Terms of Service

1. 1. Definitions

   1. In this Agreement, the following words and expressions shall have the meanings respectively assigned to them hereunder:

      "Account" has the meaning given to it in Clause 5.1.

      "Affiliates" , in relation to a party, means any entity which controls, is controlled by, or is under common control with such party (where "control" , including its correlative meanings such as "controlled by", "controls" and "under common control with", means, the direct or indirect power to direct or cause the direction of the management and policies of a corporation, whether through the ownership of voting securities, by contract, or otherwise).

      "Errors" has the meaning given to it in Clause 4.2(c).

      "Feedback" has the meaning given to it in Clause 11.4.

      "Force Majeure Event" means any circumstance not within a party's reasonable control, including, without limitation (a) fire, storm, lightning, flood, drought, earthquake or other natural disaster or other similar acts of God; (b) epidemic or pandemic (including the ongoing COVID-19 pandemic); (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) any Law or any action taken by a Governmental Authority, including without limitation to changes to Law, imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (e) fire, explosion or accident; (f) any labour or trade dispute, strikes, industrial action or lockouts; (g) non-performance by suppliers or subcontractors; and (h) the unavailability, interruption or failure of utility services such as electricity, gas, water, telecommunications including the internet.

      "Governmental Authority" means any governmental, administrative, statutory, regulatory or self-regulatory, judicial or arbitral authority or body (including any division thereof), anywhere in the world with jurisdiction over the relevant affairs of SpoonX or the User.

      "Harmful Code" means any computer code, files, scripts and programs, including any malware and/or software, that is intended or known to be harmful, destructive, disabling or which assists in or enables theft, alteration, denial of service, unauthorised disclosure or destruction or corruption of data, including viruses, worms, spyware, adware, keyloggers, trojans, ransomware and any new type of threats.

      "Intellectual Property Rights" means patents, trademarks, service marks, copyright, know-how, design rights, database rights, rights in software, rights in designs and inventions, trade secrets, confidential information, trade and business names and brands, internet domain names, any application (whether pending, in process or issued) for any of the foregoing and any other industrial, intellectual property or protected right similar to the foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed.

      "Laws" means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, including the common law as may be applicable from time to time and any applicable industry codes or standards which are of a mandatory and binding nature.

      "Maintenance" means any scheduled or urgent suspension or restriction of the Platform or Services to allow for Updates, upgrades, repairs, and maintenance of the Platform or Services.

      "Merchants" means the food and beverage merchants that offer their Products for sale on the Platform.

      "Orders" has the meaning given to it in Clause 6.1.

      "Payment Platform" has the meaning given to it in Clause 6.1.

      "Payment Service Provider" has the meaning given to it in Clause 6.3(a) .

      "Personal Data" means data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which a party has or is likely to have access.

      "Personnel" has the meaning given to it in Clause 10.6.

      "Platform" means the SpoonX online platform with the URL www.spoonx.com and all associated webpages, and the “SpoonX” app provided and made available by SpoonX which the User may use to access the Services.

      "Privacy Policy" has the meaning given to it in the preamble.

      "Products" means the food and beverage products offered by the Merchants for order and sale through the Platform.

      "PSA" means the Payment Services Act 2019 (No. 2 of 2019) of Singapore.

      "Registered User" has the meaning given to it in Clause 5.1.

      "Registration Data" has the meaning given to it in Clause 5.4.

      "Rules" has the meaning given to it in Clause 13.3.

      "Services" means the services, functions, features, information and content provided by SpoonX and/or its business partners to the User on the Platform, including but not limited to (a) the ability for the User to register and create accounts, (b) the ability to place Orders, (c) the ability to post material (including but not limited to comments and ratings) and (d) the ability to make payment for such Orders via the Payment Platform. For the avoidance of doubt, Services exclude Third-Party Materials.

      "SIAC" has the meaning given to it in Clause 13.3.

      "SpoonX Intellectual Property" has the meaning given to it in Clause 11.1.

      "SpoonX Proprietary Marking" has the meaning given to it in Clause 11.1(b).

      "Technical Data" means system specific data or information and other technical data relating to the Platform or Services.

      "Term" has the meaning given to it in Clause 12.1.

      "Third-Party Account" has the meaning given to it in Clause 5.3.

      "Third-Party Materials" has the meaning given to it in Clause 9.1.

      "Third-Party Software" has the meaning given to it in Clause 8.1.

      "Trademarks" has the meaning given to it in Clause 2.3.

      "Unavailability" has the meaning given to it in Clause 4.2(c).

      "Updates"means updates, bug fixes, patches, corrections, modifications, enhancements, new releases, the introduction of new functionalities or features to, or removal or modification of existing functionalities or features from, the software components of the Platform or Services.

      "User Data" means the data and information created, submitted to, or provided to SpoonX by you.

      "User Device" has the meaning given to it in Clause 8.1.

