). We reserve all of our and their Intellectual Property Rights in any intellectual property in connection with these Terms and Conditions. This means, for example, that we remain owners of them and free to use them as we see fit.We hereby grant you a personal, non-assignable and non-exclusive licence (or sub-licence where applicable) to use the Services and the Platform we provide to you. This licence (or sub-licence) is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided to you, in accordance with these Terms and Conditions. Save for as aforementioned in this Clause 4.2, nothing in these Terms and Conditions grants you any legal rights in the Services other than as necessary to enable you to use the Services. We have no liability or obligation under this Clause 4 in respect of (and shall not be obliged to defend) any intellectual property claim which arises in whole or in part from your use of the Services.
Your Intellectual Property RightsIn the course of using the Services, you may have the capability to upload, transmit, post or otherwise make available your own Content via the Platform. By doing so, you grant us a non-exclusive, worldwide, royalty-free, transferrable and perpetual licence to use, reproduce, edit and exploit the Content for the purpose of providing the Services, and you unconditionally waive all moral rights which you may have in respect of such Content. For the avoidance of doubt, our confidentiality provisions under Clause 10 shall continue to apply to such Content.
DATA PROTECTION
GeneralThe Subscriber shall ensure that its performance under these Terms and Conditions do not infringe Data Protection Laws. The Subscriber shall indemnify the Supplier against any loss or damage suffered or incurred (including, for the avoidance of doubt, any fines or sanctions applied to the Supplier) arising from or in connection with (1) a breach of Data Protection Laws; or (2) this Clause 5 that was caused or contributed to by the Subscriber.Subscriber's Personal DataYou acknowledge that we may collect your Personal Data in the course of providing the Services, including when you register as a member. If we do, our Privacy Policy applies to such Personal Data. Other Personal DataOther than as specified above in Clause 5.3, we do not intend to process or be in possession or control of Personal Data in the course of providing the Services or the Platform to you. All data that relates to natural persons, such as demographic data, is strictly anonymised at the point of collection. Nevertheless, in the event that we come into possession or control of Personal Data in connection with our provision of the Services or the Platform ("Service-related Personal Data"), the following provisions shall apply.The Subscriber and the Supplier both acknowledge that for the purposes of the Data Protection Laws, the Subscriber is the Controller and the Supplier is the Processor. The Supplier is only authorised by the Subscriber to collect and process Service-related Personal Data in accordance with these Terms and Conditions, and does not determine the scope and purpose of such collection and processing. The Subscriber shall ensure all instructions given by it to the Supplier in respect of Service-related Personal Data shall at all times be in accordance with Data Protection Laws.The Supplier shall process Service-related Personal Data in compliance with the obligations placed on it under Data Protection Laws and the terms of these Terms and Conditions.The Supplier shall:only process Service-related Personal Data in accordance with these Terms and Conditions (and not otherwise unless alternative processing instructions are agreed between the Supplier and the Subscriber in writing) except where otherwise required by applicable law; andwithout prejudice to Clause 5.5, if the Supplier believes that any instruction received by it from the Subscriber is likely to infringe the Data Protection Laws it shall promptly inform the Subscriber and be entitled to cease or suspend the provision of the relevant Services.Taking into account the state of technical development and the nature of processing, the Supplier shall implement and maintain the technical and organisational measures to protect the Service-related Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.The Supplier shall:not permit any processing of Service-related Personal Data by any agent, sub-contractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Service-related Personal Data) without the prior written authorisation of the Subscriber; prior to the relevant Sub-Processor carrying out any processing activities in respect of the Service-related Personal Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this Clause 5 that is enforceable by the Subscriber and ensure each such Sub-Processor complies with all such obligations;remain fully liable to the Subscriber under these Terms and Conditions for all the acts and omissions of each Sub-Processor as if they were its own; andensure that all persons authorised by the Supplier or any Sub-Processor to process Service-related Personal Data are subject to a binding written contractual obligation to keep the Service-related Personal Data confidential.The Subscriber shall authorise the appointment of the Sub-Processors as notified to them from time to time.The Supplier may (at the Subscriber's cost):assist the Subscriber in ensuring compliance with the Subscriber’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to the Subscriber; andtaking into account the nature of the processing, assist the Subscriber (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Subscriber’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Service-related Personal Data.The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Service-related Personal Data from the European Economic Area to countries outside the European Economic Area or to any International Organisation without the prior written consent of the Subscriber, save that the Subscriber shall be deemed to have given prior written consent for any transfers required for the performance of these Terms and Conditions. The Supplier shall, in accordance with Data Protection Laws, make available to the Subscriber such information that is in its possession or control as is necessary to demonstrate the Subscriber's compliance with the obligations placed on it under this Clause 5 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28). On the end of the provision of the Services relating to the processing of Service-related Personal Data, the Supplier shall securely dispose of the Service-related Personal Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Supplier or the Subscriber to store such Service-related Personal Data.
