Last updated: [02 July 2019]
This is an Agreement between you and ITASK PTE. LTD., a company incorporated in Singapore ("iTask"). References to "iTask", "we", "our", or "us" are to iTask and references to "you", "your" or "yourself" are to the Users (as defined below) with whom iTask enters into this Agreement.
If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that (a) you have full legal authority to bind your employer or the applicable entity to this Agreement; (b) you have read and understood the contents of this Agreement; and (c) you agree, on behalf of your employer or the entity you represent, to this Agreement. If you do not have the legal authority to bind your employer or the applicable entity to this Agreement, you must not on behalf of your employer or the applicable entity sign up for an Account (as defined below), use any Account (as defined below), use the Platform (as defined below) or otherwise communicate any acceptance of this Agreement to iTask.
By signing up for an Account (as defined below), by using an Account (as defined below), by using the Platform (as defined below) or otherwise by communicating your acceptance of this Agreement to iTask, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement and all other documents herein referred to.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement, unless the context otherwise requires:
"Acceptable Use Policy" means acceptable use policy set out on this webpage ([https://help.itask.com.sg/?p=home&qid=7#a]), as varied or amended by us from time to time in our sole discretion.
"Account" means an account registered with us enabling you to use the Platform.
"Requesters" means the Users obtaining or seeking to obtain Task Services from Taskers on the Platform.
"Content" means any images, photographs, designs, graphics, logos, marks, audio files, video, software, technology, communications, text, links, artwork, animations, illustrations, data, material, information and other content.
"Fee Schedule" means the fee schedule set out on this webpage ([https://help.itask.com.sg/?p=home&qid=10#a]), as varied or amended by us from time to time in our sole discretion.
"Identity Checks" means any checks done by us to verify the identity, qualification or skills of any User (including, but not limited to, verification of mobile phone number, verification of payment information, references or integration with third party social media accounts).
"Platform" means collectively the Site and Services.
"Services" means the services available online through the Site which enables (a) the Requesters to publish Task Postings on the Site; (b) the Taskers to make Task Offers in response to a Task Posting on the Site; and (c) the Requesters to accept Task Offers for their Task Postings.
"Site" means the website located at https://www.itask.com.sg/ and any of our associated websites, application programming interface (API) and applications.
"Task Completion" means, with respect to a Task Contract, the completion of the Task Services thereunder, as determined in accordance with clause 4.6.
"Task Contract" means the separate contract which is formed between a Requester and a Tasker for services to be rendered as described in the Task Posting. The Task Contract shall be in the form set out on this webpage ([https://help.itask.com.sg/?p=home&qid=6#a]), as varied or amended by us from time to time in our sole discretion.
"Task Fees" means the agreed price for a Task Posting made by the Requester, but does not include any costs incurred by the Tasker when completing additional work which the Requesters agrees to reimburse.
"Task Offer" means an offer made by a Tasker in response to a Task Posting to provide the Task Services.
"Task Posting" means the Requester's invitation on the Platform for Task Offers to be submitted by Taskers, Task Services, and includes the deadline for completion, price and description of the Task Services to be provided.
"Task Services" means the services described in a Task Posting to be provided by a Tasker.
"Taskers" means the Users providing or seeking to provide Task Services to Requesters on the Platform.
"User Content" means Content uploaded, transmitted, posted or submitted to us through the Platform by a User.
"User" means any visitor or user of the Platform, and shall include you, the Requester and the Tasker.
1.2 Interpretation. In this Agreement, unless the context otherwise requires:
1.2.1 headings, underlines and bold type are for ease of reference only and shall not affect the interpretation of this Agreement;
1.2.2 the singular includes the plural and the plural includes the singular;
1.2.3 other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;
1.2.4 references to a document include all amendments or supplements to, or replacements or novations of that document;
1.2.5 references to a party to a document includes the successors and permitted assigns;
1.2.6 references to time is a reference to Singapore time;
1.2.7 no provision of this Agreement shall be construed adversely to a party because that party was responsible for the preparation of this Agreement or that provision;
1.2.8 a reference to a clause, attachment, exhibit or schedule is a reference to a clause, attachment, exhibit or schedule to this Agreement, and a reference to this Agreement includes any attachment, exhibit and schedule;
1.2.9 a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them;
1.2.10 the terms "personal data" and "processing" (when used in relation to personal data) shall have the meanings given to them in the Personal Data Protection Act 2012 (Act 26 of 2012) of Singapore;
1.2.11 the terms "related corporation" and "corporation" shall have the meanings given to them in the Companies Act (Chapter 50) of Singapore; and
1.2.12 the expression "including" or similar expression does not limit what else is included.
