Shopcada provides a collection of tools and resources (collectively known as the “Services”) to create and manage an online store. The following are the terms and conditions for use of the Services (hereinafter referred to as the “Terms”), along with any amendments thereto and any operating rules or policies that may be published from time to time by Shopcada.
1.1. The services provided are subject to these Terms and any operating rules or policies that Shopcada may publish from time to time. Shopcada may make changes to this Agreement at any time by posting updates and changes to the Shopcada website.
1.2. The services are only available to Customers who can form legally binding contracts under applicable law. By using the Services, the Customer hereby represents and warrants that the Customer is (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law.
1.3. The Customer must provide its full legal name, identification nos or passport particulars, current address, a valid email address, and any other information as and when required in order to complete the registration process.
1.4. As part of the registration process, The Customer will identify an email address and password for its Shopcada’s account. The Customer is responsible for keeping its password secured. Shopcada cannot and will not be liable for any loss or damage which arises from the Customer’s failure to maintain the security of its account and password.
1.5. Shopcada reserves the right to refuse service to anyone at any time at Shopcada’s absolute discretion.
2. Restrictions and Responsibility
2.1. The Customer warrants and agrees not to reproduce, duplicate, copy, sell, resell, reverse engineer, decompile, disassemble, or exploit any portion of the Service.
2.2. The Customer may not use the Services for any illegal or unauthorized purpose nor violate any laws in any country’s jurisdiction (including but not limited to copyright laws) as well as the laws of Singapore.
2.3. The Customer is responsible to ensure the compliance with any rule regulation policy and all relevant laws in respect of illegal and unlawful activities. Shopcada does not pre-screen and monitor Customer’s content.
2.4. Shopcada may, but have no obligation to remove Content and Accounts which in Shopcada’s view are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any intellectual property or these Terms.
2.5. The Customer must not transmit any worms, Trojan horses, viruses or any computer programming code of a destructive nature.
2.6. A breach or violation of any of the Terms or applicable laws as determined in the sole absolute discretion of Shopcada will result in an immediate termination of services to the Customer, and Shopcada reserves its rights to take up any other actions (legal or otherwise) as it deems appropriate.
3. Customer’s Name, Trademarks and Customer Content
3.1. The Customer hereby grants Shopcada a non-exclusive right and license to use the Customer’s name and such of Customer’s trade name, trademarks, and service marks (collectively known as “Customer Marks”) as are provided to Shopcada in connection with this Agreement (a) on Shopcada’s own websites, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing Shopcada’s Services and (c) in applications reasonably necessary and ancillary to the foregoing.
3.2. Shopcada does not claim any intellectual property rights over the material provided by the Customer to the Shopcada service. The Customer retains ownership over all content that the Customer submitted to Shopcada store The Customer can remove its Shopcada store at any time by deleting its account. This will also remove all contents the Customer has stored on the Service.
3.3. By uploading images and item description content to Shopcada, the Customer agrees and warrants to allow other internet users to view them and to allow Shopcada to display and store them and further agrees that Shopcada can, at any time, review all the content submitted by the Customer to its Service.
3.4. Shopcada shall not disclose the Customer’s confidential information to third parties, except as required in the course of providing its services. Confidential information includes any materials or information provided by the Customer to Shopcada, which is not publicly known. Confidential information does not include information that: (i) was already in the public domain at the time Shopcada received it, (ii) comes into the public domain after Shopcada received it through no fault of Shopcada, (iii) Shopcada received from someone other than the Customer without breach of confidentiality obligations by Shopcada or the Customer, or (iv) Shopcada is required by law to disclose.
4. Fees and Payment, Upgrade, Downgrade and Cancellation of Services
4.1. In consideration of the Services provided, the Customer will pay Shopcada all fees due according to the prices and terms listed on the website.
4.2. Shopcada Services are PREPAID and NON-REFUNDABLE. Upon termination, Shopcada does not provide refund or credits for any services not yet performed.
4.3. Shopcada reserves its right to modify its pricing and terms at any time, and such changes or modification shall be posted on website and effective immediately upon the next renewal of the services with and/or without notice to the Customer.
4.4. Account will be disabled if payment is not received within 7 days from the due date. If the account is not paid within 30 days from the due date, the account will be terminated and all content within the account will be deleted without notice to the Customer.
