MyMA App Terms and Conditions

Last updated: May 2020

These Terms of Use ("Terms") set out the terms on which the Provider grants you ("User") a license to use the MyMA Mobile Application (as defined the "App" in these Terms).

 

These Terms apply to your use of the App. By clicking on the "I Agree with Terms and Conditions" checkbox below the MyMA App New user registration form, or otherwise using or continuing to use the App, you agree to these Terms, which will bind you. If you do Not agree to these Terms, please do Not click “I Agree with Terms and Conditions” checkbox, and do Not use the MyMA App, any related Vendor Platform, or any of the Goods and Services.

 

1.Definitions and interpretation

1.1In these Terms, unless the context otherwise requires, the following definitions shall apply:

"Acceptable Use Policy" means the policy governing the User's use of the App, and as amended by the Provider from time to time, the latest version of which can be accessed at MyMA website [https://www.myma.app/acceptable-use-policy].

"Account" means the account created and operated by a User to access the App.

"Affiliate" means the holding company of a Party, a subsidiary company of a Party, or the subsidiary of the holding company of a Party.

 

"Agreement" means the agreement formed pursuant to these Terms, including any document incorporated by reference in these Terms.

 

"App" means a mobile app owned and operated by the Provider and/or its Affiliates, through which the User is able to access the Vendor Platform and/or the Goods and Services.

"Applicable Laws" means all applicable statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, tribunal, board, court or recognised stock exchange, and (as may be applicable) international treaties and regulations.

"Confidential Information" means all information disclosed by a Party to the other Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party.

"Content" means information and any other material (including databases, text, graphics, photographs, animations, audio, music, video, links or other content).

"Data Protection Legislation" means the Personal Data Protection Act 2012 (No. 26 of 2012) of Singapore and all Applicable Laws and regulatory requirements relating to (i) the collection, use, disclosure, security, protection and/or processing of personal data and/or (ii) privacy, including where applicable the guidance and codes of practice issued by the Personal Data Protection Commission of Singapore.

 

"Derived Data" means data, information, knowledge, or Content that has been created in the course of the operation and management of the App (including through the Vendor's Platform) including but not limited to data that is translated, adapted, arranged, compiled, modified, altered, summarised, restructured or otherwise derived from or based on any or all of the data that is provided by the User, or relating to any User or otherwise any individual.

"Goods and Services" means the goods and/or services, provided by the Provider or Vendor to the User through the App and/or the Vendor Platform.

"Intellectual Property Rights" means all intellectual property rights, including without limitation any copyrights, adaptation rights, publishing rights, reproduction rights, rights to communicate to the public, public performances, synchronisation rights, rights to be named as creator of the work, artist names, patents, utility models, circuitry, rights of patent, rights to inventions, design patents, designs, trademarks, trade names and business names (including Internet domain names and e-mail address names), service marks, brands, slogans, commercial symbols, logos, rights in software, database rights, rights to preserve confidential information (including know-how and trade secrets), inventions, trade secrets, know-how and/or any other industrial and/or intellectual property rights, whether registered or unregistered and all applications therefor.

 

"Party" means the Provider or the User, as the case may be.

"Personal Data" means data which identifies an individual, and shall bear the meaning given to it under applicable Data Protection Legislation.

"Privacy Policy" means the privacy policy, issued by the Provider, governing the Provider's collection, use, disclosure, processing and management of Personal Data, and as amended by the Provider from time to time, the latest version of which can be accessed at MyMA website [https://www.myma.app/privacy-policy].

"Provider" means WLC FACILITIES SERVICES PTE. LTD. (Singapore UEN. 201524486H)

 

"Terms" means these App Acceptable Terms of Use, as amended by the Provider from time to time, the latest version of which can be accessed at MyMA website [https://www.myma.app/acceptable-use-policy].

 

"Transaction" means a Vendor's Term, pursuant to which the Vendor agrees to provide Goods and Services to a User, and the User agrees to pay the Vendor for such Goods and Services. 

 

"User" means a user who downloads, installs, accesses or otherwise uses the App.

 

"User Data" means all data and information provided, submitted, or made available to the Provider by the User (including the User's Personal Data), or to which the Provider obtains access in the course of providing the App.

 

"Vendor" means the vendor of the Goods and Services offered through the App and/or the Vendor Platform.

 

"Vendor Platform" means the online platform owned and operated by the Vendor to provide Goods and Services to the User, which are accessible through the App.

 

"Vendor's Term" means the contract between a Vendor and the User in relation to the Goods and Services.

 

"Wallet" means the stored value facility which is used by a User to make payment for Goods and Services.

 

"Wallet Operator" means the payment system operator operating the stored value facility for each User's Wallet. The Wallet Operator is FlexM Pte Ltd (201207298R), a company incorporated in Singapore at 105 Cecil Street, #13-10 The Octagon, Singapore 069534. FlexPay by MatchMove is a remittance service provided by MatchMove Pay Pte Ltd, a regulated remittance business (Licence RA 01464) by the Monetary Authority of Singapore ('MAS').
 

FlexM is a co-brand partner of MatchMove Pay Pte Ltd under a commercial and agency agreement between FlexM Pte Ltd and MatchMove Pay Pte Ltd.

 

1.2  In these Terms, unless the context otherwise requires:

 

(a) reference to currency amounts shall be in Singapore Dollars (SGD) unless otherwise stated;

 

(b) the headings are for convenience of reference only and shall not affect the interpretation or be used in the construction of these Terms;

(c) references to "Clauses" refer to clauses of these Terms;

(d) reference to an agreement or document is to the agreement or document as amended, supplemented, novated or replaced;

(e) references to writing includes any method of representing or reproducing words, figures, drawings or symbols in a visible and tangible form, whether in a physical document or in an electronic communication form or otherwise;

(f) reference to the singular shall include references to the plural and vice versa; 

(g) references to a party to these Terms or another agreement or document includes the party's successors, permitted substitutes and permitted assigns (and, where applicable, the party's legal personal representatives);

(h) references to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it; 

(i) mentioning anything after "includes", "including", "for example", or similar expressions, does not limit what else might be included; and

(j) nothing in this Agreement is to be interpreted against a Party solely on the ground that the Party put forward this Agreement or a relevant part of it.

2. License

2.1 Subject to these Terms, and the terms of any other documents incorporated by reference, the Provider grants the User a limited-term, revocable (at will), royalty-free, non-exclusive, non-transferable license to use:

(a) the App, the Content supplied with the App, and any updates or supplements to it;

(b) the related online documentation; and

(c) any services provided to the User via the App and any content provided through the App.

2.2 Subject to these Terms, any terms and conditions imposed by the Vendor, and the terms of any other documents incorporated by reference, the Provider grants the User a limited-term, revocable (at will), royalty-free, non-exclusive, non-transferable sub-license to use the Vendor Platform through the App.

2.3 Subject to these Terms, and the terms of any other documents incorporated by reference, the User grants the Provider, an irrevocable, non-exclusive, and transferable, royalty-free right and license to access, disclose, display, process, reproduce, retain and use the Content provided by the User, including but not limited to questions, reviews, comments, and feedback, for the purposes of operating and improving the App, the Wallet, the Vendor Platform and/or the Goods and Services, and to create Derived Data.

(a)The Provider shall irrevocably own all right, title and interest to and in all Derived Data. The Provider shall use reasonable endeavours to ensure, using such techniques as the Provider in its sole and absolute discretion deems fit, that the Derived Data:

(i) does not contain Personal Data which has been provided by the User or otherwise any individual; and

(ii) does not identify the User or otherwise any individual.

(b) To the extent that the Derived Data contains or incorporates any data, information, knowledge, or Content provided by the User, the User grants to the Provider a perpetual, irrevocable, assignable, sub-licensable, royalty-free and global license to use such data, information, knowledge, or Content.

