Buyer Account User Terms of Service

1. YOUR RELATIONSHIP WITH US

Welcome to Secqrd (“Secqrd”, “we”, “our” or “us”), an online multi-tool warranty management, e-commerce, finance, communications, and customer relationship management (CRM) platform (the “Platform”).

These Buyer Terms of Service (these “Terms”) form an agreement between You and us and set forth the terms and conditions by which You may access and use the Platform, including via access on a web browser, or as a downloadable program or App available via our website, (“Secqrd Site”), or via an app store on Your device (e.g., Apple App Store for iOS or Google Play for Android). The Platform and its related websites, services, products, sub-applications within the Platform, software program and content are collectively referred to herein as the service (“Services”). “You” “Your” refers to the individual who is using or accessing the Services as a buyer account user (“Buyer”, “Buyers”) defined in Section 3. These Terms form a legally binding agreement between You and us. Please take the time to read them carefully.

2. ACCEPTING THESE TERMS

By accessing or using our Services, You confirm that You can form a binding contract with Secqrd, that You accept these Terms and that You agree to comply with them. You also agree to comply with our Acceptable Use Policy (as amended from time to time), which is hereby incorporated into these Terms. Both these Terms and Acceptable Use Policy apply to Your use of the Services. Your access to and use of our Services may also be subject to additional terms which are made available to You from time to time. The terms and conditions of any additional agreement can be found directly on the Platform, on our website, or by request, and are incorporated herein by reference. You accept these Terms by accessing or using our Services. You understand and agree that we will treat Your access to or use of the Services as acceptance of these Terms from that point onwards. These Terms are effective from the date You first access or use the Services unless earlier terminated in accordance with these Terms. By continuing to use the Services, You are deemed to have agreed with the contents of this agreement, should You disagree with the contents stipulate here forth, please stop using the Services immediately. Our Privacy Policy describes our practices over personal data, including the types of personal data we receive and collect from You and how we use and share this data.

3. BUYER

You may access or use the Services as a Buyer user by registering an account on Your own on the Secqrd Buyer Registration Page or an account can be created on behalf of You with Your consent by a business that sold You a product. This business is using the Service to manage their relationship with You on Secqrd, that is referred to as the “Enterprise” user who has separately agreed to the Secqrd Enterprise User Account Terms of Service and/or entered into a subscription agreement with us. For the individual user registered as a Buyer, You may employ the Services by registering a personal account and access the Services for personal or business use, or You may access some Services, such as Secqrd Assets, for business use without registering a separate business account (You are creating Your business assets on Secqrd by using a personal account to manage it). By login or other proper operations, You may upload, review, or delete the asset information, warranty information, purchase information  or personal data (“Buyer Data”) in Your sole discretion as permitted by law and these Terms.

If You are using Secqrd as a Buyer on behalf of an organisation who employs or recruits You as a staff or engages You as a contractor to maintain and manage their assets on behalf of their organisation, then You acknowledge that such Secqrd usage by You under such circumstances is a Secqrd Services intended for use by businesses and organisations and not for consumer purposes. To the maximum extent permitted by law, You hereby acknowledge and agree that consumer laws do not apply in connection with such use of the Services. If You set up a Secqrd Buyer account and a Secqrd Enterprise account, even in Your own capacity rather than on behalf of a legally incorporated entity, then You become a Buyer when You represent the Buyer account and will not be representing the Enterprise account solely. For example, You sign up using Your personal email and build Your Buyer profile and have registered assets with an Enterprise business page that You also have previously created using a business email that belongs to You, then You become a Buyer when You are logged in to Secqrd and shall be subject to these Terms.

4. YOUR ACCOUNT WITH US

For the usage of Services as a Buyer mandates a verified account to access, hence You must create an account as appropriately with the correct information. When You create an account, You must provide accurate and up-to-date information. It is important that You maintain and promptly update Your details and any other information You provide to us to keep such information current and complete. This is specifically for the location information of Your asset to ensure that support can be provided to You at the correct place. Should You fail to update Your correct address for the location of Your assets which causes an Enterprise account user to deliver services to You at a location with the address stated on Your Buyer account but is not accurate to Your current address, then the Enterprise user reserves the exclusive rights to demand any monetary compensation from You for the loss of time for the services provided at the wrong location (the address on Your Secqrd asset location information), or seek to forfeit any amount that was paid for the services to be rendered to You. It is important that You keep Your account password confidential and that You do not disclose it to any third party. If You know or suspect that any third party knows Your password or has accessed Your account, You must promptly notify us. You agree that You are solely responsible (to us and others) for all activities that occur under Your account.  If You no longer want to use our Services, and would like Your account deleted, You can choose to delete or deactivate Your account via Your Buyer account dashboard. Please contact us via our website, and we will provide You with further assistance and guide You through the process. Once You choose to disable Your account, You will be able to reactivate Your account or retrieve any of the content or information You have added when You decide to log in again into Secqrd. Once You choose to delete Your account, You will not be able to reactivate Your account or retrieve any of the content or information You have added.

5. YOUR ACCESS TO AND USE OF OUR SERVICES

As between You and Secqrd, content on the Services (except User Content), including the text, software, logos, patents, trademarks, service marks, copyrights, and “look and feel” of the Services, and all intellectual property rights related thereto (“Secqrd Content”), is either owned or licensed by Secqrd. Subject to the terms and conditions of these Terms, we grant You a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to access and use the Services and to access the Secqrd Content solely through Your use of the Services. We reserve all rights not expressly granted herein in the Services and the Secqrd Content. You acknowledge and agree that we may terminate this license at any time for any reason or for no reason. You may access Secqrd Content for Your use solely as permitted under these Terms. Use of Secqrd Content or materials from the Services for any purpose not expressly permitted by these Terms is strictly prohibited. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Secqrd Content for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.

You acknowledge that we have no obligation to pre-screen, monitor, moderate, review, or edit any User Content (as defined in Section 8 below). You further understand and acknowledge that, as the Services allow users to post their own User Content for viewing by other users, You may be exposed to content through the use of the Services that is offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal, equitable or other rights or remedies You have or may have against Secqrd with respect thereto. You acknowledge that our automated systems may analyse content that You share with us including emails that You may choose to share through Your use of Third-Party Integrations to detect spam and malware including when content is sent, received, and saved. We reserve the right, at any time and without prior notice, to remove, take down or suspend or disable access to content at our discretion for any reason. Some of the reasons we may remove or disable access to content may include finding the content to be objectionable, in violation of these Terms, or otherwise harmful to the Services or our users. You shall comply with these Terms, including our Acceptable Use Policy and applicable laws in connection with Your use of the Services. We reserve the right to take actions, including but not limited to immediate suspension or termination of Your account and/or Your access to all or part of the Services, removing or restricting access to certain feature or content, contacting law enforcement, at any time with or without prior notice, if in our reasonable opinion You fail to comply with any of the provisions of these Terms, including the provisions of our Acceptable Use Policy, or violate any applicable law.

6. SECQRD ADD-ONS DIRECTORY AND PURCHASES

The Services include the ability to use Secqrd for the purpose of buying additional Asset related products including subscriptions or one-off purchases (“Add-ons”) from an Enterprise user and/or certain third party provided add-ons in the form of subscriptions and/or services that complement Your use of the Services (each, an “Add-on”). All add-ons provided and displayed by Secqrd (the “Secqrd Add-ons”), by Enterprise users (“Enterprise Add-ons”) and third parties (the “Third Party Add-ons”) available are listed in the Secqrd App Directory and/or in the dropdown of respective Assets when you upgrade and/or purchase add-ons via Secqrd which You may select and purchase such Add-ons of Your choice. Except for the Secqrd Add-ons which is curated, warranted, provided, and displayed by Secqrd, we do not control Your use of Enterprise Add-ons and Third-Party Add-ons and any purchases of such Enterprise Add-ons and/or Third-Party Add-ons is solely at Your own discretion and between You and the applicable Enterprise and/or the Third-Party Provider. We do not warrant the performance, availability, safety or reliability of any such add-on purchases from Enterprise or Third-Party Providers and are not responsible for the respective Add-ons performance or failure to perform in any respect. Your access to view and select any Add-on as listed by an Enterprise user or Third-Party Provider is correct at the time of purchase and may be subject to change by the respective Enterprise User and Third-Party Provider. You are required to keep a copy of all invoices generated in Secqrd as a downloaded PDF file for safekeeping and future dispute resolution and not solely rely on Secqrd to maintain such documentation records for You, which is entirely up to the discretion of Secqrd to provide such documentation to You if requested and the cost of providing such documentation to You shall be determined by Secqrd which is to be paid in advance before the release of any such documentation. The use of all Add-ons purchased from Secqrd is solely at Your own risk and is subject to the individual terms and conditions as stated on the display of each add-on which is applicable to You.

7. FEEDBACK

If You elect to provide any feedback or comments to Secqrd related to the Services (“Feedback”), all such Feedback shall be the sole and exclusive property of Secqrd, and You hereby assign any right, title, or interest You may have in such Feedback to Secqrd. Secqrd shall have the right to use and disclose such Feedback in any manner and for any purpose in Secqrd’s discretion without remuneration, compensation, or attribution to You, provided that Secqrd is under no obligation to review, consider, or implement such Feedback. Notwithstanding anything herein to the contrary, Secqrd may use and publish Your testimonials and Feedback regarding the Services in publications, presentations and marketing assets used by Secqrd.

8.BUYER REPORTS

Without prejudice to Section 3, users may be permitted to upload, post, submit, create, or send digital information or materials (“Buyer Reports”) to or through the Services. The information and materials in the Buyer Reports, including content that incorporates Secqrd Elements, have not been verified or approved by us. Secqrd does not endorse any Buyer Reports which contains remarks, or any opinion, recommendation, profanity, vulgarity, nudity, or advice expressed therein submitted to or sent through the Services by any Buyer user to any Enterprise user. Whenever You make use of a feature that allows You to upload or transmit Buyer Content through the Services or allows You to contact the Enterprise users of the Service, You must comply with the standards set out in Section 5 “Your Access to and Use of Our Services” above. You acknowledge and agree that any such User Content that You upload, transmit or otherwise make available through the Services does comply with those standards. Note that Enterprise users may choose to continue accepting your Buyer Reports or may choose to decide to block your Buyer Reports by marking it as spam, even after such Buyer Reports has been deleted from the Services, for example, if the Enterprise user has received too many Buyer Reports from You which is deemed inappropriate. Should You be blocked from sending Buyer Reports to an Enterprise user account by the Enterprise user account, Secqrd does not provide any interim arrangements or arbitrations between the Enterprise and You to enable the Buyer Reports function to work as normal. Secqrd as a platform that connects You with the Enterprise user account shall remain as a platform and shall not be involved in any proceedings of reconciliation, arbitration, or negotiations in any such case whatsoever. You shall be solely responsible for Your own Buyer Reports and the consequences of posting, submitting, or sending Your Buyer Reports on or to the Services. You further agree that You will not submit to the Services any Buyer Reports or other material that is contrary to applicable local, national, and international laws and regulations, these Terms or the Acceptable Use Policy. We accept no liability in respect of any content submitted by Buyer users of the Services. Note also that while we may allow You to store certain Buyer Reports on the Services, such as report histories, images, videos, and other types of content used in sending a report, we make no guarantee of the availability of any components of such Buyer Reports. We have the right to remove any element of a Buyer Report including messages, images, videos or documents You attach in your Buyer Reports without prior notice if, in our opinion, Your Buyer Report does not comply with these Terms including the content standards set out in Section 5 “Your Access to and Use of Our Services” above or violates any applicable law. If You wish to complain about information and materials uploaded by other users, please contact us at legal@secqrd.com. Secqrd takes reasonable measures to expeditiously remove from our Services any infringing material that we become aware of. Secqrd may, in appropriate circumstances and at our discretion, to suspend, disable or terminate the accounts of or the access to the Services by users who infringe copyrights or intellectual property rights of others.

 9. DATA PRIVACY AND SECURITY

The use of the Services shall be subject to Secqrd’s Privacy Policy, which can be referred at the bottom of the Secqrd’s official website. By accessing the Platform, You acknowledge and agree that You are above the legal age in Your jurisdiction and have read, understood and accepted the terms of Secqrd’s Privacy Policy. If You do not accept Secqrd’s Privacy Policy, You should not use the Platform. If You are under the legal age in Your jurisdiction, You must have Your parent or legal guardian’s consent to use the Platform and to accept Secqrd’s Privacy Policy. In addition, Secqrd’s Privacy Policy may be updated from time to time to reflect changes to applicable laws, regulations, standards, industry codes or other instruments of a similar nature, or to reflect changes, updates or new features to the Services. By continuing to access or use the Services after any updates to Secqrd’s Privacy Policy, You shall be deemed to have read, understood, and accepted such updates. We will use commercially reasonable efforts to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your personal data. Notwithstanding the foregoing, we cannot guarantee any transmissions made on or through the Internet by You will be secure or confidential. You acknowledge and agree that any content or information You submit or transmit to us via the Internet (including but not limited to e-mails) are not protected by encryption and may be vulnerable to interception during transmission.

You further acknowledge that if You elect to use the Services’ public features, any data provided therein may become publicly accessible.

10. INTELLECTUAL PROPERTY RIGHTS

We respect intellectual property rights and ask You to do the same. As a condition of Your access to and use of the Services, You agree not to use the Services to infringe any intellectual property rights, for example uploading or sharing copyrighted material of a third party without their consent. We reserve the right, with or without notice, at any time and in our sole discretion to block access to the Services by and/or suspend or terminate the accounts of any user who infringes or is alleged to infringe any copyrights or other intellectual property rights.

11. INDEMNITY

To the maximum extent permitted by applicable law, You agree to defend, indemnify, and hold harmless Secqrd, our parent company, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by You or any user of Your account of these Terms or arising out of a breach of Your obligations, representations and warranties under these Terms.

12. EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS SHALL AFFECT ANY STATUTORY RIGHTS THAT YOU CANNOT CONTRACTUALLY AGREE TO ALTER OR WAIVE AND ARE LEGALLY ALWAYS ENTITLED TO AS A CONSUMER.

THE SERVICES ARE PROVIDED “AS IS” AND WE AND SECQRD’S LICENSORS MAKE NO WARRANTY OR REPRESENTATION TO YOU WITH RESPECT TO THEM.

IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT:

• YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS.

• YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; AND

• DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

TO THE EXTENT PERMITTED BY LAW, NO CONDITIONS, GUARANTEES, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY OR FITNESS FOR PURPOSE) APPLY TO THE SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THESE TERMS. WE MAY CHANGE, SUSPEND, WITHDRAW RESTRICT OR TERMINATE THE AVAILABILITY OF ALL OR ANY PART OF OUR SERVICES FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.

FOR THE AUTHORISED USER, AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY OTHER AUTHORISED USERS OF ANY RELEVANT ENTERPRISE POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT YOUR USE OF THE ENTERPRISE’S BUSINESS ACCESS AND THE PROCESSING OF BUSINESS DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORISED USERS OR RELEVANT INDIVIDUAL USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF BUSINESS DATA AND YOUR USE OF THE ENTERPRISE’S BUSINESS ACCESS; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF BUSINESS DATA UNDER THESE TERMS IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY ENTERPRISE USER OR RELEVANT INDIVIDUAL USERS RELATING TO OR BASED ON BUSINESS DATA, YOUR USE OF SECQRD OR ANY OTHER SERVICE OR ENTERPRISE’S FAILURE TO FULFILL THESE OBLIGATIONS.

13. LIMITATION OF LIABILITY

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, WE AND SECQRD’S LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

• (I) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY); (II) ANY LOSS OF GOODWILL OR BUSINESS REPUTATION; (III) ANY LOSS OF OPPORTUNITY; (IV) ANY LOSS OF DATA SUFFERED BY YOU; OR (V) ANY INDIRECT OR CONSEQUENTIAL LOSSES WHICH MAY BE INCURRED BY YOU.

• ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:

• ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES.

• ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

• THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES.

• YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION, OR

• YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

SECQRD’S TOTAL LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU UP TO ONE HUNDRED (100) DOLLARS IN THE AGGREGATE; PROVIDED THAT, REGARDLESS OF ANY STATUTE OR LAW, NO CLAIM OR CAUSE OF ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS MAY BE BROUGHT BY YOU MORE THAN TWELVE (12) MONTHS AFTER THE FACTS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION HAVE OCCURRED, REGARDLESS OF WHETHER THOSE FACTS BY THAT TIME ARE KNOWN TO, OR REASONABLY OUGHT TO HAVE BEEN DISCOVERED BY YOU.

THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

14. DATA USAGE

Using the Services (e.g., on mobile applications) may use some of Your data allowance available on the data plan to which You have subscribed with Your mobile network operator or other network service provider. International usage may lead to significantly higher costs than regular usage, and You are solely responsible for keeping Yourself informed and paying for any possible charges levied by Your mobile network operator or other network service provider.

15. OTHER TERMS

 15.1 CHANGES TO THESE TERMS

We may amend these Terms from time to time, including, for instance when we update the functionality of our Services or when there are regulatory changes. We will use commercially reasonable efforts to provide reasonable notice to all users of any material changes to these Terms, such as by e-mail and/or placing a notice on our Platform. However, You should look at these Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflects the effective date of such Terms. Your continued access to or use of the Services after the date of the new Terms constitutes Your acceptance of the new Terms. If You do not agree to the new Terms, You must stop accessing or using all Workplaces and any other Services.

15.2 APPLICABLE LAW AND JURISDICTION

These Terms, including the Acceptable Use Policy, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of these Terms, without regard to conflicts of laws rules or the United Nations Convention on Contracts for the International Sale of Goods. The arbitration set forth in these Terms will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms, including the Acceptable Use Policy, or its formation, interpretation or enforcement. All references to “Secqrd”, “we” “us” or “our” under these Terms, the Governing Law, and Dispute Resolution rules to be applied in any dispute or lawsuit arising out of or in connection with these Terms (or its subject matter or formation (including non-contractual disputes or claims)) shall depend on where the Enterprise is domiciled. For the Buyer user, it depends on where You are domiciled.

B.1 ARBITRATION

Any dispute arising out of or in connection with these Terms, 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 SIAC 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 arbitrator. The language of the arbitration shall be English.

B.2 ARBITRATION AND CLASS ACTION WAIVER

1.      This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.
2.      Informal Process First. You agree that in the event of any dispute between You and Secqrd, You will first contact Secqrd and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action. With respect to the Viewer Account User, if we believe that You have breached these Terms or any other applicable policy, we may ask the Enterprise User to act against You. However, we reserve the right to act directly against You if ask the Enterprise User does not or if we otherwise believe there may be a risk of harm to us or other users of the Services.
3. Arbitration Agreement: After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, “Dispute”) relating in any way to Your use of Secqrd services and/or products, including the Services, or relating in any way to the communications between You and Secqrd or any other user of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to You and Secqrd. However, this arbitration agreement does not govern any Dispute by Secqrd for infringement of our intellectual property or access to the Services that is unauthorised or exceeds authorization granted in these Terms. If You are an individual, You may opt out of this arbitration agreement within thirty (30) days of the first of the date You access or use the Services by following the procedure described below.
4. You agree that the U.K. Arbitration Act 1996 governs the interpretation and enforcement of this provision, and that You and Secqrd are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms.
5. If You wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, You must send a letter requesting arbitration and describing Your claim to the Legal Department of Secqrd via the below channels (legal@secqrd.com, or address: Innovation Centre, Gallows Hill, Warwick, CV34 9AE United Kingdom.
6. The arbitration will be administered by the UK Central Arbitration Committee (CAC) under its rules excluding CAC’s Supplementary Procedures for Consumer-Related Disputes. The CAC’s rules are available at www.legislation.gov.uk  Payment of all filing, administration and arbitrator fees will be governed by the CAC’s rules. The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable.
7.  Class Action Waiver: Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiffs, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.
8.  If this class action waiver is found to be unenforceable, then the entirety of the arbitration agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, You and Secqrd each waive any right to a jury trial.

16. ENTIRE AGREEMENT

These Terms, together with any terms or document referenced or incorporated herein (including Secqrd’s Privacy Policy), constitute the whole legal agreement between You and Secqrd and govern Your use of the Services and completely replace any prior agreements between You and Secqrd in relation to the Services.

17. NO WAIVER

Our failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right in these Terms.

18. SECURITY

We do not guarantee that our Services will be secure or free from bugs or viruses. You are responsible for configuring Your information technology, computer programs and platform to access our Services. You should use Your own virus protection software.

19. SEVERABILITY

If any court of law or an arbitral tribunal, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of these Terms, and the remaining provisions of these Terms will continue to be valid and enforceable.

 20. NO ASSIGNMENT

You may not assign any of Your rights or delegate Your obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of us. We may assign these Terms in their entirety (including all terms and conditions incorporated herein by reference), without Your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

 21. RIGHTS OF THIRD PARTIES

A person or entity who is not a party to these Terms shall have no right under the Singapore Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any term of these Terms, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Section 15(H) shall affect the rights of any permitted assignee or transferee of these Terms.

22. Prevailing Language  

These Terms are prepared in English and may be translated into multiple languages other than English. If there is any inconsistency between the English language text and any translation, to the maximum extent permitted under applicable law the English language text shall prevail, unless otherwise expressly stated in the applicable translation.

 23. SUPPLEMENTAL TERMS – APP-STORE OR JURISDICTION-SPECIFIC

 23.1 APP STORES

To the extent permitted by applicable law, the following supplemental terms shall apply when accessing the Services through specific devices and their applicable app stores:

Notice regarding Apple.

By downloading an application/software associated with the Services (e.g., the Platform) from a device made by Apple, Inc. (“Apple”) or from Apple’s App Store, You specifically acknowledge and agree that:

• These Terms are between Secqrd and You; Apple is not a party to these Terms.

• The license granted to You hereunder is limited to a personal, limited, non-exclusive, non-transferable right to install the application on the Apple device(s) authorized by Apple that You own or control for personal, non-commercial use, subject to the “Usage Rules” set forth in Apple’s App Store Terms of Services.

• Apple is not responsible for the application or the content thereof and has no obligation whatsoever to furnish any maintenance or support services with respect to the application.

• In the event of any failure of the application to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the application,     if any, to You. To the maximum extent permitted by applicable law, Apple     will have no other warranty obligation whatsoever with respect to the application.

• Apple is not responsible for addressing any claims by You or a third party relating to the application or Your possession or use of the application, including without limitation (a) product liability claims; (b) any claim that the application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

• In the event of any third-party claim that the application or Your possession and use of the application infringes such third party’s intellectual property rights, Apple is not responsible for the investigation, defense, settlement or discharge of such intellectual property infringement claim.

• You represent and warrant that (a) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) You are not listed on any U.S.  Government list of prohibited or restricted parties.

• Apple and its subsidiaries are third party beneficiaries of these Terms and upon Your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against You as a third-party beneficiary hereof.

• Secqrd expressly authorizes use of the application by multiple users through the Family Sharing or any similar functionality provided by Apple.

23.2 Google Play

By downloading an application/software associated with the Services (e.g., the Platform) from Google Play (or its successors) operated by Google, Inc. or one of its affiliates (“Google”), You specifically acknowledge and agree that:

• to the extent of any conflict between (a) the Google Play Terms of Services and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and (b) the other terms and conditions in these Terms, the Google Play Terms shall apply with respect to Your use of the application that You download from Google Play, and

• You hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Secqrd or You (or any other user) under these Terms or the Google Play Terms.

24  JURISDICTION-SPECIFIC

Indonesia. 

If You are using our Services in Indonesia, the following additional terms apply. In the event of any conflict between the following additional terms and the provisions of the main body of these Terms, the following terms shall prevail.

Accepting the Terms. By participating in the Services, You represent that You are at least 21 years of age or married or not under guardianship. If You are below 21 years old and You are not married, Your account must be opened under the name of Your parent(s) or guardian(s). Further, You represent and warrant that You have obtained consent from Your parent(s) or legal guardian(s) unless You indicate otherwise. By consenting, Your parent(s) or legal guardian(s) are agreeing to take responsibility for: (i) all Your actions in connection with Your access to the Services; (ii) any fees or charges associated with Your use of any of the Services (as applicable); (iii) Your compliance with these Terms; and (iv) ensuring that any of Your participation in Services will not, in any event, result in any violation of applicable laws and regulations relating to child protections. If You do not have consent from Your parent(s) or legal guardian(s) and Your parent(s) or guardian(s) is not willing to open the account under their name, You must cease accessing the Services.

Limitation of Liabilities. No limitation of liabilities set out in Section 13 (Limitation of Liability) above shall not be applicable to the extent any loss or damage is incurred by You as a result of our willful misconduct or negligence.

Language. These Terms has been prepared in the English language and Indonesian language. In the event of any inconsistency or different interpretation between the English text and Indonesian text, the English text shall prevail, and the relevant Indonesian text shall be deemed to be automatically amended to conform with and to make the relevant Indonesian text consistent with the relevant English text. Each party acknowledges that it has read these Terms and understands its content and that these Terms have been entered into freely and without duress. You acknowledge that You fully understand the language and the content of these Terms, and You agree that You will not use the provisions under Law of the Republic of Indonesia No. 24 of 2009 on Flag, Language, State Emblem and National Anthem or any of its implementing regulations to invalidate these Terms.

South Korea.

If You are using our services in South Korea, the following additional terms apply. In the event of any conflict between the following additional terms and the provisions of the main body of these Terms, the following terms shall prevail.

• Limitation of Liability. The provisions on the limitation of liability in these Terms shall not apply to damages caused by our willful misconduct or gross negligence.

• Parental and Legal Guardian Consent. The Services under these Terms are available for subscription (account registration) only by users who are 14 years of age or older. If the user is 14 or older, but under 19, the user must obtain the consent of his/her parents or legal guardian to subscribe (register an account) to the Services.

• Services Use Restrictions and License Termination. We may terminate the license granted to You, or restrict Your use of all or part of the Services, upon prior individual notice (and if applicable, after providing an opportunity for appeal), in any of the following circumstances or similar circumstances:

(i) You have materially or repeatedly breached these Terms; (ii) it is necessary to comply with a legal requirement or a court order, etc., (iii) we reasonably believe that there has been a conduct that causes harm or liability to users, third parties, Secqrd or its affiliates, etc. or that it is necessary to protect the rights of the foregoing, or (iv) we have decided to no longer provide the Services in a specific area or if we reasonably believe that it is no longer commercially appropriate to provide the Services to You.

However, in the event that (i) individual notice is prohibited for legal reasons (e.g., it is in violation of laws, regulations or orders from regulatory authorities, it interferes with investigations conducted by regulatory authorities), or (ii) individual notice is reasonably deemed to possibly cause harm to users, third parties, Secqrd or its affiliates (e.g., it harms the security of our Services), we may not provide notice.

• User Content. The individual providing User Content shall be solely responsible for the same, unless Secqrd is held liable by law. In addition, if User Content falls under any of the reasons from (i) to (iii) in the above provision, we may remove or block the User Content after providing the relevant user with a prior notice and an opportunity for appeal.

However, in the event that notice is prohibited for legal reasons (e.g., it is in violation of laws, regulations or orders from regulatory authorities, it interferes with investigations conducted by regulatory authorities), or notice is reasonably deemed to possibly cause harm to users, third parties, Secqrd or its affiliates (e.g., it harms the security of our Services), we may not provide notice.

• Changes to these Terms. In the event we amend these Terms, we will notify You of the effective date of and the reasons for the amendments through a notice to be posted on the landing page of our website or the splash screen of our mobile app, starting from at least seven (7) days prior to the effective date of the new Terms until the day before the effective date. However, if any amendments are material or disadvantageous to users, we will notify You individually 30 days prior to the effective date of such amendments. Notwithstanding the foregoing, any amendments that relate to new features of the Services that benefit You or are due to legal reasons will take effect immediately.

• Governing Law and Jurisdiction. Matters relating to these Terms and the formation and interpretation of these Terms shall be governed by South Korean law, and the courts of South Korea shall have exclusive jurisdiction.

India

If You are using our Services in India, the following additional terms apply. In the event of any conflict between the following additional terms and the provisions of the main body of these Terms, the following terms shall prevail. These English Terms shall take precedence and prevail over the terms in other languages in the event of an inconsistency.

• Your access to and use of our Services. You may not use the Services to upload, transmit, distribute, store, or otherwise make available in any way (including for the purposes of creating and/or streaming content) any User Content that:

• is obscene, pornographic, pedophiliac.

• is relating to or encouraging money laundering or gambling, or otherwise any activity that is unlawful in any manner whatsoever.

• harms minors in any way.

• deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; or

• threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.
• Indemnity. In the event You are required to indemnify us pursuant to these Terms or any order or ruling of a court of law, You will obtain all necessary approvals and consents from regulatory authorities for the remittance of such amount to us.