      "User Failure" means any failure or inability to access or use the Platform or Services that is attributable to the User, including without limitation (a) your access or use of, or attempt to access or use, the Platform and/or Services in breach of this Agreement, (b) the User’s non-compliance with the User Obligations and Restrictions as set out in Clause 3 of this Agreement, (c) the User’s delay in performing, or failure to perform any of its obligations under this Agreement (including making payments), (d) connectivity issues with the Users’ internet connection, or (e) failure or incompatibility of the User Devices and other hardware or software components required by the User to access or use the Platform or Services which are not provided by SpoonX.

2. 2. LICENSE

   1. The Platform is owned by SpoonX. All Intellectual Property Rights available on and/or through the Platform and the Services are owned by SpoonX or licensed to SpoonX by our licensors. You do not acquire any rights, title or interest in or to the Platform or Services, other than a right to use the Platform or Services in accordance with the limited license granted hereunder and subject to all terms, conditions, and restrictions, under this Agreement. SpoonX reserves and shall retain its entire right, title, and interest in and to the Platform and Services, including all Intellectual Property Rights therein or relating thereto.
   2. The trademarks, service marks, trade names and logos used and displayed on the Platform (the "Trademarks" ) are proprietary of SpoonX and their respective owners. Nothing on the Platform should be construed as granting you, by implication, estoppel or otherwise, any licence or right to use any Trademarks displayed on and the Platform, without the prior written permission of SpoonX or any other applicable trademark owner.

3. 3. USER OBLIGATIONS AND RESTRICTIONS

   1. You shall access and use the Platform and Services in compliance with this Agreement, the Privacy Policy, and all applicable Laws.
   2. You shall ensure that all User Data provided by you to SpoonX, whether or not through the Platform or Services, will be accurate, complete, true, up-to-date, and not misleading. Further, when you provide Personal Data to SpoonX, you shall be taken to have agreed and consented to SpoonX’s collection, use, disclosure and processing of such Personal Data in accordance with the Privacy Policy.
   3. You shall not use the Platform or Services:
      1. for any unlawful purposes or criminal activity; or
      2. to post, upload, publish, submit, disseminate, promote or transmit or otherwise make available any:
         1. unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise objectionable content or material;
         2. material that encourages conduct that constitutes a criminal offence, or otherwise breaches any applicable laws, regulations or codes of practice;
         3. unauthorised material for advertising purposes or otherwise; or
         4. materials that infringe or violate any other person’s Intellectual Property Rights (including without limitation making, transmitting or storing electronic copies of materials protected by Intellectual Property Rights without the permission of the owner), rights of publicity or privacy, or other personal rights.
   4. In using the Platform and Services, you shall not:
      1. impersonate any person or party or falsely declare, distort or misrepresent your affiliation with any person or party;
      2. attempt to gain unauthorised access to or otherwise interfere with the performance, operation or functionality of any part of the Platform or Services, or any computer facilities of and/or accessed through the Platform;
      3. rent, lease, lend, sell, resell, sublicense, assign, distribute, publish, or lease the Platform or Services (or any part thereof) or otherwise make available to any third party for any reason, or include the Platform or Services in a service bureau, time-sharing, or outsourcing offering;
      4. interfere with or disrupt the integrity, performance, operation or functionality of the Platform or Services, or any information and content contained thereon;
      5. copy, adapt, modify, prepare derivative works based upon, transfer, publicly display, transmit, or otherwise exploit the Platform or Services, including any function or feature thereof;
      6. use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or similar tools) to "scrape", collect or download any information and data from the Platform or Services;
      7. access the Platform or Services in order to build a competitive product or service or otherwise to compete with SpoonX;
      8. reverse engineer, disassemble, or otherwise attempt to derive or gain access to the source code or infrastructure of the Platform or Services or any part thereof;
      9. attempt to probe, scan, or test the vulnerability of the Platform or Services, any SpoonX system or network or breach any security or authentication measures, or otherwise attempt to benchmark the Platform or Services or SpoonX’s performance of any services;
      10. upload, store on, or transmit or make available through the Platform or Services any Harmful Code;
      11. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other Intellectual Property Rights notices from the Platform or Services, including any copy thereof;
      12. provide any competitor of SpoonX (including any employee or contractor of such competitor) with access to or use of the Platform or Services (or any part thereof), including by read-only access, direct access through your identification and password information, or otherwise;
      13. engage in any abuse or misuse of the Platform or Services;
      14. use the Platform or Services in any manner which will be harmful, cause nuisance, annoying, disruptive, inconvenient, unlawful, fraudulent or in connection with a criminal offence; or
      15. act in any way such that the operation of the Platform or Services will be disrupted.
   5. You acknowledge and agree that SpoonX reserves the right, but shall have no obligation, to:
      1. monitor your access to or use of the Platform or Services, check, vet and/or control any activity, content or information occurring on or through the Platform or Services, to ensure your compliance with this Agreement, or to comply with SpoonX’s obligations under applicable Laws or the order or requirement of a court or other Governmental Authority;
      2. nvestigate and prosecute violations of this Agreement to the fullest extent of the Law, report any suspicious or unlawful activities occurring on or through the Platform and Services, and involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement; and
      3. terminate the license granted to you under this Agreement and remove or disable your access to and use of the Platform or Services (or any part thereof) at any time and without prior notice for any reason or no reason (including without limitation to circumstances where SpoonX, at its sole discretion, considers any of your actions or operations to be in violation of this Agreement or applicable Law, is harmful to the Platform or Services or any users of the Platform or Services, or to comply with the order or requirement of a court or other Governmental Authority).

4. 4. AVAILABILITY

   1. SpoonX will use commercially reasonable efforts to make the Platform and Services available to you, and ensure that these will comply with Singapore Laws.
   2. Notwithstanding the foregoing, you acknowledge and agree that:
      1. As the applicable Singapore Laws may be subject to changes from time to time, SpoonX cannot guarantee that your access to or use of the Platform and/or Services will always remain compliant with the applicable Singapore Laws;
      2. The availability and performance of the Platform and/or Services may vary depending on a variety of factors, including without limitation to the specifications of the User Device used by you to access the Platform and Services (including but not limited to the brand, make, model, type, and quality), stability of the internet and telecommunication network. SpoonX makes no representations or warranties, whether express, implied, statutory or otherwise, to the performance (including without limitation to quality, speed, service level or efficiency), uptime, or availability of the Platform and/or Services, or that your access to or use of the Platform and/or Services will be uninterrupted, error-free or will meet your needs or requirements; and
      3. SpoonX shall not be held responsible or liable for any errors or disruptions in the Platform and/or Services ("Errors"), or your inability to access or use the Platform and/or Services (or any part thereof) ("Unavailability") for any reasons, and any losses or damages you may suffer as a result of such Error or Unavailability, including where such Error or Unavailability is due in part or in whole to any of the following:
         1. User Failure;
         2. Maintenance;
         3. Force Majeure Event;
         4. changes in Laws or orders or requirements of a court or other Governmental Authority;
         5. terms and conditions of or directions or orders by the Merchants;
         6. any suspension or termination of your Account, access and/or use of the Platform and/or Services in accordance with this Agreement; and
         7. failure of the internet, telecommunication network, power grid failure, or any other reasons not caused by or attributable to SpoonX, or beyond SpoonX’s control.
   3. You acknowledge and agree that your access to and/or use of the Platform and/or Services may be occasionally suspended or restricted to allow for Updates. SpoonX may at any time, and without giving any reason or notice, Update the Platform and/or Services without any liability towards you. You further agree that all Updates will be deemed part of the Platform or Services and be subject to all terms and conditions of this Agreement.