WARRANTY
Except as expressly set forth herein, you acknowledge and agree to accept the Services "as-is", and except as set out in this Clause 6 and subject to Clause 8.2, we give no warranty and make no representations in relation to the Services, and all warranties and conditions (including without limitation any conditions implied by the Sale of Goods Act 1999 and any equivalent laws in any other jurisdictions), whether express or implied by statute, common law or otherwise, including all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable skill and care or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.You acknowledge that we have given no representation or warranty that the Services will be uninterrupted, error free or without delay or without compromise of the security systems related to the Services or that all errors will be corrected.
INDEMNIFICATION
You shall indemnify, keep indemnified and hold harmless us from and against any loss, claims, damages, liability costs (including legal and other professional fees) and expenses incurred as a result of or in connection with any breach by the Subscriber of any of these Terms and Conditions.
LIMITATIONS ON LIABILITY
In no event shall the Supplier have any liability for any lost opportunity or profits, or any direct, indirect, incidental, consequential, punitive, special or any other damages whatsoever, whether in action or under contract, tort or otherwise. Notwithstanding any other term in these Terms and Conditions, the Supplier’s liability shall not be limited in any way in respect of the following:death or personal injury caused by negligence;fraud or fraudulent misrepresentation; orany other losses which cannot be excluded or limited by applicable law.TERM AND TERMINATIONThese Terms and Conditions will begin to apply on the date you accept these Terms and Conditions and will continue for as long as you are using our Services, unless terminated earlier according to the provisions of these Terms and Conditions.We reserve the right to terminate or suspend your access to the Services and the Platform at any time without any prior notice or to impose special conditions for the use of the Services if:you do not comply with any part of these Terms and Conditions or any applicable law; orwe are required to do so under applicable laws or by any relevant government or judicial authorities.We also reserve the right to terminate or suspend your access to the Services for any other reason or for no reason. If we exercise this right, we will give you 30 days prior notice before doing so.CONFIDENTIALITYThe Subscriber and the Supplier shall maintain each other's Confidential Information and shall not without the prior written consent of the other, disclose the Confidential Information (or permit others to do so) to any third parties. The Supplier may disclose the Subscriber's Confidential Information only to its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under these Terms and Conditions. The Subscriber shall give notice to the Supplier of any unauthorised misuse, disclosure, theft or loss of the Supplier's Confidential Information immediately upon becoming aware of the same.The obligations under this Clause 10.1 shall not apply to information which (i) is or comes into the public domain through no fault of the Subscriber (for the Supplier's Confidential Information) or the Supplier (for the Subscriber's Confidential Information), or their respective officers, employees, agents or contractors; (ii) is lawfully received by the Subscriber from a third party free of any obligation of confidence at the time of its disclosure; (iii) is independently developed by the Subscriber or the Supplier, without access to or use of the other's Confidential Information; or (iv) is required by law, by court or governmental or regulatory order to be disclosed.The obligations under this Clause 10 shall survive the termination or expiry of these Terms and Conditions for a period of ten (10) years.Force Majeure (events beyond our control)Neither party shall have any liability under or be deemed to be in breach of these Terms and Conditions for any delays or failures in performance of the Services which result from any event beyond the reasonable control of that party. Entire AgreementThese Terms and Conditions constitute the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter. The Subscriber acknowledges that it has not entered into these Terms and Conditions in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Terms and Conditions. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in these Terms and Conditions, although please note that nothing in this Clause 12 is intended to limit or exclude any liability for fraud.AmendmentsWe hereby reserve the right to exercise our discretion at any time to amend these Terms and Conditions by publishing an updated text of the Terms and Conditions on the Platform. If you continue to use the Services after the publishing of the updated text of the Terms and Conditions, it shall be deemed that you agree with the amended Terms and Conditions and undertake to be bound by them. SeverabilityIf any provision of these Terms and Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms and Conditions shall not be affected. If any provision of these Terms and Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.No AssignmentYou may not assign, subcontract or encumber any right or obligation under these Terms and Conditions, in whole or in part, without our prior written consent.Governing Law and JurisdictionThese Terms and Conditions and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Singapore. The parties irrevocably agree that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Terms and Conditions, its subject matter or formation (including non-contractual disputes or claims).NoticeExcept as otherwise expressly statement in these Terms and Conditions, all notices to the Supplier shall be in writing and delivered, via courier or certified or registered mail or e-mail, to support@meiyume.com, or any other address provided by the Supplier. All notices to you shall be delivered to the mailing address or e-mail address as provided by you in your account information. WaiverNo failure, delay or omission by either party in exercising any right, power or remedy provided by law or under these Terms and Conditions shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under these Terms and Conditions shall prevent any future exercise of it or the exercise of any other right, power or remedy.A waiver of any term, provision, condition or breach of these Terms and Conditions shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.Compliance with LawEach party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform their obligations under or in connection with these Terms and Conditions.Third Party RightsA person who is not a party to these Terms and Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 2001 in Singapore or any equivalent legislation anywhere in the world to enforce any of its provisions.
