Terms & Conditions
1.1 This page, and the documents referenced herein, set out the terms and conditions (“Terms and Conditions”) on which you may make use of the Website, whether as a guest or a registered user. This Website is owned and operated by CrozzBorderz Pte. Ltd (“CrozzBorderz”, “KarmaPoints”, “Company”, “us”, “we” or “our” ).
1.2 By browsing, accessing or using the Website or any Services available through it, you hereby indicate that you agree and accept to these Terms and Conditions and that you agree to abide by them. Your use of any part of the Website constitutes your acceptance of these Terms and Conditions which takes effect on the date on which you first use the Website. If you do not agree with these Terms and Conditions, you should cease using the Website immediately.
1.3 We reserve the right to amend these Terms and Conditions at any time without notice to you by posting changes online. You are responsible to regularly review information posted in the Website to obtain timely notice of such changes. If you do not wish to be bound by these amended Terms and Conditions, you have the right to delete all of your accounts on our Website and/or to remove our mobile applications. However, your continued use of our Website after changes are posted will be deemed to constitute acceptance of the amended Terms and Conditions.
The following terms shall have the following respective meanings:
2.1 “Referring Retailer” means a third-party retail business company listed on the Website, and who may have referred you to the Website via an invitation link.
2.2 “Referrer” means a person who may have referred you to the Website via an invitation link.
2.3 “Votes” means votes for a Charity Project via the Website.
2.4 “Pending Votes” means the number of Votes available, to be cast via the Website.
2.5 “Charity” means a charity organization listed on the Website.
2.6 “Project” or “Charity Project” means a Charity’s project listed on the Website.
2.7 “KarmaPoints” means KarmaPoints electronic tokens provided via the Website after Votes have been cast via the Website.
2.8 “Voucher” means a Merchant voucher obtained via the Website in exchange for KarmaPoints.
2.9 “Merchant” means a third party who shall supply or provide the goods and/or services for which a Voucher can be redeemed.
2.10 “Register” means the setting up of a password to complete your account creation on the Website.
2.11 “Service” means all and any of the services provided by the Company via the Website, including but not limited to the content, information services and transaction capabilities on the Website.
2.12 “Voucher Products” means the products and/or services to be supplied and/or provided by the Merchant.
2.13 “Website” refers to karmapoints.net and all their related landing pages or microsites and their mobile app / mobile web equivalents.
3. Use of the Website
3.1 Applicability of the Terms and Conditions: Your usage of the Website, any of the Services and/or any other transactions that may be performed or conducted through the Website are each subject to these Terms and Conditions.
3.2 Eligibility: To use the Website, the Services and/or to make any Purchase, you must be eighteen (18) years of age or over.
3.3 Place: The Website and/or the availability of the Services and/or any Purchase are directed solely to those who access the Website from the countries that are listed on the Website. We make no representation that the Services are available or otherwise suitable for use by persons outside the listed countries. If you choose to access the Website (including the use of the Services) from locations outside of the listed countries, you hereby agree that you do so on your own initiative and are responsible for the consequences and for compliance with all applicable laws.
3.4 Scope: The availability of the Website, Services and/or any Purchase are strictly for your non-commercial, personal use only. Commercial use for any business purposes or use on behalf of any third party is prohibited, except as explicitly permitted by us in advance. For the avoidance of doubt, scraping of the Website and/or hacking of the Website is not allowed.
3.5 Prohibitions: You shall not misuse the Website. You shall not commit or encourage a criminal offence, transmit or distribute a virus including but not limited to Trojan horse, worm, logic bomb or post any other materials on the Website which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene, corrupt data, cause annoyance other users, infringe upon the rights of any other person’s proprietary rights or send any unsolicited advertising or promotional material. We reserve the right, at our own discretion, to prevent you from using the Website and/or the Services (or any part thereof).
3.6 Equipment: Your agreement to use the Services and/or the Website does not include the provision of a computer or any other necessary equipment by us to you in achieving any of the said purposes. To use the Website, the Services and/or to make a Purchase, you will require internet connectivity and appropriate telecommunication links. We shall not be liable for any telephone costs, telecommunications costs or other costs that you may incur in connection with the same.
4. Registration for the account
4.1 Referral email links: You may receive emails from Referrers or Referring Retailers inviting you to vote on the KarmaPoints platform. Such referral emails may contain a personalized referral link with your personal email address embedded within it. You must not forward such emails to any other person as doing so may allow such person to access certain Services, and to transact on your behalf. You agree that any person to whom your referral email(s) is/are disclosed is authorised to act as your agent for the purposes of using (and/or transacting via) your account. Please note that you are entirely responsible if you do not maintain the confidentiality of your referral link embedded in your referral emails.
4.3 Why to register: You may not need to Register to use much of the functionality of the Website or to access much of the Services. However, certain Services and related features that may be made available on the Website may require registration. For example, it may be possible to cast Votes without Registering but it may not be possible to exchange KarmaPoints for Vouchers without Registering.
4.5 Passwords: You must keep the password confidential and immediately notify us if any authorised third party becomes aware of that password or if there is any unauthorised use of your email address or your account or any breach of security known to you. You agree that any person to whom your username or password is disclosed is authorised to act as your agent for the purposes of using (and/or transacting via) your account. Please note that you are entirely responsible if you do not maintain the confidentiality of your password.
4.6 Valid email addresses: Your account must be registered with a valid personal email address that you access regularly, so that, among other things, administration emails can be sent to you. Any accounts which have been registered with someone else’s email address or with temporary email addresses may be closed without notice. We may require you to validate your account.
4.7 Closing accounts: Subject to any other provisions hereinafter contained, we reserve the right to close your account if you are seen to be using proxy IPs (Internet Protocol addresses) to subvert the acceptable use of the Website as laid out herein.
4.8 Multiple logins: If you use multiple logins or accounts for the purpose of disrupting a community or annoying other users, we reserve the right to take any action which we deem fit against your account, your use of the Website and/or any of the Services.
5. Voting, KarmaPoints and Vouchers
5.1 Voting: If you have Pending Votes, you may be able to Vote for one or more Charity Projects via the Website. We reserve the right to add and remove Charities and Charity Projects from the Website at any time, without providing any notice. By registering your account and/or casting your Vote, you acknowledge that you permit us to create and maintain an account for you, identified by your email address. By casting your Vote, you expressly permit us to receive, store and process your shopping transaction information, from, and relating to, any and all Referring Retailers that your email address has a registered account with. By casting your Vote, you expressly permit us to share your email address with Charities, Referring Retailers and Merchants.
5.2 KarmaPoints: We may allocate digital token(s) called KarmaPoints to your account, when you cast your Vote(s). KarmaPoints have no monetary value ascribed to them and may expire over time. We reserve the right to change the expiry timeframe for KarmaPoints without providing any notice. We reserve the right to make changes to the way KarmaPoints are managed, processed and used via the Website, without providing any notice. We reserve the right to determine, and from time to time to change, the number of KarmaPoints allocated for each Vote cast by you.
5.3 Vouchers: If you have KarmaPoints allocated to your account, you may be able to exchange them for Vouchers offered by Merchants via the Website. We reserve the right to add or remove such offers at any time, without providing any notice. Once a Voucher is issued to you via the Website, the exchanged KarmaPoints cannot be reinstated or refunded.
5.4 Voucher Products: If you receive Vouchers via the Website, you may be able redeem those Vouchers for Voucher Products from the Merchant. Any such redemption is between you and the Merchant and is subject to the Merchant’s terms & conditions. You hereby acknowledge that the Merchant is:
5.4.1 the provider of the Voucher codes received from the Website
5.4.2 the seller or provider of the Voucher Products;
5.4.3 solely responsible for providing you with the Voucher Products; and
5.4.4 solely responsible for redemption of any Voucher you have received from the Website.
5.5 Emails: We reserve the right to send you administrative and promotional emails. We may also send you information regarding your account activity, as well as updates about the Website, the Services, the Voucher as well as any other promotional offers. You are able to unsubscribe at any time by clicking the unsubscribe link at the bottom of any of such e-mail correspondence.
5.6.1 Reproduction, sale, resale or trade of a Voucher is prohibited. Any attempt to carry out any of these will potentially void the Voucher at our discretion.
5.6.2 If the Voucher is redeemed for less than its face value, there is no entitlement to a cashback, cash or new Voucher equal to the difference between the face value and the amount redeemed.
5.6.3 Vouchers are redeemable in their entirety only and may not be redeemed incrementally.
5.7 Combination: It is at the discretion of the Merchant to determine whether the Voucher can be combined with any other promotions, vouchers, third party certificates or coupons.
5.8 Lost/stolen vouchers: Neither we nor the Merchant are responsible for lost or stolen Voucher or Voucher reference numbers.
5.9 Expiry: The Voucher (including, but not limited to, any discounts provided by the Voucher) expires on the date specified. Any subsequent redemption upon the expiry of the Voucher will not be entertained.
5.10 Status of vouchers: All Vouchers are promotional vouchers that are subject to these Terms and Conditions and/or any terms and conditions as may be specified by the relevant Merchant.
5.11.1 Referrals to Corporates: You may use the Website to provide us with details of Corporates, Brands, Retailers that you would like to see featured on the Website. At our sole discretion we may contact the Corporate, Brand or Retailer and may include details relating to your referral in our communication with such entity.
5.11.2 Referrals to other individuals: You may use the Website to provide us with details of other people known to you, whom you would like to refer to the Website. By providing us with such details you warrant that you have sought and obtained the permission of such individuals to provide us with their details and for us to make contact with such individuals, using the details provided by you. Not obtaining the permission of such individuals may be construed, at our sole discretion, as misuse of the Website. Upon you providing such details to us, we may at our sole discretion reach out to such individuals and we may disclose to such individuals that you have provided their details to us. You acknowledge and accept that any person receiving a Referral email may not be able to avail any/all of the Services until they also become a registered customer of one or more of our Referring Retailers and have transacted with such Referring Retailer. We may, from time to time, offer free Pending Votes to you and/or people you refer, with such free Pending Votes only be provided after the referred person has made their first redemption of KarmaPoints for a Merchant Voucher.
5.12 Social media: The material and content accessible from the Website is the proprietary information of the Company or of the party that provided or licensed the content to the Company whereby such providing party retains all right, title, and interest in such content. Accordingly, the content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without our prior written consent, except that you may print out a copy of the content solely for your personal use, and you may re-post a single image and up to one hundred (100) words of text from any content if such posting provides a right of attribution to KarmaPoints, and promotes the article on other websites, including social media sites. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the content. Modification or use of the content except as expressly provided in these Terms and Conditions violates our intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to the Website. From time to time, the Website will utilize various plugins or widgets to allow sharing of content via social media channels, email or other methods. Use of these plugins or widgets does not constitute any waiver of our intellectual property rights. Such use is a limited license to republish the content on the approved social media channels, with full credit to the Website.
6. User obligations
6.1 Merchant terms: You hereby acknowledge that the Merchants will have their own applicable terms and conditions in relation to the supply of Voucher Products for the redemption of the Voucher, which you agree to and to abide by.
6.2 Accurate information: You warrant and undertake that all information provided by you when you Register and/or in relation to the creation of your account is true, complete and accurate and that you will promptly inform us of any changes to such information by updating the details in your account.
6.3 Contents on the Website, Services and Voucher: It is your responsibility to ensure that any products, services or information available through the Website or the Service meet your specific requirements.
6.4 Restrictions: Without limitation, you undertake not to use or permit anyone else to use the Services and/or Website:
6.4.1 to send or receive any material which is threatening, grossly offensive, of an indecent, obscene or menacing character, blasphemous or defamatory of any person, in contempt of court or in breach of confidence, copyright, rights of personality, publicity or privacy or any other third party rights;
6.4.2 to send or receive any material which is not civil or tasteful;
6.4.3 to send or receive any material which is technically harmful (including computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);
6.4.4 to send or receive any material for which you have not obtained all necessary licences and/or approvals (from us or third parties); or which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party in any country in the world;
6.4.5 to intercept or attempt to intercept any communications transmitted by way of a telecommunications system;
6.4.6 for a purpose other than which we have designed them or intended them to be used;
6.4.7 for any fraudulent purpose;
6.4.8 to cause annoyance, inconvenience or needless anxiety;
6.4.9 other than in conformance with accepted Internet practices and practices of any connected networks; or
6.4.10 in any way which is calculated to incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group or entity.
6.5 Forbidden uses: The following use of the Services, the Website and/or the Voucher are expressly prohibited and you undertake not to do (or to permit anyone else to do) any of the following:
6.5.1 resale of any Voucher;
6.5.2 furnishing false data including false names, addresses and contact details and fraudulent use of credit/debit card numbers;
6.5.3 attempting to circumvent our security or network including accessing data not intended for you, logging into a server or account you are not expressly authorised to access, or probing the security of other networks (such as running a port scan);
6.5.4 accessing the Services and/or Website in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large load on our infrastructure;
6.5.5 executing any form of network monitoring which will intercept data not intended for you;
6.5.6 sending unsolicited mail messages, including the sending of junk mail or other advertising material to individuals who did not specifically request such material. You are explicitly prohibited from sending unsolicited bulk mail messages. This includes bulk mailing of commercial advertising, promotional, or informational announcements, and political or religious tracts.
6.5.7 creating or forwarding “chain letters” or other “pyramid schemes” of any type, whether or not the recipient wishes to receive such mailings;
6.5.8 sending malicious email, including flooding a user or site with very large or numerous emails;
6.5.9 entering into fraudulent interactions or transactions with us or a Merchant (which shall include entering into interactions or transactions purportedly on behalf of a third party where you have no authority to bind that third party or you are pretending to be a third party);
6.5.10 using the Services or Website (or any relevant functionality of either of them) in breach of this Terms and Conditions;
6.5.11 unauthorised use, or forging, of mail header information;
6.5.12 engage in any unlawful activity in connection with the use of the Website and/or the Services or any Voucher; or
6.5.13 engage in any conduct which, in our exclusive reasonable opinion, restricts or inhibits any other customer from properly using or enjoying the Website or Service.
7. Rules about use of the service and the website
7.1 We will use reasonable endeavours to correct any errors or omissions as soon as practicable after being notified of them. However, we do not guarantee that the Services or the Website will be free of faults (or Vouchers will be free of error) and we do not accept liability for any errors or omissions. In the event of an error or fault, you should report it by email to: email@example.com.
7.2 We do not warrant that your use of the Services or the Website will be uninterrupted and we do not warrant that any information (or messages) transmitted via the Services or the Website will be transmitted accurately, reliably, in a timely manner or at all.
7.3 We do not give any warranty that the Services or the Website is free from viruses or anything else which may have a harmful effect on any technology.
7.4 We will use reasonable efforts to allow uninterrupted access to the Services and the Website, however we shall not be held liable in the event access to the Services and the Website may be suspended, restricted or terminated at any time.
7.5 We reserve the right to change, modify, substitute, suspend or remove without notice any information forming part of the Services from time to time. Your access to the Website and/or the Services may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can. We assume no responsibility for functionality which is dependent on your browser or other third-party software to operate. For the avoidance of doubt, we may also withdraw any information or Voucher from the Website or Service at any time.
7.6 We reserve the right to block access to and/or to edit or remove any material which in our reasonable opinion may give rise to a breach of any of these Terms and Conditions.
7.7 We reserve the right to stop the provision of Services at any time, for any reason and without notice. This may result in any Pending Votes and/or unused VotePoints becoming unusable and/or being voided.
8. Suspension and termination
8.1 If you (or any other third party authorised by you) use the Website, the Services in contravention of these Terms and Conditions, we may suspend your use of the Services and/or the Website (in whole or in part).
8.2 Upon suspension of usage, we may refuse to restore the Services or Website until we receive an assurance from you, in the format that we deem acceptable. that there will be no further breach of the provisions of these Terms and Conditions.
8.3 We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone who is in breach of these Terms and Conditions.
8.4 Without limitation to anything else in this Clause 8, we shall be entitled to immediately or at any time (in whole or in part) to suspend your use of the Services and/or Website and/or suspend the use of the Services and/or Website for persons we believe to be connected (in whatever manner) to you if:
8.4.1 you commit any breach of this Terms and Conditions;
8.4.2 we suspect, on reasonable grounds, that you have, might or will commit a breach of these Terms and Conditions; or
8.4.3 we suspect, on reasonable grounds, that you may have committed or be committing any fraud against us or any person.
8.5 Notwithstanding any other provisions hereinafter contained, we may terminate or suspend your use of the Website and/or Services at any time.
8.6 Our right of termination and/or suspension herein shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.
9.1 You shall defend, indemnify and hold us and our affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Website and/or Services or the placement or transmission of any message, information, software or other materials through the Website by you or related to any violation of these Terms and Conditions by you or authorised users of your account.
10. Standards and limitation of liability
10.1 We warrant and represent that:
10.1.1 we will exercise reasonable care and skill in performing any obligation under these Terms and Conditions, and
10.2 This Clause 10 prevails over all other provisions in these Terms and Conditions and sets forth our entire Liability, and your sole and exclusive remedies in respect of:
10.2.1 the performance, non-performance, purported performance or delay in performance of this Terms and Conditions and/or any part of the Services; or
10.2.2 otherwise in relation to these Terms and Conditions or the entering into or performance of these Terms and Conditions.
10.3 Nothing in this Agreement shall exclude or limit our Liability for (i) fraud; (ii) death or personal injury caused by our Breach of Duty or these Terms and Conditions; (iii) any breach of the obligations implied by relevant local governing laws; or (iv) any other Liability which cannot be excluded or limited by applicable law.
10.4 We hereby exclude all Liability in respect of:
10.4.1 the accuracy, completeness, fitness for purpose or legality of any information accessed using the Service or Website or otherwise; and
10.4.2 the transmission or the reception of or the failure to transmit or to receive any material of whatever nature; and
10.4.3 your use of any information or materials on the Website (which is entirely at your own risk and it is your responsibility);
10.4.4 Voucher Products for which Vouchers may be redeemed and in respect of the quality, safety, usability or any other aspect of the products or services in respect of which is Voucher may be redeemed).
10.5 Save as provided in Clause 10.3 but subject to Clause 10.6, we do not accept and hereby exclude any Liability for loss of or damage to your (or any person’s) tangible property other than that caused by our Breach of Duty.
10.6 Save as provided in Clause 10.3 but subject to Clauses 10.4.3 and 10.8, our Liability for loss of or damage to your (or another person’s) tangible property caused by us, our employees, subcontractors or agents acting within the course of their employment during the performance of this Agreement, shall not exceed SGD 1. Neither corruption of data nor loss of data shall constitute physical damage to property for the purposes of this Clause 10.6.
10.7 Save as provided in Clause 10.3, we do not accept and hereby exclude any Liability for Breach of Duty other than any such Liability arising pursuant to the terms of this Agreement.
10.8 Save as provided in Clause 10.3, we shall have no Liability for:
10.8.1 loss of revenue;
10.8.2 loss of actual or anticipated profits;
10.8.3 loss of contracts;
10.8.4 loss of the use of money;
10.8.5 loss of anticipated savings;
10.8.6 loss of business;
10.8.7 loss of opportunity;
10.8.8 loss of goodwill;
10.8.9 loss of reputation;
10.8.10 loss of, damage to or corruption of data; or
10.8.11 any indirect or consequential loss; and such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, Clauses 10.8.1 to 10.8.10 apply whether such losses are direct, indirect, consequential or otherwise.
10.9 Save as provided in Clause 10.3, our total Liability to you or any third party shall in no circumstances exceed, in aggregate, a sum equal to the greater of: a) SGD 1; or b) 100% of any aggregate amount paid by you to us in the 12 months preceding any cause of action arising.
10.10 The limitation of Liability under Clause 10.9 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.
10.11 In this Clause 10:
10.11.1 “Liability” means liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including, without limitation, liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, all references to “this Agreement” shall be deemed to include any collateral contract); and
10.11.2 “Breach of Duty” means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).
11. Data protection
12.1 We may place advertisements in different locations on the Website and at different points during your use of the Website and/or Services. These locations and points may change from time to time - but we will always clearly mark which goods and services are advertisements (i.e. from persons other than us), so that it is clear to you which goods and services are provided on an objective basis and which are not (i.e. the advertisements).
12.2 You are free to select or click on advertised goods and services or not as you see fit.
12.3 Any advertisements may be delivered on our behalf by a third-party advertising company.
13. Links to and from other websites
13.1 Where the Website contains links to third party sites and to resources provided by third parties (“Third Party Sites”), those Third Party Sites are merely linked to provide information only and are solely for your convenience. We have no control over and we assume no responsibility for the content of Other Sites (including, without limitation, relating to social networking sites such as Facebook) and we accept no responsibility for any loss or damage that may arise from your use of them. If you decide to access any of the Third Party Sites linked to the website, you hereby agree to do so entirely at your own risk.
13.2 This Website may make available access to Microsites and if it does, it may do so within or otherwise through external hyperlinks.
14. Intellectual property rights
14.1 All intellectual property rights (including all copyright, patents, trademarks, service marks, trade names, designs) whether registered or unregistered) in the Website and Service, information content on the Website or accessed as part of the Service, any database operated by us and all the website design, text and graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code and software (including applets and scripts) shall remain the sole and exclusive of our property (or that of our licensors). You shall not, and shall not attempt to, obtain any title to any such intellectual property rights. All rights are reserved.
14.2 None of the materials listed in Clause 14.1 may be reproduced or redistributed or copied, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, sold, rented or sub-licensed, used to create derivative works, or in any way exploited without our prior express written permission. You may, however, retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not on any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website without our permission.
14.3 All rights (including goodwill and, where relevant, trade marks) in the trade name of KarmaPoints are owned by us (or our licensors). Other product and company names mentioned on the Website are the trademarks or registered trademarks of their respective owners.
14.4 Title, ownership rights and intellectual property rights in and to the content accessed using the Service is the property of the applicable content owner or Merchant and may be protected by applicable copyright or other law. The Agreement gives you no rights to such content.
14.5 The authors of the literary and artistic works in the pages in the Website have asserted their moral rights to be identified as the author of those works.
14.6 Subject to Clause 14.7, any material you transmit or post or submit to the Website (or otherwise to us) shall be considered (and we may treat it as) non-confidential and non-proprietary, subject to our obligations under data protection legislation. If for some reason, any part of that statement does not work as a matter of law, then for anything which you supply to us from whatever source (i.e. via email, the Website or otherwise) you grant us a royalty-free, perpetual, irrevocable, non-exclusive right to use, copy, modify, adapt, translate, publish and distribute world-wide any such material.
14.7 All comments, suggestions, ideas, notes, drawings, concepts or other information: (i) disclosed or offered to us by you; or (ii) in response to solicitations by us regarding the Service or the Website; (in each foregoing case, these are called “Ideas”) shall be deemed to be and shall remain our property and you hereby assign by way of present and future assignment all intellectual property rights in Ideas, to us. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and we assume no obligation, express or implied by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.
15.1 Interpretation: In this Agreement:
15.1.1 words denoting persons includes natural persons, partnerships, limited liability partnerships, bodies corporate and unincorporated associations of persons;
15.1.2 the headings and titles for each clause are purely for ease of reference and do not form part of or affect the interpretation of this Agreement; and’
15.1.3 references to “include” and “including” shall be deemed to mean respectively “include(s) without limitation” and “including without limitation”.
15.2 No partnership/agency: Nothing in this Terms and Conditions shall be construed to create a joint venture, partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.
15.3 No other terms: Except as expressly stated in this Terms and Conditions, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.
15.4 Assignment: You shall not assign or delegate or otherwise deal with all or any of your rights or obligations under this Terms and Conditions without our prior written consent. We shall have the right to assign or otherwise delegate all or any of our rights or obligations under this Terms and Conditions to any person.
15.5 Force majeure: We shall not be liable for any breach of our obligations under this Terms and Conditions where we are hindered or prevented from carrying out our obligations by any cause outside our reasonable control, including by lightning, fire, flood, pandemic, extremely severe weather, strike, lock-out, labour dispute, act of God, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law, accident (or by any damage caused by any of such events).
15.6 Entire agreement: This Terms and Conditions contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to the establishment of formation of contract contemplated herein except as expressly stated in this Terms and Conditions. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Terms and Conditions (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party’s ability to perform this Terms and Conditions) and that party’s only remedies shall be for breach of contract as provided in this Terms and Conditions.
15.7 No waiver: No waiver by us of any default of yours under this Terms and Conditions shall operate or be construed as a waiver by us of any future defaults, whether or a like or different character. No granting of time or other forbearance or indulgence by us to you shall in any way release, discharge or otherwise affect your liability under this Terms and Conditions.
15.8 Notices: Unless otherwise stated within this Terms and Conditions, notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail (other than, if you are sending a notice to us for the purpose of legal process) sent by fax or by pre-paid post, to you at the address you supplied to us or to us at our registered office.
15.9 Third party rights: All provisions of this Terms and Conditions apply equally to and are for the benefit of KarmaPoints, its subsidiaries, any holding companies of KarmaPoints, its (or their) affiliates and its (or their) third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf (save that this Terms and Conditions may be varied or rescinded without the consent of those parties). Subject to the previous sentence, no term of this Terms and Conditions is otherwise enforceable pursuant to the relevant local governing laws by any person who is not a party to it.
15.10 Survival: In any event, the provisions of Clauses 7, 9, 10 and 14 of this Terms and Conditions, together with those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of the Terms and Conditions or your use of the Website and/or Services. In the event you use the Website or Service again, then the provisions of the terms and conditions that then apply will govern your re-use of the Website or Service. In the event you use Voucher bought under this Terms and Conditions, then those provisions applicable to Voucher will survive termination of this Terms and Conditions or your use of the Website and/or Services.
15.11 Severability: If any provision of this Terms and Conditions is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and where capable the validity and enforceability of the remaining provisions of this agreement shall not be affected.
15.12 Governing law: This Terms and Conditions (and all non-contractual relationships between you and us) shall be governed by and construed in accordance with the relevant local governing laws and both parties hereby submit to the exclusive jurisdiction of the courts of Singapore.
Last updated: 1st Oct 2022