2. THE PLATFORM
2.1 Eligibility. We grant you the limited, worldwide, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Platform, subject to you complying with all of the following conditions:
2.1.1 if you are an individual, you must be at least 18 years old;
2.1.2 if you are not an individual:
(a) you must be validly existing under the laws of the jurisdiction of your incorporation or registration; and
(b) the individual using the Platform on your behalf must have full legal authority to bind you;
2.1.3 you must at all times comply with and satisfy all of our due diligence procedures and requirements (including, but not limited to, complying with our Identity Checks from time to time);
2.1.5 all such other terms and conditions (including, but not limited to, your representations and warranties) as are set out or incorporated herein and as we way from time to time amend and/or notify you of on the Platform.
2.2 Marketplace Venue. The Platform is only a marketplace venue enabling connections to be made between Users for the fulfilment of Task Postings. We are not responsible for the performance, communications, or any aspect of interaction between the Users and we make no representation or warranty as to the truth or accuracy of any aspect of any information provided by any User. We do not guarantee the fulfilment of any Task Postings and you agree to assume all risks of non-performance. We do not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of the Task Postings, the Task Services, the Taskers and the Requesters (including, but not limited to, the ability of the Taskers to perform tasks or supply items, or the Requester's ability to pay for the services requested).
2.3 Restriction of Features and Functionalities. Certain features and/or functionalities on the Platform may be restricted from time to time in our sole and absolute discretion.
2.4 Ancillary Items. In order to use the Platform, an Internet connection and certain equipment (such as a computer and smartphone) may be required. You are responsible at your own cost and expense for all connections and/or equipment required to use the Platform.
2.5 Support. If you require any assistance with the Platform, you may contact us at email@example.com. We make no representation or warranty on the level of support we will provide to you.
3.1 Opening. In order to use the Platform, you must open an Account by providing us with your name, email address, mobile number, password and/or such other information and documents as we may from time to time require. We may in our sole discretion refuse to open an Account for you or limit the number of Accounts that you may hold.
3.2 Access. Your Account will be secured through the use of such login credentials and other forms of authentication as we may from time to time require. In connection with the security of your Account, we may from time to time prohibit access to your Account from or by any device which we in our sole discretion deem to be a risk to the security of your Account. You are solely responsible for the security of your Account login credentials and other forms of authentication and must keep all login credentials and other forms of authentication strictly secret and confidential. You are responsible for all activities that occurs in or through your Account, and you shall have no claim against us in connection with us acting in reliance of the instructions given or sent from your Account.
3.3 Suspension. We may at any time in our sole discretion suspend any Account for reasons such as (a) any breach or suspected breach of this Agreement; (b) your Account becoming subject to any investigation or court order; (c) any suspicious or illegal activity being detected on your Account; or (d) any other reason. If your Account is suspended, then for the duration of such suspension you may not be able to use the Platform and notwithstanding any provision to the contrary, all withdrawals of Task Fees due to your Account (where applicable) shall not be allowed. Any waiver or exception to the aforesaid shall be in our sole and absolute discretion on a case-by-case basis,
3.4 Closure. We may at any time in our sole discretion close any Account for reasons such as (a) any breach or suspected breach of this Agreement; (b) your Account becoming subject to any investigation or court order; (c) any suspicious or illegal activity being detected on your Account; or (d) any other reason. You may also submit a request for us to close your Account.
3.5 Identity Verification. We may from time to time conduct Identity Checks on our Users.
3.6 Limitations of Identity Checks. You agree that our Identity Checks may not be fully accurate as we are dependent on User-supplied information and/or information or verification services provided by third parties. We do not assume any responsibility for the accuracy or reliability of Identity Checks information or any information provided through the Platform.
4.1 Application. The provisions of this clause 4 applies only to Requesters.
4.2 Creating a Task Posting. When creating, publishing or editing a Task Posting, you agree that:
4.2.1 you will comply with our Acceptable Use Policy;
4.2.2 any Content supplied must not be false, inaccurate or misleading or deceptive.
4.2.3 any Content supplied must not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or intellectual property rights, rights of publicity, confidentiality or privacy;
4.2.4 any Content posted on the Platform must not, in any way whatsoever, be potentially or actually harmful to us or any other person. Harm includes, but is not limited to, economic loss that will or may be suffered by us; and
4.2.5 you are granting us the unrestricted, worldwide, royalty-free and irrevocable licence to use, reproduce, modify and adapt any content and information posted on the Platform for the purpose of publishing materials on the Platform and as otherwise may be required to provide the Platform, for the general promotion of the Platform, and as permitted by this Agreement.
4.3 Pricing of Task Posting. You are solely responsible for the pricing of your Task Posting. We reserve the absolute and sole discretion to impose restrictions, floors and/or ceilings on the pricing for each Task Posting.
4.4 Separate Agreement. When you accept a Task Offer from a Tasker for your Task Posting:
4.4.1 you are entering into a separate legal and binding agreement with the Tasker in the form of the Task Contract;
4.4.2 you agree to comply with the Task Contract and this Agreement during the engagement, performance and completion of the Task Services;
4.4.3 you determine whether you will be present when the Task Services are performed and/or completed, and if you choose not to be present when the Task Services are performed and/or completed, you agree that the person present when the Task Services are performed and/or completed (for example, your spouse or friend) shall be deemed your agent and the Tasker may take and follow such agent's direction as if given by the Requester himself or itself;
4.4.4 you agree to pay to us all fees chargeable by us hereunder and the Task Fees; and
4.4.5 you agree to notify us of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally via us.
4.5 Cancellation. We may from time to time allow you to cancel your Task Postings. However, we may charge cancellation fees.
4.6 Completion. With respect to a Task Posting, Task Completion shall be deemed achieved:
4.6.1 when you confirm completion of the Task Services through the Platform; or
4.6.2 if you fail to confirm completion of the Task Services within one (1) week following the Tasker's confirmation that the Task Services are completed, upon the effluxion of such one (1) week period; or
4.6.3 if you fail to notify us of any dispute with the Task Services within one (1) week following the Tasker's confirmation that the Task Services are completed, upon the effluxion of such one (1) week period.
4.7 Dispute with Tasker. If you have any complaints or dispute with a Tasker, such complaints or dispute must be taken up with the Tasker directly. If, at your or the Tasker's request, we at our absolute discretion agree to assist in a dispute between you and a Tasker:
4.7.1 you acknowledge and agree that we are acting as experts (and not as arbitrators), and you may at any time proceed with legal proceedings against the Tasker in an applicable court of law;
4.7.2 you agree that we may at any time withdraw from assisting you in this dispute;
4.7.3 you must co-operate with all investigation conducted by us and provide us with all such information and documents as we may from time to time reasonably request;
4.7.4 until such time the dispute is resolved, we shall have the right to (a) extend the authorization on your credit or debit card for the Task Fee; or (b) charge your credit or debit card for the Task Fee and hold such amounts in escrow;
4.7.5 you consent to us disclosing your personal data to the Tasker for purposes in connection with this dispute; and
4.7.6 you agree to abide and be bound by the final determination made by us (acting reasonably) on this dispute and to the return and/or release of the Task Fees accordingly.
4.8 Removal. Notwithstanding any provision to the contrary, we reserve the right at any time without notice to you and for whatsoever reason to remove any Content and/or Task Posting that you have submitted to the Platform or to cancel or suspend your Account and/or any Task Contract.