4.5. It is the Customer’s obligation to review all charges for accuracy. The Customer has up to 30 days from the date of billing to contact Shopcada and/or dispute the charge. Failure to do so within the specified time frame shall constitute the Customer’s agreement and acknowledgment that all charges are final, valid and conclusive and Customer thereby waives any claims and/or disputes it may have had regarding such charges.
4.6. Upgrades. Should the Customer elect to upgrade its Services, the commencement date of the next renewal period will remain the same; however, the Customer will be billed immediately for the pro-rata portion of the upgraded Service fee for the remainder of the current billing period.
4.7. Downgrades. Should the Customer elect to downgrade its Services, the downgrade will take effect on the commencement of the next renewal period. For the avoidance of doubt, Shopcada DOES NOT provide credits or refunds on downgrades that may apply during the applicable billing period (regardless of whether such period is a calendar month, quarter or year).
4.8. Cancellations. Shopcada Services will continue in effect until the Customer validly terminates the Services. The Customer must notify Shopcada of its intent to terminate Service at least 5 calendar days prior to the billing renewal date. If notice is not received prior to such date, Services will automatically renew for the subsequent renewal period.
5. Software Updates
5.1. From time to time, Shopcada may update the software associated with the Services for many reasons, including but not limited to, (a) to maintain PCI compliance; (b) to fix bugs or problems in previous versions; and/or (c) to enhance functionality or features.
5.2. Shopcada makes no warranty that such updates will not affect the Customer’s use of the Services or introduce new but unknown bugs into the software. Shopcada shall not be responsible for any loss or damage suffered by the Customer pertaining to such updates.
6. Modification and Update to the Services
6.1. Shopcada reserves its right from time to time and at any time to modify or discontinue, the Service (or any part thereof) with or without notice to the Customer.
6.2. Shopcada shall not be liable to the Customer or to any third party for any modification, price change, suspension or discontinuance of the Service.
7. Limitation of Liability
7.1. The Customer specially warrants, acknowledges and agrees that the Customer’s use of the Services shall be at its own risk and that the services are provided “AS IS”, “AS AVAILABLE” and “WITH ALL FAULTS”, without any warranty or condition, express, implied or statutory. Shopcada does not warrant that the service will be uninterrupted, timely, secure, or error-free. Shopcada does not warrant that the results that may be obtained from the use of the service will be accurate or reliable. Shopcada does not warrant that the quality of any products, services, information, or other material purchased or obtained by the Customer through the Service will meet the Customer’s expectations, or that any errors in the Service will be corrected.
7.2. The Customer expressly warrants, acknowledges and agrees that Shopcada shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Services.
7.3. In no event shall Shopcada or its suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with its site, its services or this Agreement (however arising including negligence). The Customer agrees to indemnify and hold Shopcada and (as applicable) its parent, subsidiaries, affiliates, partners, officers, directors, agents, and employees, harmless from and against all actions, proceedings, losses, damages, expenses, penalties, costs, claims or liabilities whatsoever, legal or otherwise, which Shopcada may sustain, suffer or incur due to or arising out of the Customer’s breach of this Agreement or the documents it incorporates by reference, or the Customer’s violation of any laws.
7.4. In additional, the Customer specially warrants, acknowledges and agrees that no oral or written information or advice provided by Shopcada, its officer, directors, employees, or agents (including without limitation its call center or customer service representatives, as applicable), whether directly or indirectly, will (a) constitute personal, legal or financial advice or (b) create a warranty of any kind with respect to this site or the Services.
8.1. The failure of Shopcada to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The terms and conditions herein constitutes the entire agreement between the Customer and Shopcada and govern the Customer’s use of the service, superseding any prior agreements between the Customer and Shopcada (including, but not limited to, any prior versions of the Agreement).
9. Governing Law and Jurisdiction
9.1. The terms of this Agreement shall be governed by and construed in all respects in accordance with the laws of Singapore.
9.2. The Customer hereby irrevocably agrees that the courts of Singapore shall have non-exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any dispute which may arise out of or in connection herewith. The Customer irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore and waives any objection which the Customer might have at any time to such courts being nominated as the forum to hear and determine any proceedings and agrees not to claim that any such court is not a convenient or appropriate forum.
9.4. Nothing in this term shall limit the right of Shopcada to take proceedings against the Customer in any other competent jurisdiction nor shall the taking of proceedings in any other competent jurisdiction preclude Shopcada from taking proceedings in any jurisdiction, whether concurrently or not.
11. The Contracts (Rights of Third Parties) Act 2001
11.1. A person who is not a party to this Agreement shall have no rights under The Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement.