Updated on 15th September 2021
Webcada Pte. Ltd. (the “Company”) operates an online eCommerce platform known as Shopcada (the “Platform”) that provides a collection of tools and resources (collectively known as the “Services”) to create and manage an online store.
1.1 The Services provided are subject to these Terms and any operating rules or policies that the Company may publish on its Website from time to time. The Company reserves the right to amend and update these Terms at any time by posting the updated Terms on the Website without any prior notice to you.
1.2 Only persons who are at least 18 years of age may access and use the Services, and by accessing and using the Services, you represent and warrant to the Company that you are (a) at least 18 years of age and/or (b) otherwise recognised as being able to form legally binding contracts under the applicable laws.
2. Registration of Account
2.1 As part of the registration process, you are required to provide your full legal name, identification details, current address, valid email address and such other information as the Company may require in order to complete the registration process.
2.2 Each person is only allowed to register one user account, and in the event that you register for or use more than one user account, the Company may terminate all your user accounts for cause and subsequently bar or prohibit you from further using the Services.
2.3 You will be asked to create a password when registering for the user account. In order to prevent fraud or theft of your user account, you should:
create and use a password of sufficient length and complexity;
keep your password confidential and safe, and not disclose it with or to anyone;
update your password from time to time; and
change your password without undue delay if you suspect that your password has been compromised.
2.4 If the Company has reason to believe that there is likely to be or there is a breach of security or misuse of your user account, the Company may give notice to you to require you to change your password or may suspend your user account without prior warning.
2.5 In registering the user account, you represent and warrant to the Company that:
you have read, understand and agree to these Terms;
the information that you have provided to the Company for the purposes of registering the user account is true and accurate in all aspects, and you will inform the Company without undue delay of any changes to the information that you have provided; and
you have not impersonated any person or falsely state any information provided to the Company for registering the user account.
2.6 The Company reserves the right to refuse to provide any Services to any person at any time.
3. Restrictions and Responsibility
3.1 You are solely responsible for all acts and actions carried out through your user account on the Platform, and you agree that you are not allowed to:
attempt to gain unauthorised access to or otherwise interfere or disrupt the Platform in any way;
sell, rent, lease, lend, redistribute, sublicense or make commercial use of the Platform or any content;
copy, reverse engineer, decompile, disassemble or attempt to discover the source code of the Platform;
reproduce or disseminate the Platform or any part thereof in any way not expressly permitted by these Terms, or which use, reproduction or dissemination is prohibited by law;
modify, alter or otherwise make any derivative uses of the Platform or any portion thereof;
remove, alter, or obscure any acknowledgement, credit, copyright, trademark, other proprietary rights, or other legal notice included with the Platform;
use any data mining, robot, or similar data gathering or extraction method on the Platform;
download (other than the page caching) any portion of the Platform, except as expressly permitted;
use the user account and/or the Platform for any illegal or unauthorised purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms or any other rules or polices established from time to time by the Company;
attempt to indicate in any manner that you have a relationship with the Company or that the Company has endorsed you or any products or services for any purpose;
do any acts or things that would result in any interference with the other users’ enjoyment of the Platform;
do any acts or things that would result in inconvenience being caused to the Company; and
use the Platform for anything other than its intended purpose.
3.2 You are solely responsible for ensuring compliance with the applicable laws and regulations when accessing and using our Services and/or the Platform and you acknowledge that the Company does not pre-screen and monitor your content and/or activity.
3.3 Any use of the Platform other than as specifically authorised herein without the prior written permission of the Company is strictly prohibited and will result in a suspension or termination of the user account and your right to continue to access and use the Platform and/or the Services. The Company will also have the right to suspend or terminate your user account if the Company considers any content uploaded on the Platform to be unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any intellectual property or these Terms.
3.4 Your access and use of the Platform and/or the Services is entirely at your own risk, and to the fullest extent permitted by law, the Company will not be held liable in any way for any loss or damage suffered by you as a result of accessing and using the Platform and/or the Services.
3.5 A breach or violation of any of these Terms as determined by the Company at its sole and absolute discretion will result in an immediate termination of the Services to you, and the Company reserves its rights to take up any other actions (legal or otherwise) against you as it deems appropriate.
4.2 If the Company has reasonable grounds to believe that the user account is in breach of any of these Terms, the Company reserves the right, in its sole and absolute discretion, to cooperate fully with governmental authorities in the investigation of any potential wrongdoing. The Company may also disclose any personal data if requested by a government or law enforcement body or as a result of a subpoena or other legal action. The Company shall not be liable for damages arising from such disclosure, and you agree not to bring any action or claim against the Company for such disclosure.
5. Customer’s Name, Trademarks and Customer Content
5.1 You hereby grant to the Company a non-exclusive and royalty-free right and license to use your name, your trade name, trademarks, and service marks (collectively known as “Customer Marks”) as are provided to the Company through (a) your use of the Platform and/or Services; (b) the printed and online advertising, publicity, directories, newsletters, and updates describing the Services; and (c) in applications reasonably necessary and ancillary to the foregoing.
5.2 The Company does not claim any intellectual property rights over the Customer Marks, and you will retain ownership over all content uploaded by you onto the Platform, including the right to remove the same from the Platform by deleting your user account. You acknowledge that, by doing so, all your contents previously stored on the Platform will be permanently removed.
