Terms Of Use
GENERAL
  1. These terms and conditions ("Terms") govern your access to and/or use of our onedash.com website and our mobile application, [OneDash],including the services (e.g. hosting), tools (e.g. video tools and interactive communication tools) and other content (e.g. data analytics and reports) made available on or through our website and our mobile application (collectively, our “platforms”). If you do not accept any of these Terms, please do not download or use our platforms. Your access to and/or use of our platforms shall be deemed to be an acceptance of these Terms.
  2. In these Terms, "we", "us" or "our" refers to Vexpro Technologies Pte Ltd. "You" and "your" refers to any person who accesses and/or uses our platforms, including any person who has registered for an account on our platforms.
  3. We may revise these Terms from time to time. Any change will take effect upon being uploaded on the Website and notified to you. Your continued access to and/or use of our platforms indicate your acceptance of the revised Terms. It is your responsibility to check for the latest version of these Terms.
  4. We may modify or discontinue any information, features, services or tools that form part of our platforms at any time, without notice to you, and without liability. We may also, in our discretion, cease to operate our platforms at any time, but will give you advance notice of such intention.
  5. We may, but are not obliged to, update, make changes, enhancements and modifications to and/or perform maintenance and other services on our platforms from time to time.
  6. These Terms apply to any updates or upgrades provided by us that replace and/or supplement any part of our platforms, unless such updates or upgrades are accompanied by separate terms in which case those separate terms shall apply.
  7. We may from time to time publish additional guidelines, rules, instructions and conditions applicable to your use of our platforms. You agree to comply with these additional guidelines, rules, instructions and conditions, which are incorporated by reference into these Terms.
  8. These Terms only govern our provision and your use of our platforms. Other transactions and activities that you may have with us may be subject to separate or additional terms and conditions that we may notify to you and which you have to accept in order to enter into these transactions or perform these activities.
ACCOUNT REGISTRATION
  1. You are required to apply and register for an account with us before you are entitled to access and/or use certain features of our platforms.
  2. In registering for an account, you represent and warrant that: (a) all registration information provided by you is true, accurate, current and complete to the best of your knowledge and belief; (b) you will promptly update us of any change to your registration details; and (c) you are at least eighteen (18) years of age and have the requisite mental and legal capacity in accordance with the applicable laws of Singapore to enter into these Terms and access and/or use our platforms.
  3. We reserve the right to reject your application for, suspend your access to and/or use of, or terminate your account.
  4. When registering for an account, you may be required to provide us with personal information (such as your name, email address, credit card details etc.) in accordance with instructions given through our platforms. You represent and warrant that all information that you provide to us is accurate, true and complete. We may, if required or in accordance with applicable laws, check and verify the information you have provided to us. You agree to cooperate and extend to us any assistance that we may require for such checks and verifications.
  5. Upon successful registration of your account, you, as the account holder: (a) agree to keep your sign in details (including the name, email address, and/or social media account used to sign in) and password confidential; and (b) shall notify us immediately if you have any reason to believe that the security of your account has been compromised.
  6. Your account is personal to you (or your organisation) and you may not share your account with any other person. As the account holder, you are solely responsible for any and all activities which occur under or in connection with your account. We are entitled to treat all activities that occur under or in connection with your account as having been conducted with your knowledge and authority. Where you have (in breach of these Terms) allowed any other person to use your account, or have negligently or otherwise made your password and/or sign in details available to any other person, you agree that you are fully responsible for: (a) controlling such person(s)’ access to and/or use of our platforms; and (b) such person(s)’ online conduct, actions and use of our platforms.
  7. You acknowledge and agree that we may access your account and its contents for purposes including but not limited to, (a) verifying or ensuring your compliance with these Terms; (b) identifying or resolving technical problems; or (c) responding to complaints, without prior notice to you.
YOUR CUSTOMERS AND E-COMMERCE SERVICE PROVIDER(S)
  1. You acknowledge and agree that our platforms may provide features and services that may facilitate the transactions and activities between, you, your customers, and/or your e-commerce service provider(s) (including integration of our platforms with those of your e-commerce service provider(s)), but all such transactions and activities are between you, your customers, and/or your e-commerce service provider(s). Accordingly: (a) you are solely responsible for fulfilling such transactions and activities with your customers and/or your e-commerce service provider(s) according to such terms you may have agreed with them; (b) we are not a party to and are not bound by any oral or written agreement (including for any sale and purchase of any product) entered into between you and your customers or your e-commerce service provider(s), and we disclaim all responsibility and liability for any transactions and activities between you, your customers and/or your e-commerce service provider(s), whether or not such transactions and activities have been facilitated by us or conducted on or through our platforms; and (c) you have no authority to (and shall not) make any statements, representations or claims nor give any warranties or enter into any binding commitments on our behalf.