2.4 Save as expressly provided in these Terms, and the terms of any other document incorporated by reference, the User shall not gain any other right, title and interest in and to the App.

3. General Terms of Use

3.1 The User agrees that it has read, understood and agreed to be bound by these Terms, and any other document incorporated by reference. The Provider’s Privacy Policy and Acceptable Use Policy are hereby incorporated into these Terms, and shall apply to the User’s use of the App. Any User who does not agree to be bound by the terms of the Agreement should discontinue using the App.

3.2 The Provider may amend these Terms, and any document incorporated by reference, from time to time in its sole and absolute discretion. The Provider shall use reasonable endeavours to inform the User of material adverse changes to the Agreement. Any changes to the Agreement will become effective immediately after the amended Terms or document has been posted to the Provider's in MyMA website [http://www.myma.app]

3.3 By using the App, each User represents, warrants and undertakes that:

(a) the User has the authority to enter into and accept these Terms;

(b) the User's use of the App does not violate any Applicable Laws;

(c) the User shall:

(i) use the App in accordance with these Terms and the terms of any other document incorporated by reference, including but not

limited to the Acceptable Use Policy and Privacy Policy;

(ii) ensure that all Account Data provided to the Provider is true, accurate, complete and updated;

(iii) use all reasonable endeavours to prevent any unauthorised access to, or use of, the App and, in the event of any such unauthorised access or use, promptly notify the Provider;

(iv) use all reasonable endeavours to safeguard any authentication devices and access credentials used to access the App and/or the Account; and

(v) comply with any limits or restrictions that the Provider may, in its sole and absolute discretion, place on the User's use of the App;

 

(d) the User shall not, whether in respect of the Vendor's Term or otherwise:

(i) hold itself out as a legal or implied agent for the Provider;

(ii) incur any liability in the name of or on behalf of the Provider;

(iii) enter into any contracts or commitments or receive any money on behalf of the Provider; or

(iv) otherwise pledge the credit of the Provider.

 

3.4 User's Account

 

(a) Use of certain parts of the App may require that the User create and maintain an Account. For these purposes, the User is required to create access credentials, such as a username and password.

 

(b) The User shall securely store the access credentials to the Account and keep such access credentials confidential, and shall be liable for any disclosure or use of the access credentials (whether or not such disclosure or use is authorised).

 

(c) Any use of or access to the App, any Vendor Platform and/or the Wallet, including but not limited to the purchase of or subscription to any Goods and Services, which is initiated from, referable to, or traceable to the User, the User's devices, the User's Account and/or the User's access credentials shall be deemed, as the case may be, to be:

(i) use of or access to the App and/or the Vendor Platform;

(ii) purchase of, subscription to, or use of the App, any Vendor Platform, the Wallet, or any Goods and Services; and/or

(iii) information, data or communications posted, transmitted and validly issued by the User.

 

The User shall be bound by any use of or access to the App (whether or not such use or access is authorised), and the Provider shall be entitled to act upon, rely on, or hold the User solely responsible and liable in respect thereof, as if the acts were carried out by the User.

3.5 Without prejudice to any other clauses of these Terms, the Provider may:

 

(a) without prior notice, upgrade, modify, suspend or discontinue the provision of, or remove the App, any Vendor Platform, and/or any Goods and Services, whether in whole or in part, and shall not be liable if any such upgrade, modification, suspension or discontinuance of the App, Vendor Platform, and/or any Goods and Services, as the case may be;

(b) monitor, screen or otherwise control any activity, content or material on the App, and prevent or restrict access of any User to the App, any Vendor Platform, and/or any Goods and Services;

(c) request information and data from any User in connection with the User's use of the App, any Vendor Platform, and/or any Goods and Services; and

(d) enforce these Terms as against any User for any non-compliance thereto by taking any steps as the Provider deems fit in, in its sole and absolute discretion, including but not limited to barring any User from use of the App without any compensation.

