Smartian

1. INTRODUCTION

1.1

Please read these Terms (defined below) carefully before using the Platform (defined below) and Services (defined below) as they constitute a legal agreement between you and Smartian (defined below). By accessing and using the Platform and/or Services, you agree that you have read, understood and shall be bound by these Terms. If you do not agree to these Terms, please do not access or use the Platform and/or Services.

1.2

Smartian reserves the right to change or modify these Terms at any time. Such changes or modifications will be effective once they are posted on the Platform. Please note that you are responsible for regularly reviewing these Terms. By continuing to access and use the Platform and/or the Services after such changes or modifications have been made, you agree that you shall be bound by such modified Terms.

2. DEFINITIONS

2.1

In these Terms:

“Application” means the Smartian mobile application made available on iOS an Android;

“Content” means texts, images, photos, videos, music, comments, questions, reviews, feedback, suggestions, messages, tags, linked pages, information, data or such other material;

“Intellectual Property” means all copyright, trademarks, service marks, logos, brand names, domain names, trade names, business names, utility innovations, patents, design rights, and all other moral, proprietary and intellectual property rights, and all applications in respect thereof, globally, whether registered or unregistered, whether currently existing or arising in the future;

“Platform” means the Website, Application, and any other website or application which Smartian may own, operate or otherwise make available to Users and/or Third Party Vendors in connection with the Services;

“Products” means goods and/or services made available by Third Party Vendors to Users on the Platform;

“Policies” means Smartian’s personal data collection policy, guidelines and codes of conduct, as may be amended from time to time;

“Services” means the services, functions, information and materials made available by Smartian on the Platform;

“Smartian” “we” “our or “us” means Smartian Private Limited;

“Terms” means clauses 1 to 17 and the Policies, as may be amended from time to time;

“Third Party Vendor” means an independent third-party vendor who uses the Platform to sell Products to Users;

“User” means a registered user of the Platform;

“Website” means the Smartian website which can be accessed at the following web address: www.smartian.com and all related domains and sub-domains made available by Smartian from time to time; and “you” refers to the User and/or Third Party Vendor (as applicable).

3. SMARTIAN ACCOUNT

3.1

To access the Services, you will be required to create an account on the Platform (“Account”). When creating an Account, you will be required to select a unique username and password. Should you select a username that is inappropriate, offensive or otherwise objectionable (as determined in our sole discretion), we reserve the right to deny the registration of the Account or suspend or terminate the Account.

3.2

By creating an Account, you represent, warrant and undertake that:

You are at least 18 years of age and have the legal capacity to enter into these Terms;

You have the authority to bind the company or any other legal entity to these Terms if you are creating an Account for and on behalf of such company or legal entity; and

The information that you provide is true, accurate, complete and current, and that you shall update your information promptly should there be any changes to keep your information true, accurate, complete and current at all times.

3.3

You acknowledge that we may request for such information and/or documentation, at any time, in our sole discretion, to confirm your identity, bank details and/or credit or debit cards which you have registered for use on the Platform. You agree to provide us with such information and/or documentation promptly upon request. If you fail to do so, you agree that we may, without incurring any liability whatsoever to you, take such action we deem appropriate, including without limitation, limit the use of or suspend or terminate your Account.

3.4

If you are under the age of 18, you must either be granted approval by your employer or obtain permission from a parent or legal guardian (as the case may be) to create an Account. That employer, parent or legal guardian must agree to these Terms on your behalf and be responsible for all activities/transactions that occur in your Account.

3.5

You must keep your Account password secure and confidential, and notify us immediately of any unauthorised use of your Account. You must not lend, sell or otherwise transfer your Account to any other party.

3.6

You are solely responsible for the security of your Account and all activities/transactions that occur in your Account regardless of whether such activities/transactions are committed by you. Smartian will not be liable in any manner whatsoever for any loss or damage arising from or in connection with any unauthorised use of your Account or your failure to comply with these Terms.