5. 5. USER ACCOUNT

   1. In order to access certain features of the Platform or Services, you may be required to become a Registered User and access such features through your Account. For the purposes of the Agreement, a "Registered User" is a User who has registered an account on the Platform for the use of such features ("Account").
   2. In order to become a Registered User, you will be required to provide your name, a valid email address, your phone number ,restaurant name, company website URL/ social media handle and to create a password. The information which you have provided to us for such Account creation may be accepted or rejected at our sole and absolute discretion.
   3. SpoonX may allow you to link your Account with, or otherwise access the Platform or Services using, your accounts on third party services (for example, Facebook, Google, Instagram, Apple, LinkedIn, and other third party services as SpoonX may permit from time to time) ("Third-Party Account"). For the purposes of this Agreement, all references to "Account" shall include "Third-Party Account".
   4. In creating an Account, you agree to:
      1. provide true, accurate, current and complete information about yourself (the "Registration Data");
      2. maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and
      3. not create an Account using a false identity or information, or on behalf of someone other than yourself.
   5. You acknowledge and agree that you shall be solely responsible for maintaining the confidentiality and security of your Account and shall not allow another person to use your Account to access the Platform and Services. You shall immediately notify SpoonX via [tech@spoonx.com] if you have reason to suspect that the confidentiality of your Account has been compromised, or if you suspect or become aware of any unauthorised use of your Account or any other breach of security.
   6. Notwithstanding the foregoing, you acknowledge and agree that any access to and/or use of the Platform or the Services, any actions taken on, all material posted on and all operations of, the Platform and Services, and any information, data or communications that occur under or through the use of your Account or are referable or traceable to your Account (including without limitation to any Services accessed or activated, and any payments or purchases made under your Account) shall be attributable to you, and you shall be deemed to have taken such actions and shall be solely responsible for all such actions, even if you did not authorise such actions. SpoonX shall be entitled (but not obliged) to act upon and hold you responsible and liable for such action, as if such actions were carried out by you. You also agree to indemnify SpoonX entirely against any and all losses attributable to your access to and/or use of the Platform and/or the Services referable or traceable to your Account.
   7. SpoonX shall not be liable to you for any harm or loss arising from or relating to the theft of your Account, your disclosure of your Account, or the use of your Account by another person or entity.
   8. SpoonX reserves the right to require you to provide additional Registration Data, change your password, temporarily or permanently suspend or terminate your Account, or impose limits on or restrict your access to and use of the Platform or Services with or without notice at any time for any or no reason including:
      1. if you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or SpoonX has reasonable grounds to suspect that any Registration Data you provide is untrue, inaccurate, not current or incomplete;
      2. if SpoonX has reasonable grounds to believe you have violated, or are about to violate, the Agreement, including any incorporated agreements, policies or guidelines, or any applicable Laws, or that your Account may have been compromised;
      3. if activities occur under your Account which, in SpoonX’s sole discretion, would or might cause damage or losses to SpoonX or any users (whether yourself or other users), impair SpoonX’s ability to provide the Platform or Services, or infringe or violate any third party rights (including Intellectual Property Rights);
      4. if you decline to disclose such information required for the continued usage of the Platform or Services;
      5. in response to requests by law enforcement agencies or other Governmental Authority; or
      6. to address or respond to technical or security issues or problems, or to allow for repairs, maintenance or the introduction of new functionalities or services.
   9. SpoonX shall not, under any circumstances whatsoever, be held liable for any losses of whatsoever nature and howsoever arising suffered by you arising out of or in connection with such suspension or termination of your Account.
   10. You agree not to create an Account and/or use the Platform or Services if you have previously been banned from the Platform and Services by SpoonX.
   11. You hereby acknowledge and agree that any or all data (including without limitation to user access data, user account data and transaction data) and communications with the Platform may be monitored, captured, recorded and transmitted to the authorities as deemed necessary by SpoonX in its sole discretion and without further notice.
   12. It is your responsibility to keep your User Devices and access to this Platform secure. Any removal of software restrictions and limitations imposed by the official operating system of your User Devices may make your User Devices vulnerable to Harmful Code and/or compromise your User Devices’ security features, and may also affect the proper functionality of the Platform and/or Services. We shall not be liable or responsible for any damage, expense or loss of any nature whatsoever suffered directly or indirectly by you as a result of any loss, disclosure, theft and/or unauthorised use of your Account, security credentials and/or User Devices.

6. 6. ORDERS ON THE PLATFORM

   1. The Platform allows Users to place orders for the purchase of Products ("Orders") and will redirect Users to an external platform for the purposes of making payment to the Merchants for such Orders ("Payment Platform").
   2. Products. You acknowledge and agree that:
      1. While SpoonX may allow Users to place Orders on the Platform, SpoonX does not provide, prepare or deliver any of the Products. These Products are provided to you by the relevant Merchants and may be subject to you entering into separate agreements or arrangements with such Merchants, which SpoonX is not a party to. SpoonX shall not be liable for, and you shall release SpoonX from, any obligations or liabilities that may be owed by you to the Merchant under any agreement or arrangement between you and such Merchant;
      2. SpoonX makes no representations or warranties whatsoever, whether express, implied, statutory or otherwise, to the merchantability, satisfactory quality, fitness for a particular purpose, in relation to the Products, or that the Products will meet your needs or requirements, and shall not be liable for any damage, liabilities, losses, or any other consequences that you may incur arising out of or in relation to your purchase, consumption and/or use of the Products; and
      3. SpoonX does not assume and will not have any liability or responsibility to you or any other person or entity for the Products.
   3. Payment. You further acknowledge and agree that:
      1. While SpoonX may provide access to the Payment Platform via the Platform, SpoonX does not operate or provide any payment services. The payment services are provided to you by the relevant Payment Platform and relevant service providers ("Payment Service Providers"), and your use of such payment services may be subject to you entering into separate agreements or arrangements with such Payment Platform or Payment Service Providers, which SpoonX is not a party to. SpoonX shall not be liable for, and you shall release SpoonX from, any obligations or liabilities that may be owed by you to your bank, debit or credit card company, Payment Platform or Payment Service Provider under any agreement or arrangement between you and such third parties;
      2. SpoonX does not provide you with the service of accepting money for the purpose of executing or arranging for the execution of a payment transaction;
      3. SpoonX does not provide any online payment gateway or related services;
      4. SpoonX does not, and does not purport to, operate a payment service regulated under the PSA. Consequently, we owe no duties and do not purport to owe any such duties (whether contractual or otherwise) to you in relation to the payment of such money. You acknowledge that we are not licensed, approved or registered under the PSA and you may not be afforded the relevant protections set out in the PSA and related subsidiary legislation, regulations, circulars, notices, directions and guidelines;
      5. Any data and information created, submitted to, or provided to the relevant Payment Platform or Payment Service Providers by you is solely between you and such Payment Platform or Payment Service Provider and SpoonX shall not be liable for any disclosure of such data or any damage, liabilities, losses, or any other consequences that you may incur arising out of or in relation to the creation, submission or provision of such data;
      6. SpoonX reserves the right to change, add or discontinue, temporarily or permanently, any Payment Platform accessible via the Platform at any time without notice to you; and
      7. You shall be responsible for all taxes and transaction charges associated with your payments.