 

4. Wallet (or e-Wallet)

4.1 The Wallet is operated by the Wallet Operator, for the Provider. The User acknowledges and agrees that the Provider is not a bank or remittance agent, and the services provided to the User in connection with the Wallet should in no way be construed as the provision of banking services or remittance services.

 

4.2 The Provider does not represent, warrant or hold itself out as, and is not, acting in the capacity of a trustee, fiduciary or escrow with respect to the Wallet and/or the funds in the Wallet. The Provider does not represent, warrant and/or undertake any matter arising out of or in connection with the Wallet, including but not limited to:

(a) the financial viability and status of the Wallet Operator; and

(b) the security of funds provided to the Wallet Operator.

4.3 The Wallet is associated with the User Account, and is intended for effecting payment for Goods and Services offered on the App and/or delivered through the App.

4.4 Without prejudice to this clause 4, the Wallet Operator may impose its own terms and conditions on the User's use of the Wallet.

4.5 Registration

 

(a) Without prejudice to the Provider’s Privacy Policy, the User agrees that the Provider may disclose and transfer the User Data on the User's behalf to the Wallet Operator. The Wallet Operator collects, uses, retains, and otherwise processes the User's User Data (whether provided to the Wallet Operator by the User directly or by the Provider, on the User's behalf) for its own purposes and business, and not as a data intermediary of the Provider.

(b) The User authorises the Provider and/or the Wallet Operator to:

 

(i) conduct any necessary know-your-client checks, anti-money laundering checks, terrorism financing checks and/or any other illegal activity checks before permitting the User to register for the use of the Wallet and before permitting the User to use the Wallet;

 

(ii) request for such additional information and/or documentation, including but not limited to confirmation of identity, age, bank details, and/or credit facilities, at any time and for any reason, and the User shall promptly provide such information and/or documentation upon request; and

(iii) make further enquiries as the Provider and/or the Wallet Operator deem fit, in their sole and absolute discretion.

4.6 The User is solely responsible for protecting the Wallet, including but not limited to taking all reasonable security measures to protect the access credentials used to access and use the Wallet. The User shall immediately inform the Provider and the Wallet Operator if the security of the User's Wallet and/or the access credentials to the User's Wallet has been compromised, and in any event, no more than 48 hours after the User discovers or is informed of such event.

4.7 Wallet balance

 

(a) The User may maintain funds in the Wallet, and such funds (less any monies owed to the Provider, the Wallet Operator and/or any Vendor) will be regarded as the balance of the Wallet.

(b) The User may accumulate funds in the Wallet by means of a transfer of funds from payment sources which the Wallet Operator specifies.

(c) The Provider and/or the Wallet Operator may, in their sole and absolute discretion, impose limits on the use of the Wallet from time to time, including but not limited to:

(i) imposing a limit on the maximum or minimum amount of funds that can be held in the Wallet;

(ii) imposing limits or restrictions on the use of the Wallet and/or the use of the funds in the Wallet for transactions on the App; and/or

(iii) imposing limits or restrictions on the amount of funds which may be loaded on the Wallet at any one time, and/or the aggregate amount of funds loaded onto the Wallet over any time period.

4.8 Wallet usage

(a)The User may use the App Wallet to perform transactions through the App, including but not limited to making payment for Goods and Services offered on and/or delivered through the App.

 

(b)The User authorises the Provider and the Wallet Operator to:

 

(i) limit the amount or number of transactions which can be made through the Wallet;

(ii) deduct the funds in the Wallet by the total amount of the transaction, and where applicable, any fees, including but not limited to shipping fees, transaction fees, commissions and any applicable taxes.

 

(c) The User shall only be permitted to perform transactions using the Wallet to the extent that there are sufficient funds in the Wallet to pay for the transactions. The User shall not be permitted to perform transactions in excess of the funds in the Wallet.

(d) The User shall be responsible for all transactions initiated and performed using the Wallet, and all fees and applicable taxes incurred in connection with the transaction, whether or not such transactions have been personally initiated and performed by the User.

