Universal Terms of Use Agreement of View2Offer.com & View2Offer Products
Updated: May-7-2008
This Universal Terms of Use Agreement (the "Agreement") set forth the terms and conditions applicable to your use of the View2Offer website currently located at http://www.view2offer.com (the "Site") and the use and/or purchase of software and services (the "View2Offer Products"). This Agreement explains View2Offer.com's obligations to you as the User of the Site (the "User") and your obligations to VIEW2OFFER.COM PTE LTD and its related entities, affiliates and subsidiaries (individually and collectively, the "View2Offer") in relation to the use of the Site and/or purchase of View2Offer Products.
This Agreement as well as any additional View2Offer policies, together with all modifications thereto, constitute the complete and exclusive agreement between you and View2Offer concerning your use and/or purchase of View2Offer Products will supersede and govern all prior proposals, agreements, or other communications. All View2Offer policies and agreements specific to particular View2Offer Products are incorporated herein and made part of this Agreement by reference. By using and/or purchasing View2Offer Products, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which View2Offer may establish from time to time, and any agreements that you are currently bound by or will be bound by in the future.
In addition to transactions entered into by you or on your behalf, you also agree to be bound by the terms of this Agreement for transactions entered into by you or on your behalf by anyone acting as your Agent, and transactions entered into by anyone who uses your Account you have signed up with View2Offer, whether or not the transactions were in your behalf.
This Agreement comprises of:
| Section A: the General User Terms & Conditions (the "General User Conditions"), |
| Section B: the Registered User Terms & Conditions (the "Registered User Conditions"), and |
| Section C :the use and/or purchase of View2Offer Products (also the "View2Offer Products Specific Agreements") |
The General User Conditions in Section A and the Registered User Conditions in Section B apply to all Users of View2Offer. The View2Offer Products Specific Agreements incorporated in Section C apply to Users who use and/ or purchase the View2Offer Products which hereby also incorporated by reference to Section A and Section B.
SECTION A: GENERAL USER CONDITIONS
By accessing this Site and using and/or purchasing the View2Offer Products, you hereby agree to be legally bound by these General User Conditions. If you do not accept these General User Conditions, please leave the Site and discontinue use and/or purchase the View2Offer Products immediately.
| 1 |
Agreement. |
| 1.1 |
| You hereby represent and warrant that: |
| A. |
you have read and agree to these terms and conditions and our Privacy Policy; |
| B. |
you are at least 21 years old and have the necessary legal capacity, right, power and authority to agree to these terms and conditions or if you are below 21 years, you have obtained the consent of your parent/ legal guardian to access this Site and use and/or purchase the View2Offer Products. |
| C. |
you are authorized to bind the entity (yourself or your organization) on whose behalf you are accessing this Site or using and/or purchasing the View2Offer Products and such entity agrees to be legally bound by these terms and conditions set forth in this Agreement as a User. |
| D. |
all of the information provided by you to this Site (including without limitation personal particulars and contact information) is accurate and complete. |
|
| 1.2 |
View2Offer reserves the right to change, modify, suspend or discontinue the whole or any portion of the View2Offer Products or Site at any time. View2Offer may also impose limits on certain features or restrict your access to parts or the entire View2Offer Products or Site without notice or liability. |
| 1.3 |
View2Offer may from time to time vary or amend these General User Conditions by posting the amended General User Conditions at this Site. Any use and/or purchase of the View2Offer Products after the amendment of these General User Conditions will be deemed to be acceptance of the amended General User Conditions by you. If you do not agree to the amended General User Conditions, please close your Account and/or cease using and/or purchasing the View2Offer Products or Site. |
| 1.4 |
If you have purchased View2Offer Products from View2Offer, the terms & conditions of this Agreement shall continue in full force and effect as long as you take advantage of and use the View2Offer Products or Site. In the event you terminate your usage, View2Offer will not refund any amounts you have paid. You agree that View2Offer shall not be bound by any representations made by third parties who you may use to purchase View2Offer Products from View2Offer, and that any statement of a general nature, which may be posted on this Site or contained in View2Offer's promotional materials, will not bind View2Offer. |
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| 2 |
Definitions. |
| 2.1 |
"Account" means a View2Offer Account which a User has signed up with this Site. |
| 2.2 |
"Agreement" means the agreement formed by these General User Conditions, the Registered User Conditions and the use and/or purchase of View2Offer Products and this Site. |
| 2.3 |
"Computer" means your personal computer, notebook computer, personal digital assistant, mobile phone or other electronic device used to access this Site and the View2Offer Products. |
| 2.4 |
"Content" means materials, information, news, advertisements, listings, data, input, text, songs, audio, video, pictures, graphics, software, blogs, webcasts, podcasts, broadcasts, messages, software, comments, suggestions, ideas and other content. |
| 2.5 |
"Link Sites" is defined in Clause 8.1. |
| 2.6 |
"Registered User" means a User who has signed up a View2Offer Account. |
| 2.7 |
"Registered User Conditions" means the terms and conditions applicable to Registered User accessible this Site and the View2Offer Products. |
| 2.8 |
"Servers" means the computer software, systems and servers hosting, operating, managing, providing or contributing to this Site and the View2Offer Products. |
| 2.9 |
"Site" means the View2Offer website currently located at http://www.view2offer.com |
| 2.10 |
"Third Party Content" means products and services of third parties advertised on or available at the Site or websites linked from the Site. |
| 2.11 |
"User Content" means all Content on this Site or in the View2Offer Products which is created, transmitted, posted or uploaded by a user of the Site. |
| 2.12 |
"View2Offer Content" means all Content of View2Offer that is made available on or via this Site. |
| 2.13 |
"View2Offer Products" means the software and services offered by View2Offer defined in Clause 3.2. |
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| 3 |
Site and View2Offer Products. |
| 3.1 |
The Site is owned and maintained by View2Offer. |
| 3.2 |
| View2Offer may offer the following View2Offer Products on or through the Site: |
| A. |
access to a collection of information, data, text, listings, graphics, images, videos, audio files, podcasts, webcasts and other types of works; |
| B. |
search engines or tools; |
| C. |
a platform to create, upload and publicly make available personalized content; |
| D. |
an advertising and branding platform; |
| E. |
message boards, forums, blogs, communication tools; |
| F. |
email alerts; and |
| G. |
any other features, content or applications that View2Offer may offer at the Site from time to time in its sole discretion. |
| H. |
domain names |
| I. |
email hosting |
| J. |
web hosting |
| K. |
website creation |
| L. |
other View2Offer Products |
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| 3.3 |
You acknowledge and agree that to access, use and/or purchase certain View2Offer Products, you will be required to register as a Registered User and additionally shall be bound to strictly comply with the Registered User Conditions and View2Offer Products Specific Agreements in addition to these General User Conditions. |
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| 4 |
General User's Obligations. |
| 4.1 |
| You shall not reproduce, modify, translate, publish, display, distribute, sell, trade or exploit for any commercial or other purposes, any portion of, or any access to: |
| A. |
any View2Offer Products; |
| B. |
the Site; or |
| C. |
any View2Offer Content except with the prior written consent of View2Offer; or |
| D. |
any User Content except with the prior written consent of View2Offer and the owner of the specific User Content, unless you are the sole owner of the specific User Content. |
|
| 4.2 |
Notwithstanding Clause 4.1, you may reproduce the View2Offer Content for purposes of non-commercial usage provided that such use constitutes fair dealing under the Singapore Copyright Act (Cap. 63). |
| 4.3 |
Without prejudice to the generality of Clause 4.1, you agree not to reproduce, display or otherwise provide access to the View2Offer Products, View2Offer Content, or User Content on another website or server, for example through framing, mirroring, linking or any other technological means (including any technology available in the future), without the prior written permission of View2Offer. |
| 4.4 |
| You also hereby undertake: |
| A. |
to comply with these General User Conditions, and such other notices or guidelines that may be posted on the Site by View2Offer from time to time (which are hereby incorporated by reference into these General User Conditions); |
| B. |
not to use and/or purchase any View2Offer Products or View2Offer Content for any unlawful purpose, and shall comply with all applicable laws and regulations, including without limitation, copyright law; |
| C. |
not to hack into, interfere with, or disrupt the Site, View2Offer Products or Servers; and |
| D. |
not to use the Account of another Registered User at any time, whether with or without his/her permission. |
|
| 4.5 |
| You acknowledge that the Site and View2Offer Products are used by a community of Users, and you hereby agree and undertake: |
| A. |
to treat all Users with respect and civility; |
| B. |