7. 7. USER DATA

   1. You hereby grant SpoonX a non-exclusive, royalty-free license to access and use User Data during the Term for the purposes of:
      1. providing the Platform and Services to you;
      2. monitoring and improving the performance of the Platform and Services and other internal business purposes of SpoonX; and
      3. creating de-identified versions of User Data, which SpoonX may use for other business purposes.
   2. You represent and warrant that you own or have the legal right and authority and will continue to own or maintain the legal right and authority, to grant to SpoonX during the Term the license set forth in Clause 7.1.
   3. You acknowledge and agree that:
      1. SpoonX does not monitor User Data transmitted by you through the Platform or Services, and that SpoonX shall not be responsible for such User Data;
      2. you are solely responsible for making sure that the disclosure and use of data, User Data and information that you provide to SpoonX through the means described herein does not violate any applicable Laws or infringe upon the Intellectual Property Rights of any third party;
      3. you shall not knowingly post or upload any User Data which:
         1. is unlawful, libellous, harmful, vulgar, indecent, defamatory, obscene, pornographic, abusive, harassing, threatening or otherwise objectionable material;
         2. violates the rights of others, such as data which infringes on any Intellectual Property Rights or violates any right of privacy or publicity;
         3. encourages conduct that constitutes a criminal offence, or
         4. otherwise violates any applicable Law;
      4. SpoonX may remove any violating content posted on or transmitted through the Platform or Services at any time;
      5. you shall promptly provide written notice to SpoonX in the event you discover any User Data provided is unlawful, contains errors, or otherwise violates the provisions of this Agreement; and
      6. all de-identified User Data shall become the property of SpoonX on and from the time such de-identified User Data are created or generated by SpoonX.
   4. You acknowledge and agree that SpoonX shall be entitled to collect, access, modify, distribute, audit, reproduce, delete or remove any User Data relating to you and/or the use of the Platform and Services freely and in perpetuity to the extent necessary to:
      1. protect you and other users of the Platform and Services;
      2. provide, protect, and improve SpoonX’s products and services, whether now in existence or in the future;
      3. provide statistical analysis;
      4. protect the integrity of any data held by SpoonX;
      5. ensure your compliance with this Agreement and any applicable Laws; and
      6. disclose such data and information if required by Law or law enforcement authorities, to enforce this Agreement, or to protect SpoonX’s rights or those of other users.
   5. It may be necessary for SpoonX or its Affiliates to obtain, receive, or collect Technical Data from you to provide you with access to and use of the Platform and Services. You hereby grant to SpoonX and its Affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to:
      1. compile, use, distribute, display, store, process, reproduce, or create derivative works of the Technical Data;
      2. aggregate the Technical Data with other data for use in an anonymous manner for SpoonX’s marketing and sales activities; and
      3. exploit aggregated Technical Data and/or provide aggregated Technical Data to third parties, so long as such data is presented in the aggregated format and does not identify you.

8. 8. INTERNET / USER DEVICE / THIRD-PARTY SOFTWARE

   1. You acknowledge and agree that to access and use the Platform and Services, you will need access to the Internet, and a mobile phone, a tablet, or other compatible computing devices capable of accessing the Internet ("User Device"). In addition, certain third-party software which is not incorporated into the Platform and Services (including the operating system of the User Device and web browsers) ("Third-Party Software") may be required to be properly installed onto such User Device for you to access and use the Platform and Services. You acknowledge that SpoonX has no control over the terms and conditions of the end user license agreement provided with such Third-Party Software and shall under no circumstance be deemed a party to any agreement or arrangement between you and any third parties. You shall be fully responsible for obtaining Internet access, User Devices and entering into and maintaining the end user license agreement for Third-Party Software at your own cost, expense and risk. Your use of such separately acquired Third-Party Software and/or the User Device shall be in accordance with any applicable terms and conditions. SpoonX shall not be liable for, and you shall release SpoonX from, any obligations or liabilities that may be owed by you to any third parties under any agreement or arrangement between you and such third parties. SpoonX shall not be liable to you for your inability to access the Platform and/or Services for any reasons not attributable to SpoonX, including your lack of access to the Internet, or any issues with the User Device or Third-Party Software.