(e) The User shall not:

(i) provide false, inaccurate or misleading information to the Provider and/or Wallet Operator;

(ii) use the Wallet for any illegal activities or purposes, or in a manner that is in violation of any Applicable Laws; and/or

(iii) use the Wallet in a manner that may result in complains, disputes, claims, penalties or other liability to the Provider, the Wallet Operator, any Vendor, other Users or third parties.

(f) The Provider, the Wallet Operator and/or the Vendor may refuse any transaction in respect of the Wallet where:

(i) the transaction does not satisfy these Terms and/or the Wallet Operator’s terms; and/or

(ii) where the Provider and/or the Wallet Operator has reason to believe or suspect that the Transaction may violate any Applicable Laws, or may otherwise subject the Provider to liability or any obligations.

4.9 Wallet closure or suspension

 

(a) The Provider and/or Wallet Operator may, in their sole and absolute discretion, close or suspend the User's Wallet, or any part thereof.

(b) Consequences of closure or suspension

(i) The Provider shall not be responsible for any loss or damage suffered by the User in relation to the closure or suspension of the User's Wallet.

(ii) The closure or suspension of the User's Wallet shall not relieve the User of liability in respect of:

(A) any transactions entered into by the User, whether prior to or after the closure or suspension of the Wallet; and/or

 

(B) any obligations or liability incurred in relation to the Wallet and/or the App.

(iii) The Provider and/or the Wallet Operator may continue to hold the funds in the Wallet for such time as they deem fit, in their sole and absolute discretion, if:

(A) the User and/or the Wallet is the subject of any pending investigation;

(B) the Provider and/or Wallet has reason to believe or suspect that the Wallet has been used in violation of any Applicable Laws;

and/or

(C) the Wallet and/or the funds therein are the subject of any claim, dispute or lawsuit, and the funds shall not be returned until the claim, dispute or lawsuit has been resolved, or where a court of competent jurisdiction has decided on the matter.

(iv) The Wallet Operator may refund any funds (or part thereof) in the Wallet to the User as soon as reasonably practicable after the closure of the Wallet, through any payment method that the Wallet Operator deems suitable.

5. Vendor's Goods and Services

5.1 The User may purchase or subscribe to Goods and Services offered by a Vendor through the App and/or which are delivered through the App and/or the Vendor Platform. Unless otherwise expressly stated in writing, all Goods and Services offered on the App and/or delivered through the App Vendor Platform and/or our contractual partners are not provided by the Provider. 

 

5.2 The Vendor shall provide the Goods and Services to the User in accordance with the Vendor's Term, and shall be solely responsible to the User in the provision of the Goods and Services.

 

(a) The User agrees and acknowledges that the Vendor's Term is an agreement entered into by and between the Vendor and the User only. The Provider is not a party to the Vendor's Term between the User and the Vendor, and shall assume no liability for any acts or omissions of the Vendor or the User. The User further agrees and acknowledges that the Provider does not act on behalf of the Vendor or the User in any way and does not provide the Goods and Services.

 

(b) The User shall abide by any terms and conditions which the Vendor may impose on the Vendor’s provision of the Goods and Services, including but not limited to the Vendor’s Term.

 

(c) The User’s placing of an order on the App shall constitute an offer to procure the Goods and Services from the respective Vendor, in the quantity ordered and for the price stated. Upon the Vendor's acceptance of the User’s offer, the Vendor’s Term shall come into full force and effect, provided always that the Provider shall not be party to or bound by the Vendor’s Term, and shall have no liability for any breach of the Vendor’s Term.

 

(d) The Provider does not warrant, represent or undertake that:

(i) the inclusion of a Vendor, a Vendor Platform, or a Vendor's Goods and Services, on the App amount to an endorsement or recommendation of the Vendor, nor does the Provider purport to provide any opinion or advice in relation to the Vendor;

(ii) the listing of a Vendor's Goods and Services are true, accurate, complete and updated,

and the User shall release and hold harmless the Provider from any complaint, claim, damage, loss, penalty or fines which the User may incur as a result.