3.7

You agree that Smartian may disclose information relating to your Account and/or Content that you may post if required to do so by law, to comply with any legal process, pursuant to any court order or a lawful request by any regulatory or governmental authority having jurisdiction over Smartian, or we believe disclosure is required to prevent the commission of any fraud or crime, to enforce these Terms, or to protect the safety, rights and property of Smartian and/or any other person.

4. USE OF THE PLATFORM AND SERVICES

4.1

Smartian grants you a non-exclusive, revocable, limited, non-transferable and non- sublicensable right and license to access and use the Platform and Services, provided that you observe and comply with these Terms. All rights not expressly granted to you are reserved by Smartian.

4.2

You undertake that:

You will use the Platform and Services for their intended and lawful purposes only;

You will not use the Platform or Services in violation of these Terms or any applicable laws, or to circumvent any sanctions or embargo;

You will be fully responsible and liable for any loss or damage incurred by you, any third party or Smartian, as a result of your breach of these Terms;

You will not post, list, upload, disseminate, distribute or otherwise make available any Content on the Platform or via the Services that is infringing on the intellectual or proprietary rights of any third party or Smartian, fraudulent, misleading or deceptive, defamatory, abusive, harassing, threatening, harmful, hateful, distressing, libelous, obscene, pornographic, racially, ethnically or otherwise objectionable (as determined in our sole discretion) or in contravention of any applicable laws (including, without limitation, the Singapore Broadcasting Act and related regulations);

You will not use the Platform or Services to send any unauthorised, automated or unsolicited messages or spam or junk mail;

You will not use the Platform or Services to collect or store any information of other Users without their consent;

You will not use the Platform or Services to promote any product or service that directly or indirectly competes with or is in any way a substitute for the Platform or Services or any product or service offered by Smartian, or solicit or attempt to solicit Users to conduct transactions on other platforms;

You will not use the Platform or Services to impersonate any person or entity, or falsely claim or misrepresent an affiliation with any person or entity;

You will not remove any proprietary or intellectual property rights notices contained on the Platform;

You will not modify, adapt, enhance or create any derivative works based on the Platform or Services (or any portion thereof), except to the extent the aforesaid restriction is prohibited under the applicable law;

You will not decompile, decrypt, reverse engineer, disassemble the source code of the Platform or Services (or any portion thereof), or attempt to do so;

You will not use any web bot, crawler or spider or any other automated device or manual process to access, monitor, copy or acquire any Content belonging to Smartian;

You will not post, upload, disseminate, distribute, transmit or otherwise make available on the Platform or via the Services any material containing software viruses, worms, trojan horses or any other harmful or malicious computer codes, files, scripts or programs;

You will not disrupt, damage or otherwise harm the integrity, functionality or performance of the Platform or Services in any manner whatsoever, or the proper operation of the networks or servers on which the Platform or Services operate, or attempt to do so;

You will not impair, defeat or otherwise circumvent in any manner whatsoever, any security measures deployed by Smartian in connection with the Platform or Services, or attempt to do so;

You will not mirror or frame the Platform or Services (or any portion thereof), on any other servers or websites;

You will not engage in any act, practice or conduct that is or may be construed (in our sole discretion) to be abusive or manipulative of the benefits or privileges provided via the Platform or Services, or is misleading, deceptive or otherwise intended to defraud Users, Third Party Vendors or Smartian; and

You will not engage in any act, practice or conduct that may or will cause harm to the reputation, goodwill or business interests of Smartian.

5. CONTENT

5.1

You acknowledge and agree that you are solely responsible for the Content which you post, upload, disseminate, distribute or otherwise make available on the Platform or via the Services and will be solely liable for any loss or damage incurred by you or Smartian in connection with such Content. You further acknowledge and agree that in using the Platform or Services, you may encounter Content that you may consider being defamatory, obscene, indecent, offensive or otherwise objectionable and that your use of the Platform or Services is at your own risk.

5.2

Smartian has the right, but not the obligation, to screen, monitor, delete, or otherwise control any Content made available on the Platform or via the Services. We may, in our sole discretion, investigate any violation of these Terms and take such action as we deem appropriate, without incurring any liability whatsoever, including, without limitation, deleting such Content, preventing or terminating your access to the Platform or Services or reporting such Content to the relevant authorities.

5.3

You acknowledge and agree that it is your responsibility to evaluate the truth, accuracy and completeness of any Content made available on the Platform or via the Services, and that you bear the risks and losses associated with relying on or using such Content. We do not warrant the truth, accuracy or completeness of any Content made available on the Platform or via the Services.

5.4

To the maximum extent permitted by the applicable law, Smartian will not be liable in any manner whatsoever, for any errors and/or omissions in any Content made available on the Platform or via the Services, or for any loss or damage incurred by you arising out of or in connection with your reliance or use of any Content made available on the Platform or via the Services.

6. DIGITAL MARKET FOR THE SALE AND PURCHASE OF PRODUCTS

6.1

The Services provided by Smartian on the Platform include a digital marketplace to connect Users and Third Party Vendors for the sale and purchase of Products. While Smartian endeavors to provide a safe and conducive marketplace, we do not prescreen or monitor Third Party Vendors, their Product listings or Products.

6.2

Product listings are created by Third Party Vendors and they are solely responsible for providing true, accurate, complete and up-to-date descriptions of their Products in their Product listings. Third Party Vendors are also solely responsible for ensuring the quality, safety, legality of their Products. If you are uncertain about any feature, functionality or warranty in respect of any Product, you should communicate with the respective Third Party Vendor to find out more about the Product or conduct your independent research before purchasing the Product.

6.3

Any communication in respect of or contract for the sale and purchase of Products is strictly between Users and Third Party Vendors. Smartian is not a party to any such communication or contract (or any other contract) entered between Users and Third Party Vendors. Smartian does not endorse any Products made available by Third Party Vendors. Smartian will not be responsible or liable, in any manner whatsoever, for any acts and/or omissions of Users or Third Party Vendors including, without limitation, the truth, accuracy, completeness and currency of any Product listing, the quality, safety and legality of any Product, any warranty in respect of any Product and/or any delay or failure in the payment or delivery of any Product. All liability in relation to such acts and/or omissions shall be borne by the offending User or Third Party Vendor.

7. PAYMENT

7.1

You may purchase Products listed on the Platform using Benefit Credits, debit card, credit card or such other payment methods as may be made available on the Platform from time to time.

7.2

Benefit Credits:

Benefit Credits are a form of employment benefit provided to eligible employees by an employer pursuant to an agreement with Smartian. If your employer has subscribed to Smartian to provide you with Benefit Credits, such Benefit Credits will be issued to your Account in accordance with your employer’s instructions to Smartian and following the registration of your Account.

You may only use your Benefit Credits to purchase Products under such categories as permitted by your employer. As Benefit Credits are a form of employment benefit, you agree that such credits may be cancelled at your employer’s sole and absolute discretion and we shall not be liable for any loss or damage whatsoever you may incur as a result of such cancellation.

7.3

If you have insufficient Benefit Credits to purchase permitted Products, you may use your debit or credit card to make up for such shortfall. When you use your debit or credit card, you will be subject to the terms of service of the relevant third party including processing partners and banks. You agree that you will be liable for all fees charged by such third parties in connection with your purchase of Products.

7.4

Unless otherwise required by law, Benefit Credits are non-refundable, non-transferable and cannot be withdrawn and/or redeemed in exchange for cash or credit balance or transferred for value under any circumstances

7.5

Each time you purchase a Product, you authorise us to deduct the relevant amount of Benefit Credits in your Account in connection with the transaction.

7.6

If you have purchased any Product and you are subsequently entitled to a refund for any reason whatsoever, you agree that we will credit the refund in accordance with our prevailing refund policies.

7.7

If you cancel an order for a Product, you may incur a cancellation fee as prescribed by the respective Third Party Vendor. You agree that it is your responsibility to check with the respective Third Party Vendor on the Third Party Vendor’s cancellation policy prior to purchasing any Product.

8. THIRD-PARTY SITES

8.1

The Platform may contain third-party links which allow you to leave the Platform to other websites (“3rd Party Websites”). Please note that such links are provided for your convenience only. Smartian does not exercise control over 3rd Party Websites in any manner whatsoever and you should access such websites at your own risk

8.2

The manner in which your personal data may be collected, used or disclosed by 3rd Party Websites may also differ from the manner in which we collect, use or disclose your personal data. Therefore, you should read and understand the privacy policies of such 3rd Party Websites.