not to annoy, pester, solicit, harass, threaten, offend, insult, abuse, defame, or injure any other Users, or commit any unlawful or tortuous acts against other Users; |
| C. |
not to spam, mail bomb, send viruses, worms or other damaging material to other Users, or act in any manner that adversely affects the use and/or purchase of the View2Offer Products by other Users; |
| D. |
not to harvest or otherwise collect information about Users, including email addresses, without View2Offer's prior written consent. |
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| 4.6 |
Any infringing, fraudulent, abusive, or otherwise illegal activity shall be grounds for termination of your use of the Site and View2Offer Products and/or your Account, at View2Offer's sole discretion, and you may be reported to appropriate law-enforcement agencies. |
| 4.7 |
Without prejudice to View2Offer's rights of termination of Account under Clause 20, View2Offer reserves the right to terminate your Account and/or your access to all or any part of the Site or View2Offer Products if you are in breach of any of these General User Conditions or if View2Offer believes that you have been using and/or purchasing any of the View2Offer Products for unlawful activity. |
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| 5 |
Privacy Policy. |
| 5.1 |
We urge that you read View2Offer's Privacy Policy which governs the protection and use of each User's information in View2Offer's possession. Each User hereby accepts the privacy policy and any updates and amendments thereto. Each User acknowledges that View2Offer may change the privacy policy from time to time provided that View2Offer shall make available the updated version of the privacy policy on the Site at all times. Your continuation of use of the Site shall be deemed to be your acceptance of the privacy policy which is then displayed on the Site at the time of such use. |
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| 6 |
Use of View2Offer Content. |
| 6.1 |
All View2Offer Content are the copyrighted work of View2Offer or its content or software providers, and View2Offer reserves and retains all rights in the View2Offer Content. Use of some View2Offer Content may be governed by the terms of an accompanying end User license agreement. You will not be able to download or install any View2Offer Content that is accompanied by or includes an end User license agreement unless you agree to the terms of such end User license agreement. If you do not agree to such terms, you will not be able to use the View2Offer Content. |
| 6.2 |
You may not decompile, reverse engineer or otherwise attempt to discover the source code of any View2Offer Content available on the Site or through a View2Offer Product except under the specific circumstances expressly permitted by law. |
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| 7 |
Disclaimers & Limitations. |
| 7.1 |
While we make every effort to ensure that all View2Offer Content displayed on the Site is accurate and complete, we provide the View2Offer Content for informative purposes only and on an 'as is', 'as available' basis only and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, View2Offer disclaims all warranties, express or implied, including, but not limited to, implied warranties of satisfactory quality, merchantability or fitness for a particular purpose, compliance with description, or the warranty of non-infringement. Without limiting the foregoing, View2Offer does not warrant that the functions contained in or access to the Site, View2Offer Products, View2Offer Content or other content will be timely, uninterrupted or error-free or without omission, that defects will be corrected, or that the Site, View2Offer Products, View2Offer Content or the Servers are free of viruses or other harmful components, or that the download, installation or use of any View2Offer Content in or with any Computer will not affect the functionality or performance of the Computer. View2Offer does not warrant or make any representations regarding the use or the results of the use of the View2Offer Content, the View2Offer Products, the Site or the Servers in terms of their correctness, accuracy, completeness, reliability, or otherwise. You (and not View2Offer) assume the entire cost of all necessary servicing, repair, or correction, including any defect, problem or damage in any Computer. You agree not to hold View2Offer liable for the loss of any of your User Content that is due to any circumstances beyond the reasonable control of View2Offer. |
| 7.2 |
The data and information made available on the Site are of a general nature and do not purport, and shall not in any way be deemed, to constitute an offer or provision of any professional or expert advice. You should at all times consult a qualified expert or professional adviser to obtain advice and independent verification of the information and data contained herein before making any decision. |
| 7.3 |
You acknowledge that it is not View2Offer's policy to exercise editorial control over, and to review, edit or amend any data, information, materials or contents of any User Content, posting, email or any information that may be inserted or made available on the Site by other Users of the View2Offer Products and that View2Offer does not endorse and shall not be responsible for any such content. |
