Terms And Conditions

Customer Terms of Use & Sale
Last updated on 14 August 2019.

AIM Systems Pte Ltd (“V-MORE” or “we” or “us” or “our”) operates online e-commerce goods and services websites known as the “V-MORE Web Portal” and other similar name (collectively referred to as the “V-MORE Portal”) we will collect merchants to list goods and services for sale to you directly. We function as an aggregator, which means we will attempt to curate goods and services so you (“Customer”) are able to enjoy a one-stop shop shopping experience and enjoy the promotions that such merchants will run from time to time. We may from time to time add website features and other services (“V-MORE Services” or “our Services”) to you.  

 

This Customer Terms of Use & Sale, the Customer Agreement and all rules and policies posted on our sites set out the terms (the “Terms”) on which V-MORE offers you the V-MORE Services. You agree to the Terms when you register as a user on any V-MORE Portal and you agree to comply with all of the below when accessing or using V-MORE Services.

 

Please read these Terms carefully before using V-MORE Services. By using V-MORE Services, you signify your agreement to be bound by the Terms. 

 

V-MORE Portal 

Terms of Use

Terms of Sale

 

V-MORE Portal 

The V-MORE Portal is an internet platform where you may view or place orders to purchase or redeem goods and services (“Products”) listed on the V-MORE Portal.

 

Terms of Use

These Terms of Use apply when you use the V-MORE Portal. 

 

1.    Our Role

We provide our V-MORE Portal which lists Products that either third parties (“Merchants”) or V-MORE ourselves are offering to sell. You may purchase or redeem such Products and in doing so you agree that the purchase will be subject to the Termsof Sale herein.

 

2.     Acceptable Use and Privacy

The safety of our Customers is important to us and we have in place a set of rules to ensure your protection. 

 

Our Data Protection Rulesexplain how V-MORE collects personal data, how personal data in our possession is treated, your obligations to us when you transact with us and what you agree to consent to when you transact with us. The data protection laws that we comply with includes the Singapore Personal Data Protection Act and the applicable subsidiary legislations, rules, regulations, guidelines, policies and any other directions. Any personal data collected by us may be used in accordance with the data protection laws applicable to V-MORE. 

 

Our Acceptable Use Rulesgovern your use of the V-MORE Portal and our Services. We want to let you know that it is a breach of our Acceptable Use Rulesif you:

 

·      use the V-MORE Portal to accept, transmit or distribute unsolicited bulk data or otherwise send, or facilitate the sending of unsolicited commercial email and mail bombs to any person or system in a way that could be expected to adversely impact our network or facilities, or may potentially encroach on a third party’s intellectual property rights or any rights of publicity or privacy;

 

·      attempt to connect to any third-party systems without prior permission or arrangement or use our Services or V-MORE Portal in a manner which is intended to abuse or to violate the property rights of others; or

 

·      use our Services or V-MORE Portal to conduct any other activities, which in V-MORE’s view are detrimental to its Customers, Merchants and/or its own operations.

 

The above are some examples of unacceptable conduct while using our Services and the V-MORE Portal. 

 

Please review our Acceptable Use Rulesand Data Protection Rulesto ensure that you do not breach our rules and do immediately notify us of any unauthorised access or attempted breach of security. If you do not agree with any of the abovementioned rules, you must immediately cease use of the V-MORE Portal. 

 

3.     Communications and Other Content

When you use our Services, you may communicate with us and with other Customers or Merchants using the V-MORE Portal. In doing so you consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communication be in writing. We reserve the right to remove or edit the content of such communications.

 

4.     Confidentiality

Where we have disclosed any confidential information to you, you are responsible for keeping such information confidential unless with our prior written consent or in situations where disclosure is required by law, regulation, order of court or governmental body. 

 

Where you have disclosed any confidential information to us, you grant V-MORE a non-exclusive, perpetual, irrevocable, royalty free worldwide licence to use such confidential information provided that Customer personal data will be used only in accordance with our Data Protection Rules.

 

5.    Intellectual Property

All content included in or made available through any V-MORE Services, such as text, graphics, logos, images, digital downloads, and data compilations is the property of V-MORE or its licensors. You may not in any way tamper with, reverse engineer or otherwise copy, adapt, lease, lend, distribute, sell, sublicense, or otherwise transfer any the of the V-MORE Portal software or its functionality, all the Intellectual Property rights to which belong to V-MORE or its licensors. You may not copy, sublicense, distribute sell, or publish any of the content of the V-MORE Portal. You may not interfere or attempt to interfere with the proper operation of the V-MORE Portal or the Services. You may not grant or allow access to the V-MORE Portal or Our Services to any person.

 

To protect our and our partners’ intellectual property, Customers shall co-operate fully with investigations of violations of systems or security networks or security at other sites and with law enforcement authorities in the investigation of possible criminal violations. If you violate any systems and/or network security, note that you may also incur other criminal or civil liability.

 

6.    Our liability 

We will do our utmost to ensure that availability of V-MORE Services will be uninterrupted and that transactions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Also, your access to V-MORE Services may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. You agree that you are making use of V-MORE Services at your own risk, and that they are being provided to you on an "as is" and "as available" basis.

 

V-MORE will not be responsible for losses that were not caused by any breach on our part, any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure), any indirect losses that were not foreseeable to both you and us when you commenced using V-MORE Services, or any losses resulting directly or indirectly including but not limited to: 

 

(a)    Customer’s use of or Customer’s inability to use the Services; 

(b)    Information such as (pricing, shipping, or other guidance) provided to the Customer;

(c)    delays or disruptions in the Services; 

(d)    viruses or other malicious software obtained by accessing or linking to the Services; 

(e)    glitches, bugs, errors or inaccuracies of any kind in the Services; 

(f)     damage to Customer’s hardware device from the use of any of the Services; 

(g)    the content, actions, or inactions of third parties, including items listed using the Services or the destruction of allegedly fake items; 

(h)    a suspension or other action taken with respect to Customer’s account or breach of the Terms; 

(i)     Customer’s need to modify practices, content or behaviour as a result of changes to the Terms; 

(j)     performance or lack thereof by Customer subsequent to any order made by Customer on the V-MORE Portal; 

(k)    delivery of Products; or 

(l)     any non-suitability, non-fitness for purpose or non-conformity with description (“Non-Suitability”) or apparent Non-Suitability of any Product.

 

For purposes of the above, V-MORE acknowledges that V-MORE’s right to disclaim, limit or restrict Customer’s liability may be prohibited by applicable laws including without limitation to that set out in the Singapore Unfair Contract Terms Act (Cap. 396).

 

7.    Alteration to Service or Amendments to the Terms of Use

We reserve the right to make changes to any V-MORE Services, rules, policies, terms and conditions including these Terms of Use (including without limitation to the Terms of Sale, Data Protection Rules, Acceptable Use Rules, Customer Agreement), at any time by giving you notice. You will be subject to the terms and conditions, rules, policies and Terms of Use in force at the time that you use the V-MORE Services.

 

The changes shall take effect on the date specified in the notice. The obligation to give you prior notice does not apply if additions and/or variations are required in an emergency or where it is not practicable to give such notice. Further, we may make amendments for administrative or clarification purposes and include additional terms and conditions governing new Products without giving you any notice. 

 

The prior notice may be given to you by exhibiting such notice of the amendments or making available a set of the revised Terms of Use and/or any other terms, conditions, rules or regulations on our website, or via publication through any media, by post to the address provided to us, or by email to the email address provided to us. Upon such exhibition or publication, you are considered to have been notified of such amended terms. 

 

If you do not accept any addition and/or variation to such terms, you must immediately discontinue operating and close your account on the V-MORE Portal (the “Account”). If you continue to operate the Account after such notification, you are deemed to have agreed to the addition and/or variation without reservation. 

 

If there is any inconsistency between the English version and the Chinese or other versions of the Terms of Use and/or any other terms, conditions, rules or regulations (if any), the English version will prevail.  

 

8.    Waiver

If you breach these Terms of Use and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms of Use. 

 

9.     Non-Disparagements

       (a)   You represent and agree that you will not at any time during your use of the V-MORE Services, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or Internet bulletin boards, blogs, social media, such as Facebook, LinkedIn, or Twitter, or any other form of communication, disparage, defame, impugn, damage or assail the reputation, or cause or tend to cause the recipient of a communication to question the business condition, integrity, competence, good character, professionalism, or product quality of V-MORE or its stockholders, directors, officers, employees, services or business practices, as applicable, whether by virtue of the Terms or any of the details covered by the Terms, except as follows: your counsel, immediate family, or spouse, when such disclosure is required by a subpoena issued by a court of competent jurisdiction, and except as required by law or order of court. Nothing in this provision shall be read to prohibit regular and commercially reasonable acceptable competitive business speech by you.

 

        (b) You acknowledge that a breach of Paragraph 9(a) above will cause V-MORE to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by us of actual damages because we cannot know in advance the impact of a breach on V-MORE’s reputation or business, nor can we readily ascertain what costs V-MORE will incur as a result. Accordingly, if you breach any of Paragraph 9(a), you shall pay V-MORE USD 5,000 or USD 1,000 per day that you remain in breach, which represents a fair, reasonable and appropriate estimate thereof. You agree that the agreed upon sum is not a penalty, but rather a reasonable measure of damages given the nature of the losses that may result from breach. 

 

        (c) You also acknowledge that damages alone may not be an adequate remedy for the breach of any of the Terms. Accordingly, without prejudice to such damages, any other rights and remedies V-MORE may have, you acknowledge and agree that V-MORE shall be entitled to the granting of equitable relief (including without limitation to injunctive relief) concerning any threatened or actual breach of any of the Terms.

 

10.  Indemnity

Notwithstanding the damages payable in Paragraph 9(b) above, and also in the event you breach any of the Terms of Use, you agree to indemnify V-MORE all costs, expenses, disbursements, expenditures, outlaws, overheads, outgoings, and any other amounts incurred by V-MORE (including attorney’s fees actually incurred) on a full indemnity basis promptly upon V-MORE’s request.

 

Terms of Sale

These Terms or Sale apply to any transactions via our V-MORE Portal relating to the sale and purchase of the Products listed on the V-MORE Portal, and to the purchase and/or grant of V-MORE Entitlements (defined below).

 

1.    Our Role 

Sale and purchase of Products via the V-MORE Portal. In the course of accessing the V-MORE Portal, you may place orders for Products listed in the catalogues and perform other transactions and, due to certain promotions that we carry out, you may even be redirected to third-party platforms to place orders. We may either facilitate sales directly to Merchants, or alternatively we may sell Products directly, meaning on our own account. 

 

In the case where we facilitate the direct sale of Products from Merchants, V-MORE (i) does not have possession of any Product listed or sold through the V-MORE Portal; and (ii) V-MORE is neither the buyer nor the seller of the listed Products. In such case, V-MORE is not involved in the actual transaction between Merchant and Customer, therefore accordingly, the contract formed at the completion of a sale for the listed Product(s) is solely and directly between Merchant and Customer. Consequently, and for the avoidance of doubt, should you need to request cancellation of your sale or a refund, such request must be made directly to the Merchant. We do not take responsibility for communicating to Merchant any request made by you to us.

 

In the alternate case where we sell Products directly to Customer on our own account, the contract formed at the completion of a sale for the listed Productis between us and the Customer. 

 

In either case above, we are not responsible for examining or evaluating, and we do not warrant the offerings of Products. 

 

Where we facilitate the direct sale of Products from Merchants, V-MORE does not assume any responsibility or liability for the actions, product, and content of all of these or any other third parties. We may share your information related to your order with the respective Merchant(s). You should carefully review their privacy statements and other conditions of use.

 

Promotions: Sale and grant of V-MORE Entitlements. In the course of accessing the V-MORE Portal, you may receive entitlements or sets of entitlements that will be described to you more particularly when they are offered to you (“V-MORE Entitlements”). These V-MORE Entitlements may be either offered to you for purchase, or granted to you free-of-charge. These V-MORE Entitlements may be packaged individually or in predetermined customized sets and may be described by us using various descriptors and names such as “points”, “tickets”, etc. These V-MORE Entitlements may be used in different ways including without limitation to redeeming Products via the V-MORE Portal or such other uses which will be determined by us and described to you. These V-MORE Entitlements are subject to an expiry period notified to you after which you will lose the V-MORE Entitlements even if you have not utilised them. You should be aware of the expiry date of your V-MORE Entitlements and whether they may be extended, and if so, under what terms and conditions.  

 

You acknowledge that V-MORE does not maintain any license issued pursuant to the Payment Systems (Oversight) Act and at the present moment does not intend to maintain licences pursuant to the upcoming Payment Services Act 2019. V-MORE intends to operate without such licensing unless required to do so.

 

2.  Pricing, Availability and Information relating to Products listed on the V-MORE Portal

We list available information for Products displayed on the V-MORE Portal. If the Product is unavailable, and you are ordered such Product for yourself, we will endeavour to inform you by e-mail as soon as possible, and you will not be charged for the Product.

 

Please note that unless otherwise stated, delivery estimates are just that. They are not guaranteed delivery times and should not be relied upon as such. 

 

Despite our best efforts, a number of the items in our catalogue may be mispriced. If we have made a mistake, please contact our support staff.

 

In the case where V-MORE is not the manufacturer or seller of the Products displayed on the V-MORE Portal, we will work to ensure that Product information on the V-MORE Portal is correct, but you accept that actual Product packaging and materials may contain more or different information to that displayed on our website. All information about the Products on the V-MORE Portal is provided for informational purposes only and are not intended to be binding. 

 

3.  Pricing, and Information relating to V-MORE Entitlements

We will provide appropriate information for V-MORE Entitlements as and when they are offered to you.

 

4.   Our liability 

You agree to waive the right to bring any claim against V-MORE or any Customer or Merchant arising (i) from the sale and purchase of Products listed on the V-MORE Portal; (ii) from the sale, purchase and grant of V-MORE Entitlements; and (iii) out of or in any way relating to these Terms of Sale, more than one (1) year after our Services are discontinued, expired, terminated or otherwise ceased, or one (1) year after the date of the occurrence of the event giving rise to the basis of a claim, whichever the earlier date. In the latter case, where an event is not an instantaneous event but occurs over a period of time, or if the basis of a claim arises from a series of events, then the one (1) year period shall be deemed to commence from the first day of such event, or the first day of the first event of such series, respectively.

 

V-MORE's total liability to Customers in the aggregate with respect to all claims arising from or related to the subject matter of theseTerms of Sale (including attorney’s fees) will not exceed the lowest of the three figures as follows: (i) the amount actually paid by Customer to V-MORE for the three (3) month period immediately preceding the month in which the first claim arose or the price of a product; (ii) the price of one unit of such Product (in the case where the claim arises in respect of the Customers’ purchase of a product); or (iii) USD 5,000. 

 

In the event you breach any of the Terms of Sale, you agree to indemnify V-MORE all costs, expenses, disbursements, expenditures, outlaws, overheads, outgoings, and any other amounts incurred by V-MORE on a full indemnity basis promptly upon V-MORE’s request.

 

5.  Customs

Some delivery may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for customs clearance must be borne by you as we have not control over those charges. Customs policies vary widely from country to country, so you should contact your local customs office for further information. 

 

Additionally, please note that when you submit orders to V-MORE, you are considered the importer of record and must comply with all laws and regulations of the country in which you are receiving the Products. Your privacy is important to us and we would like our international customers to be aware that cross-border deliveries are subject to opening and inspection by customs authorities.

 

6.  Right of Cancellation & Refund of Products listed on the V-MORE Portal

V-MORE may sell to you Products from third parties or on its own account. Where V-MORE sells to you Products from third parties, Customers will be subject to the respective Merchant’s cancellation and refund policies (if any and where applicable). Where V-MORE sells to you Products on its own account, you may request for (a) cancellation of your order of a particular Product within seven (7) days from the date you placed an order for the Product and / or (b) refund within seven (7) days from the date you receive the Product ordered via the V-MORE Portal (“Cancellation Deadline”). However, we reserve the right to accept or reject such requests made within the Cancellation Deadline at our sole and absolute discretion. Where applicable, refunds may be granted upon receipt of the Product in question in good condition. In any case, we reserve the right to accept or reject such requests made within the Cancellation Deadline at our sole and absolute discretion. Where applicable, refunds may be granted upon receipt of the Product in question in good condition.

 

We are not responsible for examining or evaluating, and we do not warrant the offerings or policies of, any of the Merchants. V-MORE does not assume any responsibility or liability for the actions, product, and content of all of these or any other third parties. You should carefully review their cancellation and refund policies.

 

You must inform us of your decision to cancel your order promptly through the V-MORE Platform. Then, you must send back the Products in strict compliance with the instructions we provide (if any) no later than the Cancellation Deadline. You will have to bear direct and indirect costs of returning these Products. You will be liable if the value of the Products returned diminishes due to the handling of the Products (except when it was necessary to establish the nature, characteristics and functioning of the Products).

 

For additional information on the scope, content and instructions for the exercise, please contact us.

 

For purposes of Products that are physically delivered, upon our acceptance of your request for cancellation and our receipt of all cancelled Products in the condition delivered to you within the Cancellation Deadline to our satisfaction, we will reimburse all payments received from you for the Products purchased and we may, at our sole and absolute discretion, also reimburse delivery charges for the least expensive type of delivery offered by us, no later than 7 days from the day on which we receive the above communication. Note that any V-MORE Entitlements already consumed is not eligible for return. Where refund is effected by us, it is preferable that we will use the same means of payment as you used for the initial transaction, unless you have initially expressly indicated otherwise. We may withhold reimbursement until we have received the Products back or you have supplied evidence of having sent back the Products. 

 

7.  Right of Cancellation & Refund of V-MORE Entitlements

When V-MORE Entitlements are granted to you free-of-charge, such V-MORE Entitlements can only be used in the manner described to you. 

 

When you purchase V-MORE Entitlements, these purchases include a sixty (60) day full refund option from the date of purchase of the Entitlements.

 

When you use V-MORE Entitlements, such use is irrevocable and may not be rescinded under any circumstances except at our sole and absolute discretion. 


In the event that we are made aware that the V-MORE Portal will be discontinued, V-MORE will endeavour to provide all Customers with a notice of such closure of at least one (1) month. In such event, Customers are therefore strongly encouraged to use up all V-MORE Entitlements before the V-MORE Portal is terminated.  

     

    DATA PROTECTION RULES (“RULES”)

    1.          INTRODUCTION

     

    1.1        These Rules may be updated from time to time without notification to you. You are required to re-visit this page every time you visit or use our website (“Website”), use any service provided by V-MORE, or transact in any other way with AIM System Pte Ltd (“V-MORE”, “we”, “us” or “our”, as the case may be) (the abovementioned acts referred to as “transacting with us”). You are required to fully comprehend these Rules in its entirety and before transacting with us. If you have any questions about this statement or your personal information that we may collect from you, please contact us at dpo@VMOREASIA.com and consult your legal counsel.

     

    1.2       Amongst other things, these Rulesexplain: (a) how V-MORE collects personal data; (b) how personal data in our possession is used, processed or otherwise treated; (c) your obligations to us when you transact with us; and (d) what you agree to consent to when you transact with us. 

     

    1.3        These Rules apply to you, a natural person, even though you may be acting on behalf of another. You expressly, irrevocably and unreservedly agree with the terms of these Rules. In these Rules, the term “personal data” refers to the personal data as defined by the various data protection laws applicable to V-MORE (the “Relevant Data Protection Laws”).

     

    1.4        We are regulated by the Relevant Data Protection Laws. This includes the Singapore Personal Data Protection Act and subsidiary legislations, rules, regulations, guidelines, policies and any other directions.

     

    1.5        In the event of any conflict between these Rulesand the terms of a contract you have with V-MORE, the relevant provision of that contract shall prevail to the extent of any inconsistency.

     

    1.6        You consent to the use of personal data being used in accordance with our provision of an internet platform (“V-MORE Portal”) to you. Under the V-MORE Portal, products are aggregated by a variety of Merchants (“Merchants”) and offered to potential buyers (“Customers”) under the terms and conditions applicable. We may offer or provide various services to Customers, Merchants and other entities as we may deem appropriate. 

     

    2.          WHAT PERSONAL INFORMATION DOES V-MORE COLLECT, AND HOW IS THAT INFORMATION THEN USED?

    2.1        The information we collect may include:

    (a)            any information and personal details you provide us with through forms on the Website, email, physical correspondence and forms, and via any other means, and may include information such as your name, address, telephone number, job title, credit card information and debit card information;

    (b)            your preferences and use of email and physical correspondence updates, as recorded by emails that we send you (if you elect to receive email updates on our products and offers); and

    (c)             the IP Address used by you in the course of you accessing the Website, the IP Address being a string of numbers unique to the device used by you when you request any page or component of the Website, that is recorded by our web server. This information may be used to monitor your usage of the Website.

     

    2.2        You consent that your personal data that we possess: 

    (a)            will be handled in accordance with Relevant Data Protection Laws, without limitation to: the sharing of such personal data with service entities that may or may not operate within Singapore or in any case within the legal jurisdiction of which such personal data is collected, and you expressly consent to the transfer of personal data to such service entities;

    (b)            may be used to deal with you, your employer, your business, your employer’s or businesses’ employees, officers, agents, consultants and other representatives (collectively referred to as the “Relevant Parties”); 

    (c)            may be used to make sales to and contracts with the Relevant Parties and providing after-sales service to the Relevant Parties;

    (d)            may be made available to current and potential users of the Website, in addition to information about the web pages on the Website that you have visited;

    (e)            may be used to send to youinformation on our products and services;

    (f)             may be forwarded to third parties for administrative purposes. We use third parties to carry out certain activities, such as processing and sorting data, monitoring how customers use the Website and issuing our emails. For these purposes your personal data may be transferred to a jurisdiction outside your residence or place of business. For example, your personal data may not be stored in Singapore and may not be processed within Singapore; and  

    (g)            may be used to enhance the website experience for other users of the Website.

     

    2.3        Any personal data collected by us may be used in accordance with the Relevant Data Protection Laws. 

     

    2.4        You must update, correct or delete your personal data as may be necessary such that the personal data that we maintain is accurate and complete. 

     

    3.          HOW DOES V-MORE PROTECT YOUR PERSONAL INFORMATION?

    We regard security with priority and will make reasonable security arrangements to prevent unauthorised access, collection, use, disclosure, copying, modification, or disposal to protect your personal data. 

     

    4.          COOKIES

    4.1       Your Internet browser has a feature called "cookies" which store small amounts of data on your device about your visit to the Website. You do not need to have cookies turned on to visit most of the Website. Therefore, if you have not supplied us with any personal information, you can still browse our Website anonymously.


    4.2        Cookies may be required to allow you to access and participate in certain areas of the Website. Like all cookies, you are able to remove or block particular cookies at any time.

     

    4.3       The majority of browsers will allow you to alter the settings used for cookies and to disable and enable them as you require. If you do not want cookies then please refer to the help menu on your browser for instructions on disabling them. For further general information on cookies and more detailed advice on how to disable and enable them please go to http://www.allaboutcookies.organd consult an IT consultant.

     

    4.         DEFINITIONS

             In these Rules, where the context so allows, words importing the singular shall include the plural and vice versa.

     

    5.         DATA PROTECTION OFFICER 

     

             Our Data Protection Officer may be contacted via email at dpo@VMOREASIA.com.


    ACCEPTABLE USE RULES (“AUR”)


    1.         This AUR is intended to protect V-MORE and the Internet community from the inappropriate use of Customer and Merchant’s use of the internet.

     

    2.         You shall not perform any of the following actions and also procure that its end users or any third party that uses its services (“Users” or “User”), shall not perform any of the following actions:

     

    (a)        Use the Services or V-MORE Portal to accept, transmit or distribute unsolicited bulk data (which includes, without limitation, e-mail, bulletin boards, newsgroups, software, files) or otherwise send, or facilitate the sending of unsolicited commercial email (“UCE”) and mail bombs to any person or system in a way that could be expected to adversely impact V-MORE's network or facilities, or may potentially encroach on a third party’s intellectual property rights or any rights of publicity or privacy; The only circumstances in which the Services may be used to send unsolicited data of an advertising or promotional nature is where the unsolicited data is sent to persons with whom the sender has a pre-existing business, professional or personal relationship or to persons who have previously indicated their consent to receive data from the sender from time to time, for example by ticking a box to that effect on the sender’s web site. Unless these requirements are met, Users must not send unsolicited bulk data through the Services. If these requirements are met, the User must also provide an unsubscribe function on their web site (and make this function known to recipients in the relevant data) which allows those recipients to be removed from that mailing list.

     

    (b)        Attempt to connect to any third party systems without prior permission or arrangement;

     

    (c)        Use the Services or V-MORE Portal in a manner which is intended to abuse or to violate the property rights of others, including, without limitation, activities which result in the distribution of viruses, worms, time bombs, Trojan horses, cancelbots, or other destructive activities like Denial of Services (“DOS”) attacks, or scanning or any form of probing / automated network status polls / information collection of a third party’s network / system without prior permission, intentional or otherwise;

     

    (d)        Use the Services or V-MORE Portal to conduct any other activities, which in V-MORE’s view are detrimental to its Users and/or its own operations.

     

    (e)        Use the Services or V-MORE Portal to:-

     

    (i)          send data, or cause data to be sent, that hides or obscures the source of the data, that contains invalid or forged headers or domain names or deceptive addressing; and

     

    (ii)         relay data from a third party’s mail server without permission or which employs similar techniques to hide or obscure the source of the data; and

     

    (f)         Violate or attempt to violate the security of the Services, including without limitation, attempting to interfere with, disrupt or disable services to any user, host or network, including but not limited to via means of overloading, “flooding”, “mail bombing” or “crashing”.

     

    3.         Users shall immediately notify V-MORE of any unauthorised access or attempted breach of security. 

     

    4.         Users are responsible for ensuring that its equipment are configured in a secure manner. Users should not, through action or inaction, allow others to use its network for illegal or inappropriate activities. 

     

    5.         V-MORE may, at its sole discretion remove or disable Users’ network connections, block network addresses, or suspend all Services to Users with or without prior notice to Users. Service suspension by V-MORE due to breach of this AUR shall not prejudice any of V-MORE’s rights under the Customer Agreement and Merchant Agreement. 

     

    6.         V-MORE shall not be liable for any loss, expense, costs or damages of any nature suffered by any User resulting in whole or in part from V-MORE's exercise of its rights under this AUR. By using the Services, Merchant agrees to waive and hold harmless V-MORE from any claims relating to any action taken by V-MORE under this AUR including conduct of investigation, issuing of warnings, refusal to post materials, removal of material, or suspension or termination of services, or other appropriate action. 

     

    7.        Users are required to protect the security of its internet accounts (ftp, email, etc.) and usage to ensure the security of V-MORE’s network and every such network object, including without limitation, routers, switches and workstations. Further, User is responsible for validating the integrity of the information and data it receives or transmits over the Internet and reporting any weaknesses in V-MORE’s network and any incidents of possible misuse or violation of this AUR.

     

    8.        To determine compliance with this AUR, V-MORE reserves the right to monitor User usage of V-MORE’s network, including without limitation, occasionally sampling bulk email and monitoring bandwidth usage. User hereby consents to such monitoring and agrees that V-MORE is under no duty under this AUR or otherwise, to monitor User use of V-MORE services.

     

    9.         Violation of this AUR will result in severe penalties. V-MORE may initiate an immediate investigation to substantiate the alleged violation. During the investigation, V-MORE may restrict User access to the network to prevent further violations. The designation of any materials and actions as prohibited as described in this AUR is left entirely to the discretion of V-MORE. If a User is found to be in violation of our AUR, V-MORE may, at its sole discretion, restrict, suspend or terminate such User’s account. V-MORE has no obligation to provide warnings under any circumstances and can terminate the User’s account without prior notification upon a finding that the User has violated this AUR. Further, V-MORE reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. V-MORE will notify law enforcement officials if the violation is believed to be a criminal offense and will cooperate fully with law enforcement authorities in investigating the alleged criminal offense. First violations of this AUR will result in an "administrative fee" of US$250 and the User’s account will be reviewed for possible immediate termination. A second violation will result in an administrative fee of US$500 and immediate termination of the User’s account. Users who violate this AUR shall also be responsible for "research fees" in an amount of US$175 per hour for all time that V-MORE personnel must spend to investigate the matter.

     

    10.       Users waives the right to bring any claim against V-MORE arising out of or in any way relating to this Agreement more than one (1) year afterthe date these Services are discontinued, expired, terminated or otherwise ceased, or one (1) year after the date of the occurrence of the event giving rise to the basis of a claim, whichever the earlier date. In the latter case, where an event is not an instantaneous event but occurs over a period of time, or if the basis of a claim arises from a series of events, then the one (1) year period shall be deemed to commence from the first day of such event, or the first day of the series of events, respectively.


    Customer Agreement

    This Customer Agreement (the “Agreement”) contains the terms and conditions that govern: (1) your access to and use of the V-MORE Portal through a particular account or accounts; (2) the sale and purchase of Products; (3) the sale, purchase and grant of Entitlements and is an agreement between you or the business you represent ("you" and “Customer”) and AIM Systems Pte Ltd (“V-MORE", “we” and “us”). By registering with us for or using the Portal Services (as defined below), you (on behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement, including the Appendices, Rules and Policies for each service you register for or use in connection with V-MORE’s website.

     

    V-MORE and the Customer shall be hereinafter collectively referred to as the “Parties”, a “Party” or the “other Party”, as the case may be. Capitalised terms have the meanings listed in the Definitions below. 

     

    1.             V-MORE PORTAL

     

    1.1        V-MORE operates an internet platform (“V-MORE Portal”) under which goods and services (“Products”) marketed by either V-MORE directly or by various merchants (”Merchants”). V-MORE will from time to time add and remove Products as well as Merchants that are listed on the V-MORE Portal at its sole and absolute discretion.

     

    1.2        Customer agrees to comply with the Company Regulations set out in Annex Awhich are hereby incorporated by reference.

     

    2.             PORTAL SERVICES

     

    2.1.          (a)       Portal Services. V-MORE shall provide a portal pursuant to which Customer is permitted access to and use of a V-MORE Portal (“Portal Services”) under which Products are displayed at V-MORE’s discretion for purchase. These Products are sold either by Merchants directly to Customer under which V-MORE functions strictly as a no-liability aggregator intermediary and is also not liable for order fulfilment, or alternatively Products are sold by V-MORE itself to Customer under which V-MORE is responsible to keep inventory of such Products and for order fulfilment of such Products to Customer. 

     

    (b)            Products from Merchant. Where a Customer intends to purchase a Product that is offered by a Merchant, Customer may select to offer to a relevant Merchant to purchase (“Offer” for purposes of this clause 2.1(b)) such Product (“Offered Product” for purposes of this clause 2.1(b)) and subject to the Offer being compliant to the rules (“Rules”) and policies (“Policies”), and subject to V-MORE’s sole and absolute discretion, such Offer shall be forwarded to the relevant Merchant for their consideration, rejection, acceptance, counteroffer, or otherwise. The Merchant offered may select to accept or reject such purchase orders at its sole and absolute discretion whereupon such Merchant may submit its confirmation to Customer.

     

    (c)            Products from V-MORE. Further to clause (b), where a Customer intends to purchase a Product that is offered by V-MORE, Customer may select to offer (“Offer” for purposes of this clause 2.1(c)) such Product (“Offered Product” for purposes of this clause 2.1(c)) and subject to the Offer being compliant to the Rules and Policies, and subject to V-MORE’s sole and absolute discretion, V-MORE may accept or reject such Offer whereupon V-MORE may notify the Customer of such acceptance or rejection, as the case may be.

     

    2.2.      Right of cancellation and refund of products.

     

    (a) Products from MerchantsV-MORE isnot responsible for examining or evaluating, and doesnot warrant the offerings or policies of, any of the Merchants. V-MORE does not assume any responsibility or liability for the actions, product, and content of all of these or any other third parties. You should carefully review their cancellation and refund policies. Any request for cancellation or refund must be made directly to the Merchant and V-MORE does not accept any request to notify any Merchant of any communication made to us. Note that any V-MORE Entitlements used by you in respect of such cancelled or refunded Product will not be returned. 

     

    (b) Products from V-MORE

     

    (i)   For Products that are purchased from V-MORE, and not from Merchants, you may request for: (a) cancellation of your order of a particular Product within seven (7) days from the date you placed an order for the Product and / or (b) refund within seven (7) days from the date you receive the Product ordered via the V-MORE Portal (“Cancellation Deadline”). However, we reserve the right to accept or reject such requests made within the Cancellation Deadline at our sole and absolute discretion. Where applicable, refunds may be granted upon receipt of the Product in question in good condition.

     

    (ii)   Note that any V-MORE Entitlements used by you in respect of such cancelled or refunded Product will not be returned. 

     

    (iii)    You must inform us of your decision to cancel your order through the V-MORE Platform. Then, you must send back the Products by the instructions we provide no later than the Cancellation Deadline. You will have to bear direct and indirect costs of returning these Products. You will be liable if the value of the Products returned diminishes due to the handling of the Products (except when it was necessary to establish the nature, characteristics and functioning of the Products).

     

    2.2.1.       For purposes of Products that are physically delivered, upon our acceptance of your request for cancellation and our receipt of all cancelled Products in the condition delivered to you within the Cancellation Deadline to our satisfaction, we will reimburse all payments received from you for the Products purchased and we may, at our sole and absolute discretion, also reimburse delivery charges for the least expensive type of delivery offered by us, no later than 7 days from the day on which we receive the above communication. We will use the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise. In any event, you will not incur any cancellation fees as a result of such reimbursement. We may withhold reimbursement until we have received the Products back or you have supplied evidence of having sent back the Products.

     

     

    2.3.          The Portal Services may be discontinued by V-MORE without notice to Customer with immediate effect without liability to V-MORE whatsoever. Customer’s access to and use of the V-MORE Portal shall be subject to the Rules and Policies. The Rules and Policies may be varied or removed by V-MORE in its sole and absolute discretion and new rules and policies may be added by V-MORE in its sole and absolute discretion. If Customer disagrees with any Rules and Policies, Customer must immediately give V-MORE express notification in writing and cease access and use of the V-MORE Portal failing which Customer is deemed to have agreed with all Rules and Policies and/or any variation, addition or removal of Rules and Policies. 

     

    2.4.          Customer agrees to provide all information and materials as may be reasonably required by V-MORE in connection with Customer’s transactions conducted through or as a result of use of the Portal Services.

     

    2.5.          Termination of Portal Services.

     

    2.5.1.       V-MORE shall be entitled to terminate the Portal Services with immediate effect and without prior notice, notwithstanding that in the event of the breach of any provisions herein and the other Party has not remedied such breach of the Agreement. For the avoidance of doubt, any steps taken by V-MORE shall not limit or exclude V-MORE’s entitlement to claim against Customer any costs, expenses, damages, and any other losses.

     

    2.5.2.       Customer shall be entitled to terminate the Portal Services immediately by giving express prior written notice to V-MORE. 

     

    2.6.          Entitlements.

     

    2.6.1.       V-MOREmay sell or grant free-of-charge entitlements, some of which may be subject to restrictions, at V-MORE’s sole and absolute discretion (“Entitlements”).

     

    2.6.2.       Entitlements may only be used in the manner described to Customers. 

     

    2.6.3.       When Customers purchase Entitlementssuch Entitlements are subject to a sixty (60) day full refund option from the date of purchase of the Entitlements.

     

    2.6.4.       When Customers use Entitlements, such use is irrevocable and may not be rescinded under any circumstances except at our sole and absolute discretion. 

     

    3.             INTERMEDIARY

     

    3.1.          Customer agrees that except as provided in this Agreement, V-MORE is not a party or otherwise a participant to any contract, compromise, matter, proposal, undertaking, understanding, or any other arrangement, whether written, verbal, implied, express or otherwise, made pursuant to any provision of this Agreement (“Contract”, for purposes of this Clause 3) or any transaction or matter reasonably related to such Contract, V-MORE Portal or Portal Services (“Relevant Matter”, for purposes of this Clause 3) hereof, even though V-MORE may from time to time be requested by various parties to perform tasks that involve Customer, unless such Contract or Relevant Matter has been specifically, expressly and in written form assented to and executed by a representative duly authorised by V-MORE. Customer shall not allege, make, pursue or assist in any claim against V-MORE in respect of any Contract or Relevant Matter. 

     

    3.2.          Customer shall take and omit to take all steps reasonably necessary to procure that all parties to all Contracts and Relevant Matter (expressly and in writing, where relevant):

     

    (a)        exclude V-MORE as a party to any Contract or Relevant Matter and warrants that such exclusion is enforceable in all relevant jurisdictions against any party.

     

    (b)        agree (jointly and severally, where relevant) to waive any and all claims, entitlements, privileges, allegations, demands, requests, that are available or may become available to such parties in respect of any laws, legislation, policies, or other regulations that allow V-MORE that is not a party to all any Contract or Relevant Matter: (i) to be treated as a party to such Contract or Relevant Matter, or (ii) to be liable in respect of any claim, loss, damages, fine, action, suit, obligation, settlement, judgment, liability, entitlement, privilege, allegation, demand, request, costs and expenses.

     

    (c)         agree that V-MORE does not by the operation of any Contract or Relevant Matter be construed to (i) be vested the ownership and/or possession of any Product; or (ii) act as bailee of any Product;

     

    (d)        agree (jointly and severally, where relevant) to waive any and all claims, entitlements, privileges, allegations, demands, requests, that arise from V-MORE having ownership, possession or acting as bailee of any Product(s). 

     

    (e)        agree (jointly and severally, where relevant) to defend, protect, indemnify and hold harmless V-MORE (including without limitation any Affiliate) in respect of any and all claims, damages, actions, suits, settlements, judgments, liabilities, entitlements, privileges, allegations, demands, requests and costs (including without limitation lawyers’ fees and costs) that are available or may become available to such parties reasonably arising from any Contract or Relevant Matter and in the event of any dispute or proceedings (whether civil or criminal) reasonably arising from such Contract or Relevant Matter including without limitation to any claims arising from V-MORE being claimed as bailee of any Product or under any liability arising from any Contract or Relevant Matter.

     

    3.3        Further to clause 3.2, Customer agrees not to take any step to make any claim against V-MORE in relation to any subject matter set out in clause 3.2, and not to participate in any claim by any other entity claiming against V-MORE except for purposes of assisting V-MORE in its defence against such claim.

     

    4.             GENERAL

     

    4.1.          Relationship.

     

    (a)        Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employer/employee or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. 

     

    (b)        V-MORE’s relationship to the Customer is that of an independent contractor. Customer shall have no authority to bind V-MORE to any contractual terms, or to assume or create obligations of any kind on V-MORE’s behalf. Customer is not an agent, will not hold itself out as agent of Customer irrespective of the context and will expressly declare to all parties that Customer is not an agent of V-MORE, has no authority to bind V-MORE to any contractual terms, or to assume or create obligations of any kind on V-MORE’s behalf. 

     

    Customer shall not take any step to claim or enforce rights where claim or enforcement will result in consequences inconsistent with the contract terms described in clauses 3.2(a) to (e) assuming that such contract terms are binding between Parties.

     

    4.2.          Subcontracting, third parties, agents, etc.

     

    (a)        V-MORE may have any obligation, including without limitation to the Portal Services, and order fulfilment carried out by third parties. Customer agrees that all the provisions (inter alia) limiting liability of V-MORE and imposing on Customer the obligation to indemnify V-MORE shall apply vis-à-vis Customer and such persons.

     

    (b)        For all purposes under this Agreement, the Customer has full responsibility and liability for all acts or omissions of Customer’s Authorized Persons, Accompanying Persons, Associated Entities, agents, and all other representatives, and all such acts or omissions will be attributed to Customer for all purposes, including for the purposes of determining whether Customer has breached the Agreement. Without limiting the foregoing, the Customer is responsible and must ensure that Customer’s Authorized Persons, Accompanying Persons, Associated Entities, agents, and all other representatives do not take any actions that Customer is prohibited from taking under the Agreement.

     

    4.3.          Governing law and jurisdiction.

    4.3.1.       This Agreement shall be governed by the laws of the Republic of Singapore. The United Nations Conventions on Contracts for the International Sale of Goods will not apply to this Agreement. The Parties submit irrevocably to the non-exclusive jurisdiction of the Courts of the Republic of Singapore.  

    4.3.2.       Negotiation. The Parties shall attempt to settle in good faith any dispute or difference which arises between them out of or in connection with this Agreement, by negotiations, prior to resorting to any judicial process. 


    4.4.          Prevalence. In the event of ambiguity, conflict or inconsistency among the documents comprising this Agreement, the documents shall be given an order of precedence as follows where the terms of the earlier-listed document will prevail over the terms of the later-listed document as follows: (i) the Rules; (ii) this Agreement; and (iii) any other category of documents. 


    4.5.          Confidential information.

     

    4.5.1.       Customer will not disclose Confidential Information from V-MORE without the express prior written consent of V-MORE except where: 

     

    (a)        the disclosure is required by applicable law or regulation or by an order of a court or other governmental body having jurisdiction after giving reasonable notice to V-MORE with adequate time for V-MORE to seek a protective order; 

     

    (b)        the disclosure is necessary under any applicable securities laws regarding public disclosure of business information; or

     

    (c)         the disclosure is absolutely necessary for Customer to exercise its rights and perform its obligations under this Agreement, so long as in all cases referenced above, in this sub-Clause (c), the disclosure is no broader than strictly necessary, and the person or entity who receives the disclosure agrees prior to receiving the disclosure to keep the information confidential to a similar or greater degree confidentiality as that applicable to Customer. 

     

    4.5.2.       Customer is responsible for ensuring that any Confidential Information of V-MORE that Customer discloses pursuant to this Agreement (other than disclosures pursuant to sub-Clauses 4.5.1(a), 4.5.1(b) and 4.5.1(c) above that cannot be kept confidential by Customer) is kept confidential by the person receiving the disclosure to the same extent that the receiving Party must keep the information confidential. 

    4.5.3.       V-MORE does not grant the other Party the right to use its trademarks, service marks, trade names, logos, copyrights, or other Intellectual Property rights or other designations in any promotion, publication, or press release without the prior written consent of V-MORE.

    4.5.4.       Customer hereby grants V-MORE a non-exclusive, perpetual, irrevocable, royalty free worldwide licence to use Customer’s Confidential Information as set out in this Clause 4.5 provided that Customer personal data will be used only in accordance with the terms in Clause 4.18 taking into consideration in particular the scope of consent given by Customer to V-MORE.

     

    4.6.          Interpretation. Words of the masculine gender will be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number will include the plural number and vice versa unless the context will otherwise indicate. References to Clauses of this Agreement are to this Agreement as originally executed. Words importing persons include firms, partnerships, joint ventures, joint stock companies, trusts, incorporated or un-incorporated organisations, governmental or regulatory bodies or entities, associations and corporations. References herein to "include", "includes" or "including" shall mean without limitation or exhaustion. The headings in this Agreement are for reference only, and shall not affect the interpretation of this Agreement.

     

    4.7.      Portal Services.

     

    4.7.1.   Customer agrees to indemnify, hold V-MORE harmless against and pay all costs, expenses, disbursements, expenditures, outlaws, overheads, outgoings, and any other amounts which V-MORE may sustain or incur in respect of any breach of this Agreement. Customer shall defend any claim made by any party against V-MORE at its expense. V-MORE is entitled to participate in the defence at its own expense. 

     

    4.7.2.   All Portal Services provided by V-MORE to customer pursuant to this Agreement are provided or performed on an "as is", “as available” basis, and customer’s use of V-MORE’s Portal Services is solely at its own risk. 

     

    4.7.3.      Notwithstanding anything to the contrary in this Agreement, in no event will V-MORE be liable to customer for (i) lost profits; (ii) loss of business; (iii) loss of revenues; (iv) loss of data or interruption or corruption of data; (v) any consequential or indirect damages; or (vi) any incidental, special, reliance, exemplary or punitive damages (if applicable), even if advised of the possibility of such damages, resulting from, directly, or indirectly, without limitation, to: (a) Customer’s use of or Customer’s inability to use the Portal Services; (b) pricing, shipping, format or other guidance provided to the Customers; (c) delays or disruptions in the Portal Services; (d) viruses or other malicious software obtained by accessing or linking to the Portal Services; (e) glitches, bugs, errors or inaccuracies of any kind in the Portal Services; (f) damage to Customer’s hardware device from the use of any of the Portal Services; (g) the content, actions, or inactions of third parties, including items listed using the Portal Services or the destruction of allegedly fake items; (h) a suspension or other action taken with respect to Customer’s account or breach of this Agreement; (i) Customer’s need to modify practices, content or behaviour as a result of changes to this Agreement; (j) performance or lack thereof by Customer subsequent to any order made by Customer on the V-MORE Portal; (k) delivery of Products; or (l) any non-suitability, not fit for purpose or non-conformity with description (“Non-Suitability”) or apparent Non-Suitability of any Product. 

     

    4.7.4.       Notwithstanding anything to the contrary in this Agreement, V-MORE's total liability to Customer with respect to all claims arising from or related to the subject matter of this agreement (including attorney’s fees) will not exceed the amount actually paid by customer to V-MORE for the three (3) month period immediately preceding the month in which the first claim arose or USD 5,000, whichever the lower amount. 

     

    4.7.5.       The limitations set forth in Clauses 4.7.2 to 4.7.4 will apply to all claims and causes of action, regardless of whether in contract, tort, strict liability or other theory.

     

    4.7.6.       Customer waives the right to bring any claim against V-MORE arising out of or in any way relating to this Agreement more than one (1) year after the date these Portal Services are discontinued, expired, terminated or otherwise ceased, or one (1) year after the date of the occurrence of the event giving rise to the basis of a claim, whichever the earlier date. In the latter case, where an event is not an instantaneous event but occurs over a period of time, or if the basis of a claim arises from a series of events, then the one (1) year period shall be deemed to commence from the first day of such event, or the first day of the series of events, respectively. Each Party recognizes and agrees that the warranty disclaimers, limitations of liability and remedy limitations in this Agreement are bases of this Agreement materially bargained for by V-MORE and Customer.

     

    4.7.7.       In addition and without prejudice to the above and to any other provision of this Agreement, Customer has the sole responsibility (to the specific exclusion of V-MORE) for: (a) the selection of the proper Product(s) appropriate for Customer’s purposes and/or intended use; and (b) ensuring that any Product ordered and/or purchased are merchantable and fit for particular purposes required by Customer.

     

    4.8        Product Sale.

     

    (a)    ALL PRODUCTS PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED OR PERFORMED ON AN "AS IS", “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF THE PRODUCTS ARE SOLELY AT ITS OWN RISK. V-MORE DOES NOT MAKE, AND HEREBY DISCLAIMS, (I) ALL EXPRESS WARRANTIES WITH REGARD TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE PRODUCTS PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE (WHERE RELEVANT); AND (II) ANY AND ALL IMPLIED WARRANTIES WITH REGARD TO THE PRODUCTS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

     

    (b)   NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (I) LOST PROFITS; (II) LOSS OF BUSINESS; (III) LOSS OF REVENUES (EXCEPT THAT CUSTOMER SHALL BE LIABLE FOR ANY SERVICE FEES OR OTHER AMOUNTS OWED TO V-MORE UNDER THIS AGREEMENT); (IV) LOSS OF DATA OR INTERRUPTION OR CORRUPTION OF DATA; (V) ANY CONSEQUENTIAL OR INDIRECT DAMAGES; OR (VI) ANY INCIDENTAL, SPECIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES (IF APPLICABLE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     

    (c)   PRODUCTS FROM MERCHANTS. FOR THE CASE WHERE PRODUCTS ARE OFFERED TO MERCHANTS AND SOLD BY MERCHANTS TO CUSTOMER: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, V-MORE'S TOTAL LIABILITY TO CUSTOMER IN THE AGGREGATE FOR THE ENTIRE TERM (AND REGARDLESS OF WHETHER THE CLAIMS ARE BROUGHT DURING OR AFTER THE TERM) WITH RESPECT TO ALL CLAIMS ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING ATTORNEY’S FEES) WILL NOT EXCEED THE LESSER OF USD 100 OR THE PRICE OF ONE UNIT OF THE PRODUCT FOR WHICH THE CLAIM AROSE.

     

    (d)    PRODUCTS FROM V-MORE. FOR THE CASE WHERE PRODUCTS ARE OFFERED TO V-MORE AND SOLD BY V-MORE TO CUSTOMER: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, V-MORE'S TOTAL LIABILITY TO CUSTOMER IN THE AGGREGATE FOR THE ENTIRE TERM (AND REGARDLESS OF WHETHER THE CLAIMS ARE BROUGHT DURING OR AFTER THE TERM) WITH RESPECT TO ALL CLAIMS ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING ATTORNEY’S FEES) WILL NOT EXCEED THE LESSER OF THE AMOUNT ACTUALLY PAID BY CUSTOMER TO V-MORE AND THE PRICE OF ONE UNIT OF THE PRODUCT FOR WHICH THE CLAIM AROSE.

     

    (e)  THE LIMITATIONS SET FORTH IN SECTIONS 4.8(b)-(d) WILL APPLY TO ALL CLAIMS AND CAUSES OF ACTION, REGARDLESS OF WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY.