8.3

You agree and acknowledge that Smartian is not responsible or liable in any manner whatsoever for any Content or links contained within any 3rd Party Website.

9. PRIVACY

9.1

Smartian values your privacy. Please read our privacy policy to understand the manner in which Smartian collects, uses and discloses your personal information.

10. INTELLECTUAL PROPERTY

10.1

Smartian and its licensors (where applicable) own all rights, title and interests, including all Intellectual Property rights in and to the Platform, Services and Content made available or provided on the Platform or via the Services. Nothing in these Terms shall be construed as conveying or granting to you any rights of ownership in or related to the Platform, Services or Content made available or provided on the Platform or via the Services, or any intellectual property rights owned by Smartian and/or its licensors.

10.2

By posting, listing, uploading, disseminating, distributing or otherwise making available any Content on the Platform or via the Services, you agree that you grant us and our sub-licensors, a royalty-free, permanent, irrevocable, non-exclusive, transferable, and fully sub-licensable right and license, without any territorial or time limitations and without requiring any approvals and/or compensations, to use, copy, modify, adapt, publish, translate, edit, dispose of, create derivative works of, distribute, perform and publicly display such content (in whole or in part) and/or incorporate such Content into existing or future forms of work, media or technology.

11. DISCLAIMERS

11.1

The Platform and Services are provided by Smartian on an “as is” basis. To the maximum extent permitted by the applicable law, any and all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, warranties of merchantability, fitness for a particular purpose, or non- infringement of third-party rights, are hereby excluded.

11.2

You agree and acknowledge that the entire risk arising out of or in connection with your reliance or use of the Platform, Services or any Content obtained therefrom remains with you.

11.3

Smartian makes no representations, warranties or guarantees of any kind whatsoever as to the suitability, compatibility, accuracy or completeness, timeliness, reliability, quality, availability of the Platform or Services. Smartian reserves the right to modify, suspend or discontinue the Platform or Services in their entirety or any portion thereof at any time, without any liability to you.

11.4

Smartian makes no representations, warranties or guarantees of any kind whatsoever that the use of the Platform or Services will be uninterrupted, secure, free of errors or defects (or that they will be corrected if any) or other harmful programs or components or that it will meet any requirements or expectations that you may have or that any stored data will be accurate or reliable or the quality of any Products, Content, materials or information purchased or obtained by you through the Platform or Services will meet any requirements or expectations that you may have.

11.5

The Platform or Services may be affected by delays, limitations and other problems inherent in the use of the internet and electronic communications including, without limitation, the device used by you or the third-party provider being faulty, out of range, not connected, or not functioning. Smartian shall in no way whatsoever be responsible or liable for any such delays, delivery failures, damages or losses arising from or in connection with such issues.

12. LIMITATION OF LIABILITY

12.1

You acknowledge and agree that your only right in connection with any dissatisfaction or problems with the Platform or Services is to request for the termination of your account and/or the discontinuance of your use of the Platform and Services.

12.2

To the maximum extent permitted by the applicable law, in no event shall Smartian or our licensors, partners or affiliates be liable, whether under contract, tort, negligence, strict liability, statute or otherwise, for any loss of use, loss of actual or anticipated revenue or profits, loss of data, loss of goodwill, or any indirect, incidental, special or consequential damages arising out of or in connection with (a) your access or use (or your inability to access or use) of the Platform or Services; and/or (b) your conduct or the conduct of other Users or Third Party Vendors in connection with the use of the Platform or Services, whether or not such losses or damages were reasonably foreseeable, and whether or not Smartian has been advised of the possibility of such losses or damages.

12.3

Notwithstanding the foregoing, Smartian’s aggregate liability to you whether under contract, tort negligence, strict liability statute or otherwise, to the maximum extent permitted by the applicable law, shall be limited to the lowest of (a) SGD 100.00, or (b) an amount in Singapore dollars equivalent to the value of Benefit Credits then standing in your Account.

12.4

For the avoidance of doubt, nothing in this clause shall limit or exclude Smartian’s liability for death or personal injury caused by Smartian’s gross negligence, or fraud or any other liability which may not be lawfully limited or excluded.

13. INDEMNITY

13.1

You agree that you shall indemnify and hold Smartian, its licensors, partners, affiliates, officers, directors, employees, shareholders and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees on a full indemnity basis) arising out of or in connection with (a) your use (or misuse) of the Platform or Services, (b) your breach of any of these Terms, and (c) your violation of any thirty party rights or any applicable law or regulation (whether or not referenced herein).

14. TERMINATION

14.1

You agree that we may, in our sole discretion, for any reason whatsoever, with or without prior notice or liability to you or any third party, suspend or terminate your Account and/or your access to the Platform or Services immediately, cancel any pending activities/transactions associated with your Account, remove any Content associated with your Account from the Platform, withhold any sale proceeds or refunds due to you, and/or take such other action that we deem appropriate.

14.2

We may take such action refered to in Clause 14.1 where, including, without limitation, you are found to have engaged in conduct that is misleading, deceptive, fraudulent or otherwise illegal, or is or may be construed (in our sole discretion) as defamatory, harassing or otherwise harmful to other Users, Third Party Vendors and/or the reputation, goodwill or business interests of Smartian.

14.3

If you wish to deactivate your Account, you may do so via the [deactivate option under the Settings section of your Account].

14.4

Notwithstanding the termination of your Account, you agree that you will remain liable for any incomplete transaction regardless of whether such transaction was initiated before or after termination and for all other obligations related to your Account.

14.5

All rights and licences granted to you under these Terms will cease immediately upon such termination.

15. DISPUTES WITH THIRD PARTY VENDORS

15.1

If you have any dispute with any Third Party Vendor, you should first contact such Third Party Vendor directly to attempt to resolve such dispute amicably. If you are unable to do so, you may contact us via the [contact@smartian] on the Platform. While Smartian may attempt to propose or facilitate a resolution to such a dispute, we shall not be obliged to do so. You hereby release Smartian from any and all claims, demands, damages, losses, liabilities and expenses arising out of or in connection with your disputes with any Third Party Vendor.

16. GENERAL

16.1

These Terms constitute the entire agreement between you and Smartian with respect to the matters stated herein and supersedes any prior or contemporaneous negotiations or discussions.

16.2

In the event of a conflict or inconsistency between any two or more provisions under these Terms, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favour of Smartian and the provision which is more favourable to Smartian shall prevail.

16.3

If at any time any provision of these Terms shall be deemed to be unlawful, invalid, or unenforceable in any respect, the legality, validity, and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby, and shall continue in force as if such unlawful, invalid, or unenforceable provision was severed from these Terms.

16.4

Any failure by Smartian to exercise a right or require performance of an obligation in these Terms shall not affect Smartian’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach of these Terms constitute a waiver of any subsequent breach.

16.5

You and Smartian are independent contractors and nothing in these Terms is intended to create or shall be construed as creating a partnership, joint venture, employee- employer or agency relationship between you and Smartian.

16.6

A person or entity who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any provision of these Terms.

16.7

You must not assign any rights granted to you or delegate or subcontract any of your obligations under these Terms without our prior written consent, but we may do so without your prior written consent. Any attempted assignment or delegation by you in contravention of this provision shall be null and void.

16.8

Smartian’s rights and remedies under these Terms are cumulative and are without prejudice and in addition to any rights or remedies we may have in law or in equity. No exercise by us of any one right or remedy under these Terms, or at law or in equity, shall operate so as to hinder or prevent our exercise of any other such right or remedy at law or in equity.

17. GOVERNING LAW AND JURISDICTION

17.1

You agree that these Terms shall be governed by and construed in accordance with the laws of Singapore.

17.2

You agree that any disputes, actions, claims or causes of action arising out of or in connection with these Terms 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 (“SIAC Rules“) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The seat of arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator, and the language of arbitration shall be English.