|Subscriber may not use the Smart Tradzt’s Services for any illegal or unauthorized purpose nor may subscriber, in the use of the Service, violate any laws in subscriber jurisdiction (including but not limited to copyright laws), the laws applicable to subscriber in subscriber jurisdiction, or the international business law.
|Subscriber may access and use the Services solely for its business operations and in accordance with the Term of Use, including the ability for its Users to:
|During the Term, Smart Tradzt reserves the right to modify or discontinue the Services, including adding, removing or changing features or functionality, from time to time to reflect changes in, including but not limited to, applicable law, regulations, rules, technology or availability of data.
|Smart Tradzt will notify Subscriber of any material changes to Subscriber’s ability to access or use the Services or discontinuation of any Services.
|Smart Tradzt hereby grants to Subscriber a revocable, non-exclusive, and non-transferable limited right to use the Services solely for Subscriber’s internal business operations of the Subscriber during the Term, including the ability for Users to:
|Subscriber agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Smart Tradzt.
|Smart Tradzt reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
|Smart Tradzt reserve the right to refuse service to anyone for any reason at any time.
|Smart Tradzt reserve the right to provide our services to subscriber’s competitors and make no promise of exclusivity in any particular market segment.
|Verbal or written abuse of any kind (including threats of abuse or retribution) of any Smart Tradzt customer, Smart Tradzt employee, member, or officer will result in immediate Account termination.
|Subscriber shall not, and shall not cause or permit Users or any third parties to, or attempt to:
|Smart Tradzt cannot guarantee the availability, provision, quality, accuracy, integrity or reliability of the services and such services are provided “As Is”. Smart Tradzt does not warrant that the services will be error-free or uninterrupted or that the services will meet subscriber’s expectations or requirements. Except to the extent prohibited by law, Smart Tradzt, its affiliates and licensors disclaim all warranties, including any implied warranties or conditions of merchantability, satisfactory quality, title, non-infringement, fitness for a particular purpose, or warranties arising out of any course of dealing or usage of trade.
|Under no circumstances shall Smart Tradzt, its affiliates and / or licensors be liable to subscriber or any other party for indirect, incidental, consequential, special, punitive, or exemplary damages, or any loss of revenue, profits, sales, data, data use, goodwill or reputation (even if such damages are foreseeable or where Smart Tradzt has been advised or has knowledge of the possibility of such damages). Further, Smart Tradzt, its affiliates and / or licensors will not be responsible for any compensation, reimbursement or damages arising in connection with:
|Smart Tradzt does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
|Smart Tradzt is not responsible for any of subscriber tax obligations or liabilities related to the use of Smart Tradzt’s Services.
|Smart Tradzt does not warrant that the quality of any products, services, information, or other materials purchased or obtained by subscriber through the Services will meet subscriber expectations, or that any errors in the Services will be corrected.
|If a third party makes a claim against Smart Tradzt arising out of or in connection with:
|We do not claim any intellectual property rights over the Materials subscriber provide to the Smart Tradzt services. All Materials subscriber uploaded ownership remains with subscriber.
|By uploading Materials, subscriber agree:
|Subscriber retain ownership over all Materials that subscriber upload to the Store; however, by making subscriber Store public, subscriber agree to allow others to view Materials post publicly to subscriber Store. Subscriber are responsible for compliance of the Materials with any applicable laws or regulations.
|In the performance of this Agreement, each party and / or its Representative may disclose (collectively, the “Discloser”) Confidential Information to the other party and / or its Representative (collectively, the “Receiver”). Receiver acknowledges and agrees that the Confidential Information provided by Discloser shall remain the sole and exclusive property of Discloser. Receiver shall not disclose, reproduce, use, distribute, or transfer, directly or indirectly, in any form, by any means, or for any purpose, the Confidential Information provided by Discloser, except as expressly provided under the Agreement. The disclosure of such Confidential Information to Receiver does not confer upon Receiver any license, interest, or rights of any kind in or to the Confidential Information, except as expressly provided under the Agreement. Confidential Information shall not include information that:
|Neither party shall be responsible for a failure or delay in performance if caused by conditions beyond its reasonable control such as, but not limited to, an act of war, fires, floods, acts of God, governmental or regulatory restrictions, power or telecommunication outages or failures, natural disasters, or acts of terrorism (each a “Force Majeure Event”). Each party will use reasonable efforts to cure the effect of a Force Majeure Event. If such Force Majeure Event continues for more than thirty (30) days, either party may cancel any unperformed Services, in whole or in part. This Section does not excuse Subscriber’s obligation to pay for the Services.
|Except for the right of either party to apply to a court of competent jurisdiction for interim or interlocutory relief or other provisional remedy to prevent irreparable harm pending final determination or to pursue a claim for infringement of any intellectual property right, any dispute or controversy between the parties arising out of or relating to the Agreement (each, a “Dispute”) shall be resolved by good faith negotiations between the parties which negotiations shall not terminate until the Dispute has been considered by a senior officer of each party.
|In the event of a dispute regarding Store ownership, we reserve the right to request documentation to determine or confirm Store ownership. Documentation may include, but is not limited to, a scanned copy of subscriber business license, government issued photo ID, subscriber status as an employee of an entity, etc.
|Smart Tradzt retains the right to determine, in our sole judgment, rightful Account ownership and transfer a Store to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Smart Tradzt reserves the right to temporarily disable access to the Store until resolution has been determined between the disputing parties.
|Any dispute will be arbitrated by International Arbitration Court in Singapore according to International business law unless otherwise stated
|Subscriber may not assign the Agreement or give or transfer the Services, or any interest in the Services, to another individual or entity. The parties are independent contractors and each party agrees that no partnership, joint venture or agency relationship exists between the parties. Failure by either party to enforce any provision of the Agreement shall not be deemed a waiver of future enforcement of that or any other provision in the Agreement. Each party agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under the Agreement. No third-party beneficiary relationships are created by the Agreement. The Agreement constitutes the complete, final and exclusive statement of the governing provisions between the parties with respect to its subject matter and supersede any and all other agreements or understandings, written or oral, with respect thereto. Any terms and conditions in Subscriber’s purchase order or similar document are void and have no legal effect notwithstanding Smart Tradzt’s acceptance or acknowledgement of such order or similar document. If any provision of the Agreement is held to be invalid or unenforceable, that provision will be struck and the remaining provisions shall be enforced. Notwithstanding any agreement with a third party or any provision of law, regulation or Agreement, if Subscriber is an agency of or a government organisation, then Subscriber’s rights in respect of the Services shall not exceed the rights provided under the Agreement. Unless expressly noted otherwise, the Agreement shall not be modified or amended or any term within the Agreement waived except as mutually agreed by Smart Tradzt and Subscriber in writing.
|“Affiliate” means any corporation that:
|"Confidential Information" means information (including any copies, extracts, summaries or adaptations of such information), regardless of the form of its disclosure, that is either:
|"Content" means the content included in or provided within a Smart Tradzt product and ordered by the Subscriber pursuant to an agreement with Smart Tradzt.
|"Credentials" means an identification code and a password for each individual User provided by Smart Tradzt to access and use the Services.
|"Infrastructure" means all software, technology, websites, platform and any updates or changes to the foregoing owned, licensed or utilised by Smart Tradzt in connection with the delivery and use of the Content. "Materials" means any information, report, analysis, design, specification, instruction, software, hardware or other material.
|"Representative" of a party shall mean any employees, directors or officers of a party and / or its Affiliate, agent, advisors or subcontractors.
|“Services” means the Content and the Infrastructure.
|“Subscriber” means the party that engage Smart Tradzt service.