     

    (f)   Customer hereby waives the right to bring any claim against V-MORE arising out of or in any way relating to this Agreement more than one (1) year after the right to a claim first arose. Where an event giving rise to a claim is not an instantaneous event but occurs over a period of time, or if the basis of a claim arises from a series of events, then the one (1) year period shall be deemed to commence from the first day of such event, or the first day of the first event, of the series, respectively. Each Party recognizes and agrees that the warranty disclaimers, limitations of liability and remedy limitations in this Agreement are bases of this Agreement materially bargained for by V-MOREand Customer.

     

    4.9.          Waivers.The failure of V-MORE to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of V-MORE’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver by V-MORE to or of any other breach or default in the performance of the same or any other obligation. Neither the course of conduct between Customer and V-MORE nor trade practice shall act to modify any provision of this Agreement.

     

    4.10.       Amendment

     

    (a)        V-MORE reserves the right to make changes to this Agreement at any time by giving Customers notice. 

     

    (b)        The changes shall take effect on the date specified in the notice. The obligation to give Customers prior notice does not apply if additions and/or variations are required in an emergency or where it is not practicable to give such notice. Further, V-MORE may make amendments for administrative or clarification purposes and include additional terms and conditions governing new Products without giving Customers any notice. 

     

    (c)        The prior notice may be given to Customers by exhibiting such notice of the amendments or making available a set of the revised Agreement and/or any other terms, conditions, rules or regulations on our website or via publication through any media. Upon such exhibition or publication, Customers are considered to have been notified of such amended Agreement. 

     

    (d)        If Customers do not accept any addition and/or variation to this Agreement, you shall immediately discontinue operating and close your account on the V-MORE Portal (the “Account”). If Customers continue to operate the Account after such notification, Customers are deemed to have agreed to the addition and/or variation without reservation. 

     

    (e)        If there is any inconsistency between the English version and the Chinese or other versions of this Agreement, the English version will prevail.  

     

    4.11.       Severability. If any provision of this Agreement is held to be invalid or unenforceable, all other provisions of this Agreement shall remain in full force and effect. 

     

    4.12.       Notices. Any communication or notice to be made pursuant to this Agreement shall be provided via publication through our V-MORE Portal or any media or by letter or by e-mail to the other Party.

     

    V-MORE

    Address: as provided in our notifications to you

    Email: as provided in our notifications to you

     

    Customer

    Address: As provided by Customer to V-MORE

    Email: As provided by Customer to V-MORE

     

    4.13.       Entire Agreement. This Agreement constitutes the final, complete and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties. 

     

    4.14.       Warranties. Without prejudice to any provision herein, Customer hereby represents and warrants that Customer will use the Portal Services and use any Products purchased by Customer subject to the following terms:

     

    (a)        such use of the Portal Services and use of the Products will not infringe, misappropriate or otherwise violate any third party’s Intellectual Property rights. Customer will contact V-MORE immediately if anyone makes or threatens to make a claim against Customer or V-MORE relating to the use of the Portal Services and/or use of the Products and Customer will comply with all reasonable requests from V-MORE in relation to any such claim; 

     

    (b)       such use of the Portal Services and use of the Products will conform to all the requirements of applicable Law, including all applicable health, safety and environmental regulations; 

     

    (c)        such use of the Portal Services and use of the Products will be in compliance with applicable Laws; and

     

    (e)       such use of the Products will be in compliance with all terms and conditions for which such use is subject to.

     

    4.15.       Intellectual Property.

     

    (a)        Except as expressly authorised by V-MORE in writing or to the extent that such activity is permitted by law Customer shall not, and shall procure that no employee, agent, officer, contractor, subcontractor, partner or any other representative:

     

    (i)         in any way tamper with, reverse engineer or otherwise copy, adapt, lease, lend, distribute, sell, sublicense, or otherwise transfer any the of the V-MORE Portal software or its functionality, all the Intellectual Property rights to which belong to V-MORE or its licensors;

     

    (ii)         copy, sublicense, distribute sell, or publish any of the content of the V-MORE Portal or any Product;

     

    (iii)        interfere or attempt to interfere with the proper operation of the V-MORE Portal or the Portal Services;

     

    (iv)        grant or allow access to the V-MORE Portal or Portal Services to any person other than a person employed by Customer who has been authorised by Customer to carry out Customer’s tasks pursuant to this Agreement and then only for as long as V-MORE is satisfied that they are that person;

     

    (v)        use the V-MORE Portal, its Portal Services or the Content other than as expressly permitted by this Agreement; and

     

    (vi)        resell any Portal Serviceor Product which Customer has purchased or is entitled to use.

     

    (b)        All Intellectual Property that is generated, developed or created pursuant to any acts reasonably related to this Agreement, whether for use in or as a part of the Portal Services, or otherwise, shall be the property of V-MORE. Customer shall do everything in Customer’s own expense necessary to assist V-MORE in the protection of such Intellectual Property. The terms of this Clause 4.15(b) shall survive the termination of the Portal Services. 

     

    (c)        If Customer or any of Customer’s Affiliates provides V-MORE or its Affiliates any information, feedback, suggestions, recommendations, or other input, or any other communications (“Communications”), then Customer, on behalf of Customer and Customer’s Affiliates, will and hereby does grant to V-MOREand its Affiliates, under all Customer’s Intellectual Property rights in the most extensive way possible under applicable laws, a worldwide, royalty-free, fully paid-up, non-exclusive, transferable, perpetual, irrevocable license (with rights to sublicense through multiple tiers of sublicensees to such Intellectual Property rights) for the entire duration of their protection (including any extension and renewal) to: (i) adapt, modify, and create derivative works of the Communications; and (ii) make, have made, use, copy, offer to sell, sell, perform, display, distribute, import, and otherwise dispose of the Communications (and adaptations, modifications, and derivative works of the Communications) and any product, technology, or service that incorporates, is combined or used with, or marketed for use or combination with, any Communications. 

     

    (d)       Trademarks.V-MORE’s trademarks, service marks, trade names, logos, copyrights, or other Intellectual Property rights or other designations in any promotion, publication, or press release may not be used in connection with any product or service that is not V-MORE’s, in any manner that is likely to cause confusion among customers or in any manner that discredits V-MORE. V-MORE’s trademarks, service marks, trade names, logos, copyrights, or other Intellectual Property rights or other designations in any promotion, publication, or press release may not be used without the prior written consent of V-MORE. All other trademarks not owned by V-MORE that appear in any Portal Services are the property of their respective owners. 

     

    4.16.       Investigations. Customer shall co-operate fully with investigations of violations of systems or security networks or security at other sites and with law enforcement authorities in the investigation of possible criminal violations. If Customer violates any systems and/or network security, Customer may also incur other criminal or civil liability.

     

    4.17.       Data protection.

     

    4.17.1.    Compliance. To the extent that V-MORE provides any Personal Data to Customer or Customer processes any Personal Data on behalf of V-MORE (referred to in this Clause 4.17 collectively as “V-MORE Data”), Customer must comply with all applicable laws in all jurisdictions, including but not limited to the Singapore Personal Data Protection Act (No.26 of 2012) (collectively referred to in this Clause 4.17 as the “Relevant Data Protection Laws”), and the terms of this Clause 4.17. For the purposes of this Clause 4.17, “Personal Data” means: (a) any data, whether true or not, about an individual (whether living or deceased) who can be identified: (i) from that data, or (ii) from that data and other information to which the organisation has or is likely to have access; and (b) any data defined by any legislation, subsidiary legislation, rules, regulations, directives, guidelines, policies or any other legal or quasi-legal regulations (“Relevant Legislation” for purposes of this Clause 4.17) to be personal data and subject to regulation by such Legislation. 

     

    4.17.2.    Limited purposes obligation. Customer will Process V-MORE Data solely and to the extent necessary for the purposes of providing the Products specified in this Agreement and pursuant to V-MORE’s instructions. Customer will not process V-MORE Data for any other purpose unless authorised by V-MORE in writing. 

     

    4.17.3.    Transfer limitation obligation. Customer will not transfer or disclose V-MORE Data to any third party or outside Singapore without V-MORE’s express written permission, which may be given subject to such conditions as V-MORE considers appropriate. In the event Customer transfers V-MORE Data to any party outside Singapore, the Customer represents and warrants that V-MORE Data so transferred will at all times be accorded a standard of protection at least comparable to the protection provided under the Relevant Data Protection Laws. Customer warrants that it would comply with all data protection laws applicable to Customer in relation to Customer’s collection of personal data. 