9. 9. THIRD PARTY MATERIALS

   1. SpoonX may display, include or make available third-party content or provide links to third-party websites or services, including but not limited to the Payment Platform (collectively, "Third-Party Materials") on the Platform or Services. You acknowledge and agree that any Third-Party Materials you access through the Platform or Services are entirely at your own risk.
   2. Without prejudice to the foregoing, you acknowledge and agree that:
      1. SpoonX may but shall have no obligation to monitor and review such Third-Party Materials, and shall not be responsible for such Third-Party Materials, including their accuracy, completeness, timeliness, currency, validity, copyright compliance, legality, decency, quality or any other aspect thereof;
      2. SpoonX does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials;
      3. Third-Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions;
      4. SpoonX does not guarantee the continued availability of such Third-Party Materials, and may cease displaying, including or making available such Third-Party Materials at any time at its sole discretion without any liability to you; and
      5. SpoonX makes no representations or warranties whatsoever, and shall not be liable for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur arising out of or in relation to your use of Third-Party Materials, any transactions completed in or through the same, nor for any contract entered into by you with any third party.
   3. You shall indemnify SpoonX against all costs, losses, liabilities and damages of whatsoever nature and howsoever arising which arise from or in connection with any action or claim against SpoonX by third parties in respect of your use of, integration and/or interface with Third-Party Materials and related data.

10. 10. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNITY

    1. You acknowledge and agree that to the fullest extent permitted by applicable Laws, the Platform and Services are provided by SpoonX on an "as is," and "as available" basis, with all faults. To the fullest extent permitted by applicable Laws, SpoonX expressly disclaims all other warranties, representations, and conditions of any kind, whether express, implied, statutory or otherwise, with respect to the Platform and Services and/or the results that may (or may not) be achieved by the use of the Platform and Services, including without limitation to all warranties of merchantability, third-party rights, title, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, timeliness or effectiveness, compliance with Laws, and any warranties arising from a course of dealing or usage or trade.
    2. Without prejudice to the generality of Clause 10.1, SpoonX does not warrant:
       1. that the Platform or the Services will meet your requirements;
       2. the use of the Platform or Services will be or will remain to be permitted by Laws;
       3. the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the Platform or the Services;
       4. that the Platform or the Services, or any material or information obtained through the Platform or Services, will be provided uninterrupted, secure, or free from errors or omissions;
       5. that the Platform or the Services or any material obtained through or from the Platform or Services are free from any Harmful Code; or
       6. the security of any data or information (including User Data) transmitted by you or to you through the Platform or the Services. In this regard, you acknowledge and agree that you understand that any material or information transmitted or received through the Platform or Services may be accessed by unauthorised third parties, and accept the risk of such occurrences and shall not hold SpoonX liable for the same.
    3. In no event whatsoever shall SpoonX be liable to you for:
       1. any loss of earnings, revenue, profits, sales, contracts, business opportunity, business or anticipated savings;
       2. any loss of goodwill or loss of reputation;
       3. any loss or corruption of data; or
       4. any incidental, consequential, exemplary, special, punitive, multiple, pure economic loss or other indirect losses,
       whether based upon warranty, contract, tort, statute, strict liability or otherwise, even if SpoonX has been advised of the possibility of such damages or losses, arising out of, resulting from or relating in any way to:
       1. your use or inability to use the Platform or Services for any reason;
       2. your reliance on any material or information made available through the Platform or Services;
       3. the cost of procurement of substitute goods or services resulting from any goods, data, information or Services purchased or obtained or messages received for transactions entered into through the Platform and Services;
       4. any unauthorized access to or alteration of your data or information (including User Data);
       5. statements or conduct of any third party on the Platform; or
       6. any other matter relating to the Platform and Services.
    4. Save with respect to death or personal injury caused by the negligence of SpoonX, to the maximum extent permitted by Law, SpoonX shall not be liable to you for any death or personal injury, however caused and under any theory of liability, arising out of this Agreement or your use of the Platform and/or Services, or resulting from or relating in any way to your use or inability to use the Platform or Services.
    5. In no event shall SpoonX’s aggregate liability arising out of or related to this Agreement exceed [S$[500] per User].
    6. You shall indemnify, defend and hold harmless SpoonX, our related corporations, our and our related corporations’ directors, officers, employees and agents (collectively, our "Personnel"), and hold us and our Personnel harmless, from and against any and all claims, demands, actions, suits, proceedings, damages, obligations, losses, liabilities, costs, penalties or expenses (including, but not limited to, legal fees incurred by us on a full indemnity basis) of whatsoever nature which may be suffered or incurred by us as a result of or in connection with:
       1. your use of the Platform or Services or the results obtained therefrom;
       2. any breach of this Agreement by you;
       3. any damage or injury caused by you to any property belonging to any Personnel;
       4. any damage or injury caused by you to any person and/or their property; and
       5. your infringement of any third party right (including any intellectual property, property, or privacy right).
    7. You further acknowledge and agree that any Personnel shall be entitled to rely on and enforce the indemnity in Clause 10.6 as if such Personnel were a party to this Agreement.
    8. You hereby acknowledge and agree that the disclaimer of warranties, limitations of liability and indemnity in this clause and in the other provisions of this Agreement and the allocation of risk therein are essential elements of the bargain in SpoonX’s provision of the Platform and/or Services, without which SpoonX would not have provided the Platform and/or Services or entered into this Agreement.