| 7.4 |
You acknowledge and agree that View2Offer does not endorse or recommend, is not an agent, reseller or distributor of, and has no control over Third Party Content, and View2Offer hereby expressly disclaims all liabilities and responsibilities arising in relation to any Third Party Content. |
| 7.5 |
You agree that all statements, offers, information, opinions, materials, User Content, and Third Party Content, from other Users and from advertisers and other third parties on this Site should be used, accepted and relied upon only with care and discretion and at your own risk, and View2Offer shall not be responsible for any loss, damage or liability incurred by you arising from such use or reliance. |
| 7.6 |
You also acknowledge and agree that some View2Offer Products may enable other Users to upload User Content to the Site, and that some of these may be offensive, annoying, unlawful, in breach of these General User Conditions, contain viruses or cause you damage. While we will remove any such User Content brought to our notice, you acknowledge and agree that we cannot be responsible or liable for any User Content, and you agree to exercise access and use User Content only at your own risk and with care and discretion. |
| 7.7 |
| You agree that: |
| A. |
View2Offer shall be entitled at any time, at its sole discretion and without prior notice, to add to, vary, terminate, withdraw or suspend the operation of the whole or any part or feature of the Site or View2Offer Products without assigning any reason; and |
| B. |
access to or the operation of the Site, Servers and/or the View2Offer Products may from time to time be interrupted or encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors, and in any such event, View2Offer shall not be liable for any loss, liability or damage which may be incurred as a result. |
|
| 7.8 |
Some of the View2Offer Content displayed on this Site is provided or posted by third parties ("Third Party Content"). View2Offer is not the author of Third Party Content, whether contributed by anonymous Users or paid content providers. Neither View2Offer nor any of our affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of our display of the Third Party Content on the Site. Any Third Party Content is the sole responsibility of the party who provided the content. In no event shall View2Offer be liable to you for any damages, losses, expenses, liabilities under any causes of action (whether in contract or tort including, but not limited to negligence, or otherwise) caused through the use of, or the inability to use, the View2Offer Content, User Content, View2Offer Products, Third Party Products, any Computers, the Site, or any other website. In addition, View2Offer is not responsible for the conduct of any user's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such user's conduct. |
| 7.9 |
Under no circumstances, including, but not limited to, negligence, shall View2Offer be liable for any indirect, special, consequential, or incidental damages that result from the use of, or the inability to use, the View2Offer Content, View2Offer Products, Site, or any other website, even if View2Offer or a View2Offer authorized representative has been advised of the possibility of such damages. |
| 7.10 |
You agree that the above exclusions and limitations of liability enable the View2Offer Products and the View2Offer Content to be provided by View2Offer at either reasonable costs or no costs to you. |
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| 9 |
Intellectual Property. |
| 9.1 |
The copyright, patents and all intellectual property rights in the View2Offer Products, the Site, and all View2Offer Content, including without limitation the copyright in the compilation of all User Content, shall vest in and remain with View2Offer. |
| 9.2 |
The trademarks, logos and service marks ("Marks") displayed on this Site are the property of View2Offer or other third parties, and all rights to the Marks are expressly reserved by View2Offer or relevant third parties. You are not permitted to use the Marks without the prior written consent of View2Offer or such third party. Without limiting the generality of the above, "View2Offer", "View2Offer.com" and "View2Offer.com logo" are trademarks of VIEW2OFFER.COM PTE LTD. |
| 9.3 |
If you have any questions or require further assistance, please do not hesitate to Contact Support & Sales. |
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| 10 |
Notification of Infringement. |
| 10.1 |
View2Offer will investigate notices of copyright, trademark and other intellectual property infringement ("Infringement") in respect of View2Offer Content, User Content and other material on the Site ("Infringing Material") and take appropriate action. If you believe that your work has been used or copied in a way that constitutes Infringement and such Infringement is occurring on this Site, please notify View2Offer in writing immediately in the form and containing the information prescribed by the Singapore Copyright Act (Cap. 63) ("Infringement Notice"). |
| 10.2 |
All Infringement Notices shall be sent to View2Offer addressed as follows: |
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| 11 |
Jurisdictional Issues. |
| 11.1 |
This Site is owned and operated by View2Offer. View2Offer makes no representation that the Contents of the Site are appropriate or available for use in your location. Those who choose to access this Site from any location do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. |
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| 12 |
Indemnification. |
| 12.1 |
You agree to defend, indemnify and hold View2Offer and its contractors, agents, employees, officers, directors, shareholders, and affiliates harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to your (including your agents affiliates, or anyone using your Account, View2Offer Products with View2Offer whether or not on your behalf, and whether or not with your permission) use of the Site or any View2Offer Products you have purchased from View2Offer or your breach of any terms and conditions of these General User Conditions, Agreement or incorporated agreements and policies. In addition, you agree to indemnify and hold View2Offer harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by you, or any allegation that your Account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of you elsewhere. Should View2Offer be notified of a pending law suit, or receive notice of the filing of a law suit, View2Offer may seek a written confirmation from you concerning your obligation to indemnify View2Offer. Your failure to provide such a confirmation may be considered a breach of this Agreement. You agree that View2Offer shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify View2Offer of any such claim promptly in writing and to allow View2Offer to control the proceedings. |
| 12.2 |
You agree to cooperate fully with View2Offer during such proceedings. You agree you will not be entitled to a refund of any fees paid to View2Offer if, for any reason, View2Offer takes corrective action with respect to your improper or illegal use of its View2Offer Products. You also agree that if View2Offer is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a Traffic Facts Account of yours with View2Offer, that View2Offer, in its sole discretion, may take whatever action View2Offer deems necessary regarding further modification, assignment of and/or control of your Account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled. |
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| 13 |
Severability |
| 13.1 |
You agree that the terms & conditions of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect. |
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| 14 |
Relationship of Parties. |
| 14.1 |
Nothing in these General User Conditions shall constitute or be deemed to constitute an agency, partnership or joint venture between View2Offer and you and neither party shall have any authority to bind the other in any way. |
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| 15 |
Waiver. |
| 15.1 |
A failure by View2Offer to exercise or enforce any rights conferred upon it by these General User Conditions shall not be deemed to be a waiver or variation of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times. |
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| 16 |
Rights of Third Parties. |
| 16.1 |
Except as provided for in Clause 12, a person or entity who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. |
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| 17 |
Force Majeure. |
| 17.1 |
No party shall be liable for any failure to perform its obligations under this Agreement if the failure results from a Force Majeure Event (defined below), provided always that whenever possible, the affected party will resume that obligation as soon as the Force Majeure Event occasioning the failure ceases or abates. |
| 17.2 |
For purposes of this Agreement, a "Force Majeure Event" is an event which is a circumstance or event beyond the reasonable control of a party which affects the general public in that party's country or in the territory, and which results in the party being unable to observe or perform on time an obligation under this Agreement. Such circumstance or event shall include industrial action or labour disputes, civil unrest, war or threat of war, criminal or terrorist acts, government action or regulation, telecommunication or utility failures, power outages, fire, explosion, natural physical disasters, epidemic, quarantine restrictions, and general failure of public transport. |
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| 18 |
Governing Law & Jurisdiction. |
| 18.1 |
These General User Conditions and all matters relating to your access to, or use of, this Site and the View2Offer Products shall be governed by and construed in accordance with the laws of Singapore, without giving effect to any principles of conflicts of law. |
| 18.2 |
You hereby submit to the jurisdiction of the Singapore courts. |
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