5.1 Application. The provisions of this clause 5 applies only to Taskers
5.2 Performance of Task Posting. When submitting a Task Offer or providing any Task Services, you agree that:
5.2.1 you will comply with our Acceptable Use Policy;
5.2.2 you will provide timely and high-quality services to the Requester with due care, skill and diligence;
5.2.3 you will only offer and provide Task Services for which you have the necessary skills and expertise, and you will provide the Task Services safely and in accordance with all applicable laws;
5.2.4 you must not, when providing the Task Services, charge the Requester any fees on top of the Task Fees. However, the parties to a Task Contract may agree to amend the Task Fee through the Platform;
5.2.5 you must fulfil the Task Services in accordance with the Task Contract, unless the Task Posting is prohibited by law, this Agreement, an agreement between the User and a third party or by any of our policies;
5.2.6 you must not request for payments outside of the Platform from the Requester except to the extent permitted by clause 5.2.5; and
5.2.7 if you agree to pay some costs of completing the Task Services (such as providing additional equipment), you are solely responsible for obtaining any reimbursement from the Requester. We advise Taskers not to agree to incur any costs in advance of receiving payment from Requesters, unless the Tasker is confident that the Requester will reimburse the costs promptly. We advise Taskers to retain all supporting documents of the cost incurred.
5.3 Tax and Regulatory Compliance. You must have the right to provide services under a Task Contract and work in the jurisdiction in which the Task Services are performed. You are solely responsible for complying with any tax and regulatory obligations in relation to any payment received pursuant to a Task Contract.
5.4 Separate Agreement. When the Requester has accepted your Task Offer to a Task Posting:
5.4.1 you are entering into a separate legal and binding agreement with the Requester in the form of the Task Contract;
5.4.2 you agree to comply with the Task Contract and this Agreement during the engagement, performance and completion of the Task Services;
5.4.3 you agree to appoint us as limited collection agent for you, to facilitate payment of the Task Fee by the Requester to you through the Platform;
5.4.4 you agree that the Task Fee will be only be released by us to you following Task Completion; and
5.4.5 you agree to notify us of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally via us.
5.5 Task Completion. Upon completion of the Task Services, you may inform us of the same through the Platform. However, payment of the Task Fees will only be released to you upon Task Completion.
5.6 Dispute with Requester. If you have any complaints or dispute with a Requester, such complaints or dispute must be taken up with the Requester directly. If, at your or the Requester's request, we at our absolute discretion agree to assist in a dispute between you and a Requester:
5.6.1 you agree that we are acting as experts (and not as arbitrators), and you may at any time proceed with legal proceedings against the Requester in an applicable court of law;
5.6.2 you agree that we may at any time withdraw from assisting you in this dispute;
5.6.3 you must co-operate with all investigation conducted by us and provide us with all such information and documents as we may from time to time reasonably request;
5.6.4 you consent to us disclosing your personal data to the Requester for purposes in connection with this dispute; and
5.6.5 you agree to abide and be bound by the final determination made by us (acting reasonably) on this dispute and to the return and/or release of the Task Fees accordingly.
5.7 Removal. Notwithstanding any provision to the contrary, we reserve the right at any time without notice to you and for whatsoever reason to remove any Content, Task Posting and/or Task Offer that you have submitted to the Platform or to cancel or suspend your Account and/or any Task Contract.
6.1 Payment. You agree to pay to us:
6.1.1 all of our fees set out in the Fee Schedule, as we may from time to time revise in our sole discretion; and
6.1.2 all Task Fees due to the Taskers.
6.2 Payment Method. Payment of all fees and the Task Fees hereunder shall be through credit or debit card, or such other payment methods as we may from time to time permit on the Platform. You may be required to provide your payment method details to us and any third party we may use to process payments. For all credit or debit card details you provide us with, you represent and warrant that you have all necessary consents and approvals to use such credit or debit card and that we are authorized to disclose such credit or debit card details to our third party payment processors.
6.3 Charging your Card.
6.3.1 When the Requester creates a Task Posting, the Requester is authorising us to confirm with the issuing bank of the Requester's credit or debit card that it is a valid account, through an authorisation or such other reasonable procedures.
6.3.2 When the Requester accepts a Task Offer, the Requester is authorising us to request for a card authorisation hold on the Requester's credit or debit card for the full Task Fee and any other applicable fees chargeable hereunder in respect of the Task Posting. Such authorisation shall include any extension or renewal of such card authorisation hold for so long as Task Completion is not achieved or (if applicable) until such time any dispute between the Requester and the Tasker is resolved.
6.3.3 Upon Task Completion, the Requester is deemed to have authorised us to charge the Requester's credit or debit card for the full Task Fee and all fees chargeable by us under the Fee Schedule.
6.4 Release of Task Fees.
6.4.1 Following Task Completion, the Task Fees (less all fees chargeable by us hereunder) shall be released to the Tasker in such manner as prescribed by us from time to time.
6.4.2 Notwithstanding any provision to the contrary, we shall be entitled:
(a) to return the Task Fee to the Requester at any time if the Task Posting, Task Offer, Task Services and/or Task Contract is suspended, cancelled, removed or termination, or for whatsoever reason in our absolute discretion; or
(b) to release and/or return the Task Fee to the Tasker and/or the Requester in such proportions as determined by us in accordance with clauses 4.7.5 and 5.6.5.
6.4.3 You irrevocably agree that you shall have no claim against us for the release of the Task Fee to the Tasker or the return of the Task Fee to the Requester pursuant to the provisions of this Agreement.
6.5 Reimbursement to Tasker. If a Task Posting requires a Tasker to incur additional costs outside of the Platform, the cost incurred will not be included in the calculation of the Task Fee. The Tasker will be solely responsible for obtaining reimbursement from the Requester directly or, if permitted by us, through the Platform (in which event additional fees as set out in the Fee Schedule may apply).
6.6 No Refund. Unless otherwise stated expressly in this Agreement, all fees and charges payable to us are non-cancellable and are non-refundable.
6.7 Dispute with Card Company. In the event of any dispute with your credit or debit card company or financial institution, you shall be solely responsible for resolving them.
6.8 Restriction on Account. We reserve the right to restrict your Account or to suspend the processing of any transaction or to disable or limit the use of your credit or debit card if (a) there are at any time any fees owed to us; (b) there is any transaction error resulting in decline or chargeback from a financial institution; (c) we believe that your credit or debit card has been used fraudulently, illegally or involves criminal activity; or (d) we believe that you are in breach of this Agreement.
6.9 Set Off. All payments made to us shall be without set off, counterclaim, taxes, duties, withholding (except to the extent required by law) and deduction. However, we shall be entitled to, at any time without notice to you and from time to time without prejudice to any other remedies available to us, set off any amounts due to you against any obligation owed by you to us, whether present or future, actual or contingent, liquidated or unliquidated, primary or collateral, several or joint.
6.10 Payment Services Provider. Payment processing services hereunder are provided by Stripe and are subject to the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal), which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to this Agreement or by continuing to operate your Account or use the Platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of us enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it with Stripe along with any transaction information related to your use of the payment processing services provided by Stripe.
7.1 Termination by Us. We may in our absolute and sole discretion close your Account and terminate this Agreement at any time for any reason.
7.2 Termination by You. You may terminate this Agreement at any time by informing us of your intention to terminate this Agreement and requesting us to close your Account. This Agreement shall be deemed terminated upon the closure of your Account, and you shall thereafter cease all use of the Platform.
7.3 Survival. All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
8. REPRESENTATIONS, WARRANTIES, UNDERTAKINGS ANDACKNOWLEDGEMENTS
8.1 Warranties and Undertakings. You represent, warrant and undertake to us as follows:
8.1.1 if you are an individual, you are 18 years of age or older and have full power and authority to enter into this Agreement and to perform all your obligations hereunder;
8.1.2 if you are not an individual:
(a) you must be validly existing under the laws of the jurisdiction of your incorporation or registration; and
(b) the individual using the Platform on your behalf must have full legal authority to bind you;
8.1.3 your entry into this Agreement have been duly and effectively authorized by all necessary actions on your part and this Agreement constitutes binding and enforceable obligations upon you;
8.1.4 the entry into and performance by you of your obligations hereunder do not and will not conflict with or result in a breach of any law, regulation, order, judgment or decree of any court, governmental authority or regulatory body applicable to you;
8.1.5 you will comply with our Acceptable Use Policy;
8.1.6 you will comply in all respects with all laws and regulations applicable to you in relation to your use of the Platform;
8.1.7 you will not knowingly infringe or violate any third party right, or breach any agreements or legal obligations that you may have toward any third party;
8.1.8 you will not submit or post any Content on the Platform which you know to be false, misleading, inaccurate, deceptive or fraudulent;
8.1.9 you will fulfil the commitments you make to other Users;
8.1.10 you will not use the Platform for any immoral or illegal purpose;
8.1.11 you will respect the privacy (including, but not limited to, the private, family and home life), property and data protection rights of Users;
8.1.12 you will not record (whether video, audio or otherwise) your provision of the Task Services to any User or your any interaction with any User;
8.1.13 you will not threaten, abuse, harass, defame, or engage in behaviour that is libellous, tortious, obscene, profane, or invasive of another person's privacy;
8.1.14 you will not distribute unsolicited or unauthorized advertising or promotional material, or any junk mail, spam, or chain letters, and will not run any mailing lists, listservs, or any kind of auto-responder or spam on or through the Platform;
8.1.15 you will not distribute software viruses, or anything else designed to interfere with (a) the proper function of any software, hardware, or equipment on the Platform; (b) the use of the Platform by any other User; or (c) measures put in place to prohibit or prevent you from accessing or using all or part of the Platform;
8.1.16 you will not bypass any measures that we have put in place to secure the Platform, take actions to gain unauthorized access to any system, data, passwords, or other Content, reverse engineer or take apart any aspect of the Platform to access any underlying information, or use any kind of software to crawl, spider or index any part of the Platform;
8.1.17 all Content as you may from time to time submit to us are true, accurate, authentic and not misleading in any manner;
8.1.18 your Account must only be used by yourself and you must not allow any other person to use your Account or to use the Platform through your Account; and
8.1.19 you are fully responsible for all applicable tax with respect to your use of the Platform.
9. INTELLECTUAL PROPERTY
9.1 Our Intellectual Property. We shall retain all rights, title and interests in and to all of our intellectual property rights. Except as expressly provided in this Agreement, no rights or obligations in respect of our intellectual property rights and our Content are granted to you or are to be implied from this Agreement.
9.2 Your User Content. We reserve the right at any time to reject or remove any User Content from the Platform. You will retain all rights, title and interests in and to your User Content, except that whenever you submit User Content to us (whether using the Platform or otherwise):
9.2.1 you are granting us a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, fully paid-up, sub-licensable (without limit as to the number of tiers), transferable licence to use, display, exploit, change, edit, modify, create derivatives of and translate the User Content for any purpose; and
9.2.2 you are representing and warranting to us that (a) you have all necessary rights, licences, consents and permissions to grant the rights and licences to us in the manner set forth in this Agreement; (b) your User Content does not and will not infringe upon the intellectual property rights, proprietary rights, privacy rights, confidentiality, moral rights, rights of publicity of any third party or otherwise violate the provisions of this Agreement or any applicable law; and (c) we will not need to obtain any rights, licences, consents or permissions from (or make any payments to) any third party for any use of your User Content or have any liability to any person or third party as a result of any use or exploitation of your User Content.
9.3 Removal of Content. We shall have the sole and absolute discretion to remove any Content, Task Postings and/or Task Offers (whether submitted by you or otherwise) from the Platform without notice to you.
9.4 Other Content. We grant to you a limited, worldwide, non-exclusive, non-sublicensable, non-transferable, revocable licence to access and use the User Content and our Content solely in connection with your use of the Platform in accordance with this Agreement. You undertake not to reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend modify, adapt, edit, create derivative works out of, licence or otherwise transfer or use any User Content or our Content without our prior written consent. We shall be entitled to revoke this licence to access and use the User Content and our Content at any time.
9.5 No Infringement. You must not in connection with your use of the Services infringe upon any intellectual property rights of us or of any third party.
10. DATA PROTECTION
10.2 Disclosure to Us. Each time you disclose any personal data to us, you are representing and warranting to us that:
10.3 Other User's Personal Data. When you use the Platform, create a Task Posting, make a Task Offer, receive the Task Services, or provide the Task Services, you may receive information about other Users including their personal data. You acknowledge and agree that such information is provided purely for the purpose of fulfilling the Task Services for the applicable Task Posting and may not be used for other purposes (including, but not limited to, marketing) without separate verifiable consent from the User. You will maintain records of all such verifiable consent.
11.1 No Warranties. To the fullest extent permissible under applicable laws, the Platform, our Content, User Content and any other materials made available on the Platform are provided on an "as is", "where is" and "as available" basis without representations and warranties of any kind whatsoever. No opinion, advice or statement of us or of our affiliates, licensors, suppliers, advertisers, sponsors, agents, members or visitors, whether made through the Platform, or on third party platforms or otherwise, shall create any representation or warranty. Your access or use of the Platform and the Task Services is entirely at your own risk and you shall have no recourse whatsoever to us. To the fullest extent permissible under applicable laws, we expressly disclaim any and all representations and warranties (whether express or implied) including, but not limited to, the implied warranties of security, merchantability, satisfactory quality, functionality, fitness for a particular purpose, availability, title, freedom from malicious code and non-infringement.
11.2 Disclaimer of Liabilities. To the fullest extent permissible under applicable laws, we expressly disclaim (and you expressly release us from) all liabilities for (a) the truth, accuracy, adequacy, completeness or reasonableness of any Content contained in or accessed through the Platform; (b) the Platform being interrupted or suffering from errors, loss, corruption, attack, virus, interference, hacking or other security intrusions; (c) your inability to open, use or view any Content; (d) the reliability, validity, accuracy or truthfulness of any Content; (e) any damages or losses relating to your use or attempted use of the Platform; (f) any act or omission of any User; (g) the Task Services (including but not limited to the reliability, safety, timeliness, quality, suitability or availability thereof) and/or the Task Contract; (h) any act, omission, damages or loss suffered by you following a period of any unavailability of the Platform; (i) any act, omission, damages or loss arising from any instructions given from your Account which we have relied and/or acted upon; (j) damages or losses arising from your failure to fulfil any of your obligations hereunder; (k) loss of profits, loss of anticipated savings, loss of business, loss of opportunity, loss of revenue, loss of time, loss of goodwill or injury to reputation, and loss of or harm to data, whether direct or indirect, nor for any punitive, indirect, consequential or special losses, howsoever caused and whether foreseeable or not; (l) losses caused by or in connection with death or personal injury due to your negligence, fraud or wilful misconduct; (m) losses arising from any breach of applicable data protection laws due to your failure to obtain and maintain the relevant consents in order for us to provide the Services pursuant to the provisions hereunder; (n) loss of data, information and records (howsoever caused) and computer malfunction; (o) loss arising from any cause whatsoever through no fault of us (including, but not limited to, any computer or system virus interference, sabotage or any other causes whatsoever which may interfere with your computer systems, and any loss of, destruction to or error in your data, information and records, howsoever caused); and (p) any claims, demands or damages (whether actual, consequential or otherwise) of any kind or nature arising out of or in any way connected with any dispute you may have with one or more Users.
11.3 Not Employment Agency. We are not an employment agency and Users may only use the Platform through the Internet.
11.4 Not Employer. We are not responsible for any Central Provident Fund contributions, work injury compensation or other employment-related payments or benefits of any User.
11.5 No Endorsement. Although the Platform may display or suggest certain Requesters, Taskers and/or Users from time to time or may indicate certain Users with special characteristics (such as, being a verified User or having certain ratings), it is not an endorsement of such Users and you are solely responsible for conducting your own due diligence and other checks on such Users. If you proceed to enter into a legal contract with such Users, you are doing so at your own risk and you shall have no recourse to us.
11.6 No Involvement in Legal Disputes Between Users. The Task Contract is a separate contract between the Requester and the Tasker. Notwithstanding that we may at our sole discretion facilitate discussions between Users, we take no responsibility and shall have no liability for any disputes or violations of agreements between any Users.
11.7 Limitations of Liability. Notwithstanding any provision of this Agreement, our maximum aggregate liability to you arising out of or in connection with this Agreement whenever made shall be limited to SGD100.
11.8 Time Bar. To the extent permissible under applicable laws, any claim arising out of or relating to the Services or this Agreement must be commenced within one (1) year after the cause of action accrues, failing which such cause of action shall be permanently barred.
11.9 Indemnity. You agree to indemnify us, our related corporations, our (and our related corporations') officers, directors, employees, and agents (together, the "Indemnified Parties") against any and all claims, damages, losses, obligations, deficiencies, judgments, awards, demands, penalties, taxes, expenses, disbursements, costs, fines and other liabilities (including, but not limited to, any expenses of investigation and all legal fees and expenses on a solicitor and client basis in connection with any action, suit or proceeding) suffered or incurred by any of the Indemnified Parties arising out of or in connection with:
11.9.1 any misrepresentation or breach of any representation, warranty, undertaking or agreement made by you hereunder;
11.9.2 any infringement of any intellectual property rights as a result of any of your acts or omissions;
11.9.3 any other person's breach of any provision of this Agreement, where such person was able to use the Platform through your Account; and
11.9.4 any breach of applicable data protection laws as a result of any of your acts or omissions.
11.10 Independent Limitations. Each qualification and limitation in this clause 11 shall be construed independently of the others and shall not be limited by any other qualification or limitation.
11.11 Survival. The provisions of this clause 11 shall survive and continue in full force and effect notwithstanding the termination or expiration of this Agreement.
12. CHANGES AND MODIFICATIONS
12.1 Changes to the Platform. You acknowledge and agree that we may from time to time modify or change any part of the Platform without any reference or notice to you.
12.2 Changes to this Agreement. You acknowledge and agree that we may from time to time change the terms of this Agreement by posting a revised version on the Platform. The revised version shall take effect from the published effective date and notification will be made to you through the Platform or via email. If you continue to use the Platform after the notice period, then you will be deemed to have consented to the amendments made in such revised version.
13.1.1 All notices and other communications given by us under this Agreement (including any changes to this Agreement) may be given by:
(a) email, regular mail or SMS to your address or contact number as ordinarily known to us;
(b) through the Platform; or
(c) such other means as we deem necessary.
Such notices and communications shall be deemed received when sent by us.
13.1.2 All notices and other communications given by you under this Agreement must be given to us either:
(a) where permitted by the Platform, through the Platform;
(b) by email to firstname.lastname@example.org, which shall be deemed received at the time it was sent unless you receive an automated response indicating that the recipient was unavailable or that the email was undelivered or undeliverable;
(c) by national prepaid registered post to our registered office address, which shall be deemed received one (1) week following the day it was posted, together with a copy sent by email to email@example.com (which shall not constitute notice); or
(d) by international prepaid registered post to our registered office address, which shall be deemed received one (1) month following the day it was posted, together with a copy sent by email to firstname.lastname@example.org (which shall not constitute notice).
13.2 Force Majeure. We shall not be liable for inadequate performance under this Agreement to the extent caused by any of the following:
13.2.1 a condition such as natural disaster, act of war or terrorism, riot, labour condition, governmental action, and disruption or disturbance of the Internet or energy sources that was beyond our reasonable control; or
13.2.2 any failure or unavailability of the Platform.
13.3 Third Party Sites. Links to other third party sites may be provided on the Platform. You acknowledge and agree that (a) such links do not constitute an endorsement; (b) we have no control over such websites or their Content; and(c) we shall have no liability arising out of or related to such websites or their Content.
13.4 Entire Agreement. This Agreement (together with all documents referenced herein) embodies all the terms and conditions agreed upon between you and us as to the subject matter of this Agreement and supersedes and cancels in all respects all previous agreements and undertakings (if any) between you and us with respect to the subject matter hereof, whether such be written or oral.
13.5 Relationship of Parties. Nothing herein this Agreement shall be construed as creating the relationship of employer and employee, principal and agent, partnership or joint venture or any other fiduciary relationship.
13.6 No Third Party Rights. Except for the Indemnified Parties, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any provision of this Agreement.
13.7 Variation. Any variation to any provision of this Agreement must be in writing and executed by us.
13.8 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, then this Agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision, and the legality, validity and enforceability of such provision in any other jurisdiction shall not be affected.
13.9 No Waiver. No delay or failure by us to exercise or enforce any right, power or remedy under this Agreement shall constitute or operate as a waiver of that right, power or remedy or any other right, power or remedy under this Agreement or operate so as to prevent the subsequent exercise or enforcement of any such right, power or remedy. Any waiver by us must be expressly made in writing and signed by us to be effective.
13.10 Assignment. You may not assign or transfer any of your rights, interests, licences and/or obligation hereunder to anyone else. We may assign or transfer any of our rights, licences, interests and/or obligations at any time to anyone, including as part of a merger, acquisition or other corporate reorganization.
13.11 Dispute Resolution. Any dispute arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
13.12 Governing Law. This Agreement shall be governed by and construed in accordance with Singapore law.
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