11. 11. INTELLECTUAL PROPERTY

    1. Ownership. You acknowledge and agree that SpoonX and its third-party licensors own all rights, titles and interests (including without limitation to Intellectual Property Rights) in and to:
       1. the Platform and Services;
       2. any trade marks, service marks, trade names, domain names, website names, other significant brand features or specific descriptions which will allow a third party to identify SpoonX and/or its Affiliates (collectively,"SpoonX Proprietary Markings");
       3. all updates, derivatives and modifications developed or derived therefrom, including without limitation to any software, source and object codes, algorithms, data models (whether or not any of the foregoing have been developed using User Data), technology, web pages, text, pictures, images, audio, video, charts, layout design, and electronic documents, or customisation to the Platform and Services;
       4. any reports or data generated by SpoonX in the course of providing the Platform or Services to you or from User Data uploaded or entered by you to the Platform;
       5. any intangible ideas, residual knowledge, concepts, know-how and techniques related to or learned from SpoonX’s provision of the Platform or Services, including, without limitation, any intangible ideas, residual knowledge, concepts, know-how, and techniques related to any new features for the Platform or Services, whether or not created for you; and
       6. any operation and technical data relating to the Platform and Services (including without limitation to user Account information, Registration Data, operation records, and service orders)
       (collectively, the "SpoonX Intellectual Property").
    2. Other than the limited license and use rights expressly set forth in this Agreement to SpoonX Intellectual Property, SpoonX does not grant you any rights to SpoonX Intellectual Property and reserves all rights therein.
    3. You shall not, and shall not permit any other person to:
       1. access or use SpoonX Intellectual Property except in accordance with the terms of and otherwise permitted under this Agreement;
       2. display, use, apply for registration any SpoonX Proprietary Markings;
       3. represent to any other persons, that you have the right to display, use or to otherwise dispose of SpoonX Proprietary Markings;
       4. modify, alter, remove, delete or destroy any SpoonX Proprietary Markings placed upon or contained within the Platform or Services; or
       5. take any action which would cause the Platform and/or Services or any part thereof to be placed in the public domain or to become open-source software.
    4. Feedback.
       1. If you propose or provide any ideas, suggestions, recommendations, enhancements, improvements, or other feedback (collectively "Feedback") to SpoonX, then you hereby assign all rights, title, and interests, including all copyright, patent, trade dress rights and other Intellectual Property Rights, in and to such Feedback to SpoonX.
       2. SpoonX shall have the right to use and disclose any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in such Feedback in any manner and for any purpose in SpoonX’s discretion without remuneration, compensation or attribution to you, provided that the foregoing shall not create or imply any obligation on the part of SpoonX to use such Feedback.
       3. Further, by posting comments or reviews to the Platform, you agree to grant SpoonX the right to use the submitted name, referable to said review, comment or other content. You shall not use a false email address, act as a person who is not yourself or otherwise deceive or misinform SpoonX or third parties about the source of any submissions.
       4. You acknowledge that SpoonX is under no obligation to publish any material submitted by you and may edit or remove any previously submitted materials from the Platform at any time.

12. 12. TERM AND TERMINATION

    1. This Agreement shall commence on the date when you accepted this Agreement (as described in the preamble above) and remain in full force and effect while you access or use the Platform and Services, unless terminated earlier in accordance with this Agreement (the "Term"). For the avoidance of doubt, you hereby acknowledge and agree that the Agreement commenced on the earlier of (a) the date you first accessed the Platform or Services, or (b) the date you accepted the Agreement.
    2. This Agreement shall automatically terminate upon:
       1. any breach by you of any of the provisions of this Agreement;
       2. the discontinuation of the Platform and/or the Services by SpoonX;
       3. where applicable, your failure to pay any amounts due to SpoonX under this Agreement; or
       4. SpoonX being required to terminate this Agreement to comply with its obligations under applicable Laws or the order or requirement of a court or other Governmental Authority.
    3. Upon any termination of this Agreement:
       1. all rights and licenses granted to you shall cease, and you shall immediately discontinue use of the Platform and Services;
       2. your access to the Platform and Services may be barred;
       3. your Account and related information, files and content associated with or inside your Account (or any part thereof), including your User Data, may be deleted from SpoonX’s database at SpoonX’s discretion. You acknowledge and agree that SpoonX will not have any liability whatsoever to you for deletion of your Account or your User Data; and
       4. where applicable, you shall promptly pay all amounts due to SpoonX as of the effective date of termination.
    4. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after the termination of this Agreement shall remain in full force and effect, including without limitation to Clause 1 (Definitions), 3 (User Obligations and Restrictions), 10 (Disclaimers, Limitations of Liability and Indemnity), 11 (Intellectual Property), 12 (Term and Termination), 13 (Governing Law and Dispute Resolution) and 14 (General Provisions).