YOUR CONTENT
  1. Our platforms may provide features and services (including tools) that may facilitateyour creation or development of content (such as photos, images, videos, graphics, written content, audio files, code, information, or data) (“your Content”), and/or allow you to upload, store, display, post, stream, distribute, transmit and/or exhibit your Content in connection with or through your use of our platforms. You are solely responsible for your Content and will ensure that: (a) your Content complies with all applicable codes, regulations and laws, and do not infringe upon the intellectual property rights, including but not limited to trade mark, patent, copyright, trade secrets, confidential information or other proprietor right, of any third party; and (b) you have obtained all necessary licences, rights, title and authorisations to enable you to create, develop, upload, store, display, post, stream, distribute, transmit and/or exhibit your Content.
  2. While we do not actively curate, monitor or review your Content, we reserve the right to at any time, remove or take down your Content from our platforms without prior notice and without liability to you, in the event that: (a) you are in contravention of these Terms; and/or (b) we determine that your Content is (i) defamatory, obscene, threatening, malicious, incites hatred or contains any other objectionable material; (ii) infringes intellectual property or any other proprietary rights, or rights of confidentiality; or (iii) illegal.
  3. You retain all rights and ownership to your Content. For the purposes of facilitating your use of our platforms in connection with your Content, you agree to grant us a nonexclusive, worldwide, royalty-free, sublicensable, and transferrable license to use, reproduce, publicly display, distribute, modify, publicly perform, and translate your Content.
SUBSCRIPTION, COMMISSIONS AND FEES
  1. Certain features, tools or services on our platforms are only available if you have an active paid subscription with us for such features, tools or services. Information on our current paid subscription plans, the subscription fees, and the features, tools or services that may be accessible with such plans, may be found on our platforms. We may change these plans and fees from time to time. The changes will take effect when notified to you through our platforms; provided that if you have an active paid subscription, any changes in our subscription fees will only take effect from your next billing cycle.
  2. You will pay the subscription fees corresponding to your selected subscription plan, in accordance with the payment method and process that you have selected on our platforms. You will provide us with valid payment details (e.g. credit card information) corresponding to your selected payment method. Upon provision of your payment details, you authorise us to charge the fees for your selected subscription plan to you. Any taxes or transaction fees arising in connection with your select payment method shall be borne by you, and may be charged together with the subscription fees.
  3. Your subscription commences only when we receive payment of the applicable subscription fees. Your subscription will renew automatically, at intervals corresponding to your selected subscription plan, until your subscription is cancelled. You will be billed for the applicable subscription fees according to such intervals.
  4. You may cancel your subscription plan at any time via our platforms. You will receive a pro- rated credit corresponding to the unused period of subscription, which credit may be applied towards your new subscription plan or your payment for other services we provide.
  5. We may at any time terminate or suspend your subscription if we have not received payment of the applicable subscription fees. In the event that we terminate your subscription without cause, you may seek from us a refund of your subscription fees, pro-rated with respect to the unused period of subscription. Except as provided above, to the maximum extent permitted by applicable law, all subscription fees paid are non-refundable.
  6. In addition to the subscription fees, we may also impose other charges, fees and commissions for certain features, tools or services on our platforms. Information on the current charges, fees and commissions may be found on our platforms. You will pay such charges, fees and commissions in accordance with the payment method and process indicated on our platforms, including through the deduction of such charges, fees and commissions from payments due to you (from your customers or through your e-commerce service providers(s)).
DATA ANALYTICS
  1. We collect and analyse (non-personal) data associated with your access to and/or use of our platforms, including the display, streaming, distribution, transmission and/or exhibition of your Content through our platforms. All such data (including our analysis and any reports which may be generated from such analysis) is proprietary to us and constitutes our intellectual property.
  2. Our platforms may provide features and services to make available to you selected reports (generated through our data analytics) and in such form, or format as we may determine in our discretion. You are solely responsible for your reliance on and use of such data, and we disclaim all responsibility and liability for any loss or damage that you may suffer on account of your reliance on or use of such data.
ACCESSING OUR PLATFORMS
  1. We reserve the right at our sole discretion to refuse access to and/or use of our platforms by any person at any time without having to give any reason or any prior notice.
  2. Your access to and/or use of our platforms may be interrupted, suspended or restricted when we provide any maintenance, support or other services in relation to our platforms.