(e) The User shall release and hold harmless the Provider from any complaint, claim, damage, loss, penalty or fines which it may incur for any non-performance of any obligations or agreements for the provision of Goods and Services entered into between the Vendor and the User, including but not limited to any failure by a Vendor to fulfil its obligations under a Vendor's Term.

 

(f) Limited scope of authority

(i) Unless otherwise expressly provided in this Agreement, the Vendor and the User shall have no authority, and shall not hold themselves out, or permit any person to hold themselves out, as being authorised to bind the Provider in any way, and shall not do any act which might reasonably create the impression that it is so authorised.

(ii) Each Party shall not make or enter into any contracts or commitments, or incur any liability for or on behalf of the other Party, including for the provision of the Goods and Services.

 

5.3 Payments for a Transaction

 

(a) The prices listed on the App for the Goods and Services are subject to taxes, unless otherwise stated. The Provider and/or the Vendor may amend the prices, without providing any reason or prior notice.

(b) Payments for each Transaction may be made by:

(i) deduction of funds from the User's Wallet operated by the Wallet Operator;

(ii) transfer of funds from the User's designated bank account; and

(iii) payment through the User's credit card or debit card.

 

(c) The Provider may process payments through accounts owned by it, its Affiliates, and/or third party service providers.

(d) Without prejudice to clause 5.5, where payment in relation to a Transaction is collected by the Provider in accordance with clauses

 

5.3 (b)(ii) or 5.3(b)(iii):

 

(i) such payment will be paid by the User to the Provider, and such payment by the User to the Provider shall be considered the same as a payment made directly to the Vendor; and

 

(ii)the Vendor will provide the Goods and Services to the User as if the Vendor has received such payment directly from the User,

provided always that nothing in this clause shall render the Provider a party to any Vendor's Term between the Vendor and the User.

 

5.4 The Provider and/or the Wallet Operator will provide a confirmation message after each transaction, and periodic transaction history statements. The User agrees and acknowledges that if the User fails to notify the Provider and the Wallet Operator of any errors or inaccuracies in any confirmation message or transaction history statement within seven (7) days from its receipt, the contents of such confirmation message or transaction history statement shall be binding and conclusive on the User for all purposes whatsoever and shall be conclusive evidence of any information therein relating to such transaction and the User’s transaction history.

 

(a) The User shall use all reasonable endeavours to cooperate with the Provider and the Wallet Operator to investigate any reported errors or inaccuracies.

(b) Disputed transactions shall only be refunded to the User, by crediting the User's Wallet, re-transferring funds to the User's designated bank account or credit the refund to the User's credit card or debit card, as the case may be, once the relevant error or inaccuracy has been properly process, investigated and proved in the User’s favour.

 

(c) The Provider and/or the Wallet Operator shall not be liable for any chargeback, credit, reimbursement, payment reversal or otherwise compensate the User for any loss or claims arising out of or in connection with:

(i) transactions which have been initiated from, referable to, or traceable to the User, the User's devices, the User's Account and/or the User's access credentials and/or transactions which are deemed to be authorised by the User;

(ii) the User’s fraud, negligence and/or carelessness, including but not limited to the User’s wilful or negligent disclosure of the User’s authentication credentials to a third party;

(iii) the User’s failure to provide the Provider and/or the Wallet Operator with any information and/or documentation, as the Provider and/or the Wallet Operator may require, in relation to any unauthorized transactions;

(iv) transactions which took place beyond the Provider and/or the Wallet Operator’s control, including but not limited to natural disasters, civil unrest etc. which are beyond reasonable control; and/or

(v) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros.

5.5 Notwithstanding anything in these Terms, the User agrees and acknowledges that the Provider is not a party to the Vendor's Term between the Vendor and the User, and shall assume no liability for any acts or omissions of the Vendor and/or the User.