13. 13. GOVERNING LAW AND DISPUTE RESOLUTION

    1. This Agreement shall be governed by and construed under the Laws of the Republic of Singapore.
    2. Any dispute arising out of or in connection with or in relation to this Agreement, including any question regarding the existence, validity or termination of this Agreement shall be referred to and finally resolved by arbitration in Singapore.
    3. Such arbitration shall be conducted in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC") for the time being in force ( "Rules"), which Rules are deemed to be incorporated by reference into this Clause 13.3 except as such Rules conflict with the provisions of this Clause 13 , in which event the provisions of this Clause 13 shall prevail.
    4. Any arbitration commenced pursuant to this Clause 13 shall be conducted by one arbitrator nominated by the President of the Court of Arbitration of the SIAC. The language to be used shall be English and all written documents provided in any such arbitration shall be in English.
    5. Any arbitration award made pursuant to any arbitration commenced pursuant to this Clause 13 may be enforced by the relevant party against assets of the other party wherever those assets are located or may be found, and a judgment upon any such arbitration award may be entered into by any court of competent jurisdiction thereof and for this purpose, we and you expressly submit to the jurisdiction of any such court.

14. 14. GENERAL PROVISIONS

    1. No Third-Party Beneficiaries. No third party who is not a party to this Agreement (whether or not such person shall be named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to, or identified, in this Agreement) shall have any rights to enforce or rely upon any of the provisions of this Agreement.
    2. Partnership. Neither you nor we shall, by virtue of this Agreement, be deemed to be a partner or agent of each other, nor shall anything contained herein be construed as creating a partnership, joint association or trust, it is agreed that each party will be responsible only for its obligations under this Agreement, and neither party shall be authorised to represent or bind the other to any other person.
    3. Notices. Where SpoonX requires that you provide an e-mail address, you are responsible for providing SpoonX with your most current e-mail address. In the event that the last e-mail address you provided to SpoonX is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, SpoonX’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. All notices or other communications given to you will be deemed received by you on (a) if sent via any print or electronic media that we select, the date of publication or broadcast, (b) if sent by post, or left at your last known address, the day after such posting or on the day it was left at your last known address, or (c) if sent by email, the time at which the email was sent by us. You may only send us notices in writing to our designated address or email address. We shall be considered as having received such notice only upon receipt. Though we endeavour to respond to customer notices as swiftly as we are able, we cannot promise to always answer with consistent speed. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications which we provide to you electronically satisfy any legal requirement that such communications be in writing. You further waive any rights under any legal requirement in any jurisdiction which requires an original (non-electronic) signature or delivery or retention of non-electronic records.
    4. No Contra Proferentum Rule. You acknowledge and agree that prior to accessing or using the Platform and Services, you have had the opportunity to seek, or have sought the advice of independent legal counsel, and have read and understood all of the terms and conditions of this Agreement and its legal effect. This Agreement shall not be construed against SpoonX because SpoonX drafted its provisions, and any rule of construction that a document shall be construed against the drafting party shall not apply to this Agreement.
    5. No Waiver. No failure on our part to exercise, and no delay on our part in exercising, any right or remedy under this Agreement, will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy.
    6. Cumulative rights and remedies. Unless otherwise provided under this Agreement, the provisions of this Agreement and our rights and remedies under this Agreement are cumulative and are without prejudice and in addition to any rights or remedies we may have at law or in equity, and no exercise by us of any one right or remedy under this Agreement, or at law or in equity, shall (save to the extent, if any, expressly provided for in this Agreement or at law or in equity) operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity.
    7. Assignment.
       1. This Agreement shall be binding upon and inure to our and your benefit, and any of our and your successors and permitted assigns. You may not assign or transfer any of your rights, benefits or obligations under this Agreement without our prior written consent. No assignment shall relieve or discharge you of any of your obligations or liabilities hereunder, notwithstanding any voluntary assumption by the assignee of such obligations and liabilities.
       2. We shall be entitled, in our discretion, to delegate or subcontract the performance of any of our functions in connection with the Platform, Services and our performance of our obligations under this Agreement, and reserve the right to use any service provider, subcontractor and/or agent on such terms as we deem appropriate.
    8. Severability. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of this Agreement will be amended to achieve as nearly as possible the intent of the parties, and the remainder of this Agreement will remain in full force and effect.
    9. Language. This Agreement is made in the English language only, and any translation of these terms and conditions in another language shall not be binding upon the parties.