5.3 By uploading images and item description content onto the Platform, you agree to allow other internet users to view them and to allow the Company to display and store them and further agrees that the Company can, at any time, review all such uploaded content.
5.4 The Company shall not disclose any of your confidential information to any third party, except as required in the course of providing its Services. Confidential information includes any materials or information provided by you to the Company, which is not publicly known. Confidential information does not include information that: (i) was already in the public domain at the time the Company received it, (ii) comes into the public domain after the Company received it through no fault of the Company, (iii) the Company received from another person without breach of confidentiality obligations, or (iv) the Company is required by law to disclose such confidential information.
6. Fees and Payment, Upgrade, Downgrade and Cancellation of Services
6.1 In consideration of the Services provided by the Company, you agree to pay to the Company all service fees as listed on the Platform.
6.2 You further acknowledge that the service fees payable in respect of the Services are PREPAID and NON-REFUNDABLE. Upon your termination of the Services, the Company does not provide refund or credits for any Services not yet performed.
6.3 The Company reserves the right to modify its pricing and terms at any time, and such changes or modification shall be posted on the Website and will come into effect immediately upon the next renewal of the Services with or without any prior notice to you.
6.4 Your user account will be disabled if payment is not received within 7 days from the due date. If the user account is not paid in full within 30 days from the due date, the user account will be terminated and all content within the user account will be deleted without notice to you.
6.5 It is your sole responsibility to review all charges for accuracy. You are given up to 30 days from the date of billing to contact the Company and/or dispute any charges, failing which shall constitute your agreement and acknowledgment that all charges are final, valid and conclusive and you agree to waive any claims and/or disputes that you may have in relation to such charges.
6.6 Should you elect to upgrade the Services, the commencement date of the next renewal period will remain the same; however, you will be billed immediately for the pro-rata portion of the upgraded Service fee for the remainder of the current billing period.
6.7 Should you elect to downgrade the Services, the downgrade will take effect on the commencement of the next renewal period. For the avoidance of doubt, the Company 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).
6.8 The Services will continue in effect until you validly terminate the Services. You are required to notify the Company of your intent to terminate the Service at least 5 business days prior to the billing renewal date. If such notice is not received prior to such date, the Services will automatically be renewed for the subsequent renewal period.
7. Software Updates
7.1 From time to time, the Company 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.
7.1 The Company makes no warranty that such updates will not affect your use of the Services or introduce new but unknown bugs into the software. The Company shall not be responsible for any loss or damage suffered by you pertaining to such updates.
8. Modification and Update to the Services
8.1 The Company reserves its right from time to time and at any time to modify or discontinue, the Services (or any part thereof) with or without notice to you.
8.1 The Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
9. Third-Party Websites
9.1 The Company may provide links to third-party websites, apps, mobile services or other third-party services (“Third-Party Service”) and may also display, link to or otherwise make available third-party content, data, information, events, apps or materials (“Third-Party Material”) on the Website.
9.2 The Company does not endorse or control, and makes no representations or warranties of any kind, regarding any Third-Party Service or Third-Party Material including the content, accuracy, quality, nature, appropriateness, decency, functionality, performance, reliability, completeness, timeliness, validity, safety, legality or any other aspect thereof.
9.3 Your use of any Third-Party Service or Third-Party Material is entirely at your own risk. The Company is not responsible for any issues, legal or otherwise, that may result from your use of the Third-Party Service or Third-Party Material, including any loss, damage, or harm of any sort incurred as a result of your use of Third-Party Service or Third-Party Material.
10. Limitation of Liability
10.1 You specially warrant, acknowledge and agree that your use of the Services shall be at your 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. The Company does not warrant that the Services will be uninterrupted, timely, secure, error-free, or will not contain any flaw, bug or other defect that may prevent, compromise or affect the proper operation and/or security of the Platform. The Company does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. The Company does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
10.2 You hereby expressly agree and acknowledge that the Company 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.
10.3 In no event shall the Company or its suppliers be liable in any way for lost profits or any special, incidental or consequential damages arising out of or in connection with the Platform and/or the Services (however arising including negligence).
10.4 You agree to indemnify, defend and hold harmless the Company 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 the Company may sustain, suffer or incur due to or arising out of:
your use of or reliance on the Platform and/or the Services, whether negligent or otherwise;
your use or reliance on any links to third party websites that may be found on the Website;
your breach of these Terms or the documents incorporated herein by reference, or your violation of any applicable laws; and/or
any errors, omissions and/or inaccuracies whatsoever of the information uploaded onto the Platform.
11.1 The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
12.1 If any one or more of the Terms contained hereunder shall be deemed invalid, unlawful or unenforceable in any respect under any applicable laws, the validity, legality and enforceability of the remaining provisions or part thereof contained hereunder shall not in any way be affected or impaired but the Terms shall be construed as if such invalid, unlawful or unenforceable provision or part thereof had never been contained hereunder.
13. Governing Law and Jurisdiction
13.1 The terms of this Agreement shall be governed by and construed in all respects in accordance with the laws of Singapore, and you hereby irrevocably agree 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.