6. Limitation of Liability

6.1 Except where and to the extent expressly provided in these Terms, and to the maximum extent permitted by the Applicable Laws, the Provider shall not be liable to the User for:

 

(a) any acts or omissions of any Vendor, whether or not arising out of or in connection with a Vendor's Term;

(b) any loss of actual or anticipated profits;

(c) loss of revenue;

(d) delay in start-up, facilities downtime, and/or service interruption;

(e) increased costs of operations;

(f) loss of market or business opportunity;

(g) loss of or increased costs of financing;

(h) losses resulting from a failure to meet other contractual commitments or deadlines (including standby or other delay claims by other subcontractors of the User or other contractors of the User, or stipulated damages in other agreements); and/or

(i) any exemplary, special, punitive, direct, indirect or consequential damages or losses suffered by the User,

howsoever arising, whether under contract, tort or otherwise, even if the Provider knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy.

 

6.2 The User shall release and hold the Provider harmless from any claims referred to in Clause 6.1 above even if liability is based or claimed to be based upon:

(a) any breach by the Provider of its obligations under these Terms;

 

(b) any negligent act or omission, in whole or in part, by the Provider in connection with its performance of, or the discharge of its obligations under, these Terms;

 

(c) a failure of the App to achieve the specified or intended performance criteria, if any.

6.3 To the maximum extent permitted by the Applicable Laws, and not withstanding any provision in these Terms that is inconsistent with, or contrary to, this clause, the Provider's total and entire liability under these Terms (including warranty and damages), tort (including negligence and breach of statutory duty) or otherwise in relation to or in connection with these Terms shall in no circumstances exceed the lower of:

(a) the amount paid by the User to the Provider under these Terms during the twelve months prior to the event giving rise to liability;

and the User releases the Provider from any and all liability in excess thereof. This limitation of liability shall apply regardless of any act, default, omission or negligence, in whatever form or degree, and whether sole, partial, concurrent or contributory on the part of the Provider, and regardless of any other breach of duty or liability, whether strict, statutory, contractual or otherwise, by the Provider.

7. Intellectual Property Rights

7.1 Except as expressly specified in this Agreement, each Party shall retain ownership of all its respective Intellectual Property Rights, whether disclosed to the other Party or needed or contributed for the performance of this Agreement. For the avoidance of doubt, the Provider and its Affiliates shall retain all right, title and interest, including all associated Intellectual Property Rights, in and to the App.

7.2 The User represents, warrants and undertakes to the Provider that any Content provided by the User does not, and their use as contemplated by these Terms does not, and will not constitute an infringement or misappropriation of any Intellectual Property Rights of any third party and the User shall perform its responsibilities under these Terms in a manner that does not constitute an infringement or misappropriation of any Intellectual Property Rights of any third party.

 

7.3 The User shall fully and effectively indemnify, keep indemnified and hold harmless, the Provider and its Affiliates from and against, and agrees to pay on demand, any and all losses, liabilities, damages, costs, fines, penalties, claims and expenses (including legal fees on a full indemnity basis and other professional advisers' fees, and disbursements and costs of investigation, litigation, settlement, judgment, interest, penalties and remedial actions) incurred by or awarded against or imposed on the Provider as a result of, or in connection with, any claim for infringement of any Intellectual Property Rights relating to the Content provided by the User.

 

7.4 In the event of any claim or action being contemplated or instituted for an alleged infringement of Intellectual Property Rights or other statutory or common law rights, the Provider reserves the right to terminate the agreement formed pursuant to these Terms forthwith by written notice. The Provider's foregoing right shall be without prejudice to all or any of the Provider's rights and remedies at law or under these Terms.

 

8. Confidential Information

8.1 Each Party undertakes that it shall use all reasonable endeavours to keep confidential  the other Party's Confidential Information and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement; or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 8,

provided, however, that the Provider shall be allowed to disclose such Confidential Information to its Affiliates.