     

    4.17.4.    Retention limitation obligation. Upon written request of V-MORE or upon the termination or expiry of this Agreement, Customer shall at the option of V-MORE, return or destroy all V-MORE Data in its possession or control as a result of this Agreement.

     

    4.17.5.    Protection obligation. Customer represents and warrants that reasonable security arrangements have been made to protect personal data in its possession or under its control in order to prevent unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks throughout the term of this Agreement. 

     

    4.17.6.    Breach. Customer must immediately notify V-MORE in writing of any breach of its obligations under this Clause (including any unauthorised disclosure of V-MORE Data by any third party) and fully co-operate with V-MORE in relation to any such breach.

     

    4.18.       Consent. Withoutlimitation to any other Clause, you consent to V-MORE disclosing to any Merchant (referred to in this Clause 4.18 as the “Relevant Merchant”) that Customer has made any Offer under Clause 2.1(b) and 2.1(c) and any service provider that the Relevant Merchant may contract with in the course of delivering the relevant Products to the Customer (referred to in this Clause 4.18 as the “Relevant Service Provider”), including without limitation to logistics service providers, insurance brokers, insurers: 

     

    (a) Personal Data of any person involved in the performance of obligations reasonably related to any Offer 

     

    (b)  any information where V-MORE in good faith believes it to be necessary to do so for the proper operation of the Portal Services;

     

    (c) any information where V-MORE is legally obliged to do so by any government authority or regulatory body or where it is necessary for V-MORE to do so in order to identify, contact or bring legal action against someone who may be violating this Agreement or may (either intentionally or unintentionally) be causing injury to or interference with the rights or property of V-MORE or any third party; and

     

    (d)  any information from or relating to Customer’s use of the Portal Services, provided that the following cannot be identified from such information: full name, national identification number, passport number, personal contact information, facial image, voice, fingerprint, iris image or DNA profile.

     

    4.19.       Acceptable Use.

     

    4.19.1.    If V-MORE reasonably believes in its sole opinion that any of Customer’s information may (i) create liability for V-MORE or the Merchant or any other third party, or (ii) damage the hardware or software of V-MORE or any other third party, or (iii) otherwise cause harm to V-MORE or any other third party, V-MORE may notify Customer of such belief and of its intention to act, and immediately thereafter remove such information from its systems or otherwise limit Customer’s use of the Portal Services.

     

    4.19.2.    Upon the termination of the Portal Services, for any reason, all software licences granted by V-MORE (if any) will terminate immediately, and Customer will return or destroy any copies of any software licensed to Customer by V-MORE, if any. Termination shall not affect V-MORE’s accrued rights or liabilities under these GTCs.

     

    4.20.       Force Majeure. Under no circumstances shall V-MORE be held liable for any delay or failure or disruption of the content or services delivered through the Portal Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or material, fire, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

     

    4.21.       Corrupt Practices. It is the intent of the parties that no payments or transfers of value by Customer: (a) in connection with this Agreement or (b) relates to a matter connected with the subject matter of this Agreement; shall be made that have the purpose or effect of public or commercial bribery, or acceptance of or acquiescence in, extortion, kickbacks, or other unlawful or improper means of obtaining business. Customer hereby represents, warrants, and covenants that Customer and Customer’s Affiliates are fully aware of the provisions of the United States Foreign Corrupt Practices Act (referred to in this Clause as “FCPA”), 15 U.S.C. §§78dd-1, et seq., as amended regarding, among other things, payments to government officials, and that Customer and Customer’s Affiliates will use, have used, procure, purchase, obtain the Portal Services in compliance with the FCPA and all other applicable international, federal, state and local laws, including but not limited to all bribery and corruption laws in all relevant jurisdictions in which Customer, Customer’s Affiliates and V-MORE operate in.

     

    4.22.       Non-Disparagements.

     

    4.22.1.    You represent and agree that you will not at any time during your use of the Portal Services, and in respect of the purchase of any Product, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or Internet bulletin boards, blogs, social media, such as Facebook, LinkedIn, or Twitter, or any other form of communication, disparage, defame, impugn, damage or assail the reputation, or cause or tend to cause the recipient of a communication to question the business condition, integrity, competence, good character, professionalism, or product quality of V-MORE or its stockholders, directors, officers, employees, services or business practices, as applicable, whether by virtue of the provisions of this Agreement or any of the details covered by provisions of this Agreement, except as follows: your counsel, immediate family, or spouse, when such disclosure is required by a subpoena issued by a court of competent jurisdiction, and except as required by law or order of court. Nothing in this provision shall be read to prohibit regular and commercially reasonable acceptable competitive business speech by you.

     

    4.22.2.    You acknowledge that a breach of Clause 4.22.1 above will cause V-MORE to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by us of actual damages because we cannot know in advance the impact of a breach on V-MORE’s reputation or business, nor can we readily ascertain what costs V-MORE will incur as a result. Accordingly, if you breach any of Clause 4.22.2, you shall pay V-MORE USD 5,000 or USD 1,000 per day that you remain in breach, which represents a fair, reasonable and appropriate estimate thereof. You agree that the agreed upon sum is not a penalty, but rather a reasonable measure of damages given the nature of the losses that may result from breach.

     

    4.22.3.    You also acknowledge that damages alone may not be an adequate remedy for the breach of any provisions of this Agreement. Accordingly, without prejudice to such damages, any other rights and remedies V-MORE may have, you acknowledge and agree that V-MORE shall be entitled to the granting of equitable relief (including without limitation to injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement.

     

    5.         DEFINITIONS.In the Agreement, the following terms and expressions shall have the meanings as set out below, always provided that, where the context of the Agreement so allows, words importing the singular shall include the plural and vice versa:

     

    Affiliates” shall mean any parent company, subsidiaries, affiliates, and includes any officer, director, agent, officer, employee, debenture holder and subcontractor.

     

    Business Day” shall mean any day on which commercial banks are generally open for business in Singapore.

     

    Confidential Information” means any business or Customer information provided to the Parties for the purposes of the order fulfilment services, whether or not stated to be confidential. 

     

    Intellectual Property” means the business name, the trademarks, copyrights, materials, patents, designs, know-how, trade secrets, goodwill, confidential information, drawings, plans, inventions, all other identifying materials and information and other proprietary rights which may subsist in any part of the world whether or not registered or capable of registration.

     

    ANNEX A

     

    The following Regulations apply to you and you undertake to comply with all of the following:

     

    1.             You shall not make, or cause to be made,any representation to any person that benefits will accrue under the Company’s scheme or arrangement (“Scheme”) in a manner other than as specified hereunder: 

     

    A person may receive benefit – 

     

    (a)        as a result of the sale, lease, licence or other distribution of Entitlements to any other person; or

     

    (b)        as a result of the performance of one or more participants in relation to the sale, lease, licence or other distribution of Entitlements to any other person.

     

    2.             You shall, in respect of any representation relating to the actual or potential accrual of any benefit under the Scheme, make all representations based on the records of benefits that we provide to you from time to time.

     

    3.             You shall not, and shall take reasonable steps to ensure that you, or such other participants in the Scheme recruited by you, do not —

     

    (a)            knowingly make, or cause or permit to be made, any representation relating to the Scheme or to the Entitlements which is false or misleading;

     

    (b)            knowingly omit, or cause or permit to be omitted, any material particular relating to the Scheme or to the Entitlements;

     

    (c)            knowingly engage in, or cause or permit, any conduct that is misleading or likely to mislead as to any material particular relating to the Scheme or to the Entitlements; or

     

    (d)            in promoting the Scheme or the Entitlements, use, or cause or permit to be used, fraud, coercion, harassment, or unconscionable or unlawful means.

     

    4.             You agree to indemnify, hold the us harmless against and pay all losses, costs, damages or expenses, whatsoever, including counsel fees, which we may sustain or incur in respect of any breach of any of your obligations hereunder. You shall defend any claim made by any party against us at your expense. We shall be entitled to participate in the defence at our own expense. 

     

    5.             For purposes of the above, ”Entitlements” are rights conferred by V-MORE which entitle its holder to redeem Products or to other entitlements. It is common to describe these rights as ”vouchers”, and entitlements may be described usign various descriptors and names such as ”points”, ”tickets”, etc.