  3. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, personal, revocable and non-transferable, licence and right to access and/or use our platforms in accordance with and only as permitted by these Terms. This licence does not transfer any title in our platforms to you. We retain all rights in our platforms and reserve all rights not expressly granted to you. You will not, and will not permit, any other party to reproduce, copy, modify, create derivative works from, reverse engineer, disassemble, decompile, or otherwise attempt to derive any source code, sell, offer for sale, use (except as authorised by us), assign, sub- license or otherwise exploit our platforms.
  4. You represent and warrant that you will: (a) provide us with all necessary information as may be required by us in order to provide you with our platforms; (b) comply with all applicable laws and regulations with respect to your activities in connection with our platforms; and (c) comply with all applicable security or encryption standards, rules, procedures and guidelines we may issue in respect of our platforms.
  5. You acknowledge and agree that for our platforms to function, it may require a compatible device (including a mobile or computing device), appropriate third party software (such as browsers), and also connectivity to the internet. You are solely responsible for obtaining such device(s), software and the necessary connectivity services to access and/or use our platforms. We assume no responsibility for such devices, software and services, or for any functionality of our platforms which are dependent on them to operate.
  6. You will not, and will not permit any other party to: (a) use our platforms in connection with any defamatory, obscene, threatening, malicious or otherwise objectionable purpose or material, or any other purpose or material in violation of any statute, rule or regulation in any jurisdiction to which you are subject; (b) use our platforms in any way that violates or infringes the right of a third party, including, without limitation, contractual, moral, or privacy rights; (c) interfere or attempt to interfere with our platforms including, "flooding" of networks, deliberate attempts to overload a service, attempts to "crash" us and taking any action that imposes an unreasonable or disproportionately large load on our platforms or the associated infrastructure; (d) circumvent, or attempt to circumvent, user authentication or security measures ("cracking") of our platforms or any of the accounts of any person, including, accessing data and/or information not intended for you, logging into an account you are not expressly authorised to access or in a manner which is not authorised by us; (e) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine", "crawl" or in any way gather our platforms or reproduce or circumvent the navigational structure or presentation ofour platforms; (f) develop, distribute or sell any software or other functionality capable of launching, being launched from or otherwise integrated with our platforms; and (g) remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in our platforms.
  7. Unless with our authorisation, caching or framing of, or linking to our platforms is strictly prohibited.
  8. We may place advertisements in different locations within our platforms and at different points during your use of our platforms. These locations and points may change from time to time.
SECURITY AND RISKS
  1. Our platforms may contain links to other websites, applications, or other locations, including websites and platforms operated by your selected e-commerce service provider(s) that are not operated or maintained by us. These links are provided for your convenience and we do not, in any circumstances, approve, endorse or accept any responsibility for these locations. We have no control over, and assume no responsibility for the content, privacy policies or practices of these locations. In addition, we will not and cannot censor or edit the content of any of these locations. Therefore, your access to and/or use of these locations are entirely at your own risk.
  2. Where appropriate, we use available technology to protect the security of transactions and communications made through our platforms. We also rely on our service providers, including our cloud service provider, Amazon Web Services, to provide the necessary data and cybersecurity services for our platforms. Notwithstanding, you acknowledge and agree that there are inherent risks (including risks related to security, authenticity, integrity and confidentiality) in electronic communications, messaging and conducting transactions over electronic networks, including interference or interception by third parties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, WE DISCLAIM LIABILITY FOR THE SECURITY, AUTHENTICITY, INTEGRITY OR CONFIDENTIALITY OF ANY TRANSACTIONS AND OTHER COMMUNICATIONS MADE THROUGH OUR PLATFORMS.
INTELLECTUAL PROPERTY RIGHTS
  1. We (and our licensors) remain the sole owner of all intellectual property and other proprietary right, title, and interest in or arising out of our platforms, including all text, graphics, audio files, videos, photographs, images, music, source code, html code, interactive features, software and documents. We expressly reserve to ourselves all rights to our platforms not expressly granted under these Terms.
  2. In providing us with any feedback, ideas, suggestions, proposals, or bug or crash reports(“Feedback”), you agree to grant us a non-exclusive, irrevocable, perpetual, worldwide, royalty- free, sub-licensable, and transferable license to make, use, sell, have made, offer to sell, import, export, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
ASSISTANCE AND CONTACTING US
  1. We may, but are not obligated to, provide any maintenance, support, training or other services in relation to our platforms, including providing any telephone assistance, documentation, error corrections, updates, upgrades, bug fixes, patches, and/or enhancements. However, if we do provide any updates, upgrade, bug fixes and/or patches, and/or enhancements in respect of our platforms, you shall install them and keep your installation of our platforms updated to the most recent release or version made available by us.
  2. Notwithstanding and without prejudice to the paragraph above, you may contact usat [help@onedash.com] for support on our platforms. We will use reasonable efforts to address your queries, but do not warrant that your queries will be responded to within any time frame and/or satisfactorily answered. We may, in our sole discretion, provide training in relation to our platforms and we reserve the rights to impose charges for the provision of any such training to you.
DISCLAIMERS AND LIMITATIONS
  1. OUR PLATFORMS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO WARRANTIES WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, WE MAKE NO GUARANTEE, REPRESENTATION OR WARRANTY: (A) REGARDING TIMELINESS, RELIABILITY, ACCURACY, COMPLETENESS, ACCESSIBILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUANTITY OF CONTENT, FREQUENCY OF UPDATES, OPERATION, EFFECTIVENESS, OR USEFULNESS OF OUR PLATFORMS; (B) THAT OUR PLATFORMS WILL BE CONTINUOUSLY AVAILABLE OR UNINTERRUPTED IN OPERATION; (C) THAT OUR PLATFORMS WILL NOT INFRINGE THE INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY; (D) THAT OUR PLATFORMS WILL BE ERROR-FREE, UNHACKABLE, UNCOMPROMISABLE AND/OR FREE OF ANY DATA BREACH OR UNAUTHORISED ACCESS (INADVERTENTLY OR INTENTIONALLY THROUGH INTERFERENCE OR INTERCEPTION BY THIRD PARTIES); (E) THAT OUR PLATFORMS WILL BE FREE OF INFECTION BY VIRUSES, BUGS, TROJANS, MALWARE, OR OTHER HARMFUL CODES, SOFTWARE, OR COMPONENTS OF BUGS; AND (F) THAT OUR PLATFORMS WILL OPERATE OR FUNCTION PROPERLY ON YOUR DEVICES OR OPERATING SYSTEMS, OR WILL NOT CAUSE ANY DAMAGE TO YOUR DEVICES OR OPERATING SYSTEMS.
  2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL LIABILITY FOR ANY LOSS, DAMAGE, EXPENSE OR COSTS: (A) THAT YOU MAY INCUR AS A RESULT OF YOUR USING OR RELYING ON ANY DATA, CONCLUSION, STATEMENT, OPINION, REPRESENTATION OR INFORMATION ON OUR PLATFORMS; (B) THAT YOU MAY INCUR AS A RESULT OF YOUR DEALING WITH A THIRD PARTY (INCLUDING YOUR CUSTOMERS AND YOUR E-COMMERCE SERVICE PROVIDER) THROUGH OR IN CONNECTION WITH OUR PLATFORMS; (C) RESULTING FROM ANY DELAY IN OPERATION OR TRANSMISSION, COMMUNICATION FAILURE, INTERNET ACCESS DIFFICULTIES OR MALFUNCTION OF EQUIPMENT OR SOFTWARE; AND (D) ARISING OUT OF OR IN CONNECTION WITH ANY UNAUTHORISED ACCESS TO YOUR ACCOUNT;
  3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) WE WILL NOT BE LIABLE, IN ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF DATA, BUSINESS, PROFITS OR GOODWILL, LOSS OF USE, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF WE ARE AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM YOUR ACCESS TO, USE OF, OR RELIANCE ON OUR PLATFORMS; (B) OUR SOLE OBLIGATION IN THE EVENT OF INTERRUPTION TO THE ACCESS TO AND/OR USE OF OUR PLATFORMS SHALL BE TO USE ALL REASONABLE ENDEAVOURS TO RESTORE ACCESS AND/OR USE AS SOON AS REASONABLY PRACTICABLE; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY ISSUES (TECHNICAL OR OTHERWISE) WITH OUR PLATFORMS, OR ANY BREACH OF THESE TERMS BY US, SHALL BE TO UNINSTALL AND/OR STOP USING OUR PLATFORMS; AND (D) IF NOTWITHSTANDING THE FOREGOING, WE ARE LIABLE TO YOU, OUR AGGREGATE LIABILITY TO YOU, REGARDLESS OF THE CAUSE OF ACTION, SHALL NOT, IN ANY EVENT OR FOR ANY REASON, EXCEED THE SUBSCRIPTION FEES PAID BY YOU TO US IN THE [SIX (6)] MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO YOUR CLAIM AGAINST US.
INDEMNITY
  1. You agree to indemnify us and our officers, directors, shareholders,employees, agents and sub-contractors and licensors (collectively known as the "Indemnitees") in respect of any and all claims, demands, actions, proceedings, liabilities (whether civil or criminal), damages, losses, costs and expenses (including legal costs on an indemnity basis) which may be suffered or incurred by the Indemnitees or asserted against the Indemnitees by any person in respect of: (a) any access to and/or use of our platforms by you other than in accordance with these Terms; (b) your Content; (c) any breach of these Terms by you; (d) our reliance on information, data or records provided by you; (e) any claim or dispute in connection with your customers or your e- commerce service provider(s); and/or (f) the occurrence of any event due to your act, omission or default which compromises the security or integrity of our platforms.
PRIVACY
  1. Any personal data or information which you provide to us is subject to our Privacy Policy, which is incorporated by reference into these Terms.
  2. We may provide you with (and you consent to receiving) notifications relating to your access to and/or use of our platforms.
  3. You agree to us collecting and using: (a)cookies and technologies to store and track information such as your frequency of use, user profile and online preferences, to assist us in analysing your usage of our platforms and to improve your experience with us. You may disable such cookies and technologies but this may affect your access to and/or use of our platforms. For more information on how we use cookies and other technologies in our platforms, please see our Privacy Policy; and (b) your device's technical data and associated information, including technical information about your device, system, software, device functionality and device specifications. The collected technical data may from time to time be used to facilitate the provision and improvement of our platforms, software updates, product support and other services associated with our platforms.
  4. If in connection with your access to and/or use of our platforms, you provide us with any personal data for our processing, you agree that we are your data intermediary and that you will ensure that you have obtained all the requisite consents for our processing of such personal data in accordance with all applicable data privacy and protection laws.
TERMINATION
  1. We reserve the right to terminate your access to and/or use of our platforms or your account on our platforms, your subscriptions and/or any licence or right that we grant to you, without liability to you: (a) without cause, by making reasonable effort to notify you at least fourteen (14) days’ prior to termination via the email address you provide to us with instructions on how to retrieve your Content; (b) immediately without prior notice, if (i) you are in breach, or will be in breach, of any of these Terms; (ii) you fail to make timely payment of any applicable fees; (iii) you have used or are using our platforms for any illegal or impermissible purpose or activity including any activity which may expose or potentially expose us to civil or criminal liability or public ridicule; (iv) we determine that your account is inactive; (v) we deem fit to do so for security reasons or to protect our interests or the interests of other users (including your customers) of our platforms; and/or (vi) we are required to do so in compliance with any applicable law.
  2. Upon termination, we may suspend or terminate (as applicable) your right to access and/or use our platforms, including your Content. You may request for a copy of your Content within[fourteen (14)] days of termination and we will supply you with a copy upon your payment of any applicable fees. Any of your Content not requested for after [fourteen (14)] days from termination may be deleted by us and may no longer be recoverable or retrievable.
FORCE MAJEURE
  1. Without prejudice to the applicability and effect of the clauses above disclaiming or limiting liability, we will be excused from any delay or failure to perform any obligation arising under or in connection with these Terms if such delay or failure results, directly or indirectly, from any act of nature or circumstance or cause beyond our reasonable control including, but not limited to, any Act of God, fire, flood, explosion, lightning, windstorm, earthquake, epidemic, disease outbreak, extraordinarily severe weather conditions, failure of machinery or equipment, shortage of materials, discontinuation of power supply, court order, legislation or governmental interference, radioactive, chemical or biological contamination, civil commotion, riot or armed conflict, war, civil war (whether declared or undeclared), acts of terrorism, strike, labour disturbances, transportation difficulties or labour shortages ("Force Majeure Events").
MISCELLANEOUS
  1. These Terms set out the entire agreement between us and you on your access to and/or use of our platforms. The headings used in these Terms are included for convenience only and will not limit or otherwise affect the provisions herein. Any amendment of these Terms, if sought by you, shall not be effective unless it is made in writing and signed by our duly authorised representative. Other than the Indemnitees who may enforce the applicable provisions of these Terms, no third party shall have any right to enforce these Terms under the Contracts (Rights of Third Parties) Act (Cap.53B) or any other theory of law. If any provision in these Terms is invalid or unenforceable under applicable law, that provision shall be enforced to the maximum extent possible, and the remaining provisions will continue in full force and effect Any failure by us to insist upon strict compliance with any provision in these Terms shall not be construed as a waiver with regard to any subsequent failure to comply with such provision. The rights and remedies under these Terms are cumulative and not exclusive of any other right or remedy provided by law or equity.
GOVERNING LAW AND DISPUTE RESOLUTION
  1. These Terms shall be governed by and construed in accordance with thelaws of the Republic of Singapore. 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 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, and the language of the arbitration shall be English. For the avoidance of doubt, nothing in this clause shall prevent any person from seeking urgent equitable relief before any appropriate court.