8.2 The receiving Party shall not disclose any Confidential Information to any person, except for information that is:

(a) part of the public domain;

(b) becomes part of the public domain other than through the fault of the Party receiving the information;

(c) already known by the receiving Party at the time of disclosure;

(d) required to be disclosed to third parties according to any Applicable Law; and/or

(e) independently developed by the receiving Party provided that the receiving Party can reasonably demonstrate its development of such information did not make use of information provided by the disclosing Party.

8.3 Except as expressly stated in this Agreement, no Party makes any express or implied warranty or representation concerning its

Confidential Information.

8.4 The User shall fully and effectively indemnify, keep indemnified and hold harmless the Provider and its Affiliates from and against, and agrees to pay on demand, any and all losses, liabilities, damages, costs, fines, penalties, claims and expenses (including legal fees on a full indemnity basis and other professional advisers' fees, and disbursements and costs of investigation, litigation, settlement, judgment, interest, penalties and remedial actions) incurred by or awarded against or imposed on the Provider as a result of or in connection with any breach of this Clause 8.

9. Compliance

 

9.1 The User shall not cause the Provider to be in breach of and take all actions, execute and deliver all documents and otherwise do all things necessary to comply with, and to assist and enable the Provider to comply with all Applicable Laws in connection with the App, any Vendor Platform, any Goods and Services and the Wallet and the performance of this Agreement, including but not limited to compliance with any statutory and common law data privacy and confidentiality requirements which are or which may in the future be applicable to the Provider or to information relating to the User.

9.2 The User shall fully and effectively indemnify, keep indemnified and hold harmless the Provider and its Affiliates from and against, and agrees to pay on demand, any and all losses, liabilities, damages, costs, fines, penalties, claims and expenses (including legal fees on a full indemnity basis and other professional advisers' fees, and disbursements and costs of investigation, litigation, settlement, judgment, interest, penalties and remedial actions) incurred by or awarded against or imposed on the Provider as a result of or in connection with the User's breach of this Clause 9.

 

10. Representations and Warranties

10.1 Each Party warrants and represents to the other that, as of the Effective Date and at all times as long as the agreement formed under these Terms has not been terminated:

 

(a) (if it is a corporation) it is duly constituted, properly incorporated and is validly existing under the laws of the country of incorporation;

(b) (if it is a corporation) it has taken all corporate and other action required to authorise the execution, delivery and performance of these Terms, and these Terms is binding upon and enforceable against it in accordance with the terms of these Terms;

(c) (if it is a natural person) it is of legal age and has the legal capacity to enter into and form contracts under any Applicable Laws;

(d) it has obtained all approvals and licences required from any government, tax, monetary or other authority to enable it to comply with the provisions of these Terms and make payment as required, and all approvals are in full force and effect;

(e) its entry into and performance under these Terms will not infringe the Intellectual Property Rights of any third party or cause it to be in breach of any obligations to a third party;

(f) it is not the subject of any actual, pending or threatened legal proceedings which has or may have a material adverse effect on its financial conditions; and

(g) it has taken no corporate action, nor has any other steps been taken or legal proceedings started or threatened against it for its bankruptcy, winding up, dissolution or for the appointment or a receiver, administrator, trustee or similar officer of it or any or all of its assets and undertakings.

10.2 Save as otherwise provided in these Terms, the Provider warrants that the App shall operate substantially in conformance with these Terms. The Provider's warranty shall not apply where the User:

(a) uses the App in a manner which is contrary to the Provider's instructions or the terms of these Terms; and/or

 

(b)modifies or alters the App without the Provider's prior written consent and authorisation.

10.3 Except as expressly provided in this Agreement, there are no conditions, warranties or other terms binding the Provider with respect to these Terms. Any condition, warranty or other term in this regard that might otherwise be implied or incorporated into these Terms, whether by statute, common law or otherwise, is, to the extent that it is lawful to do so, excluded by these Terms. Without prejudice to the generality of the foregoing:

(a) the Provider does not represent nor warrant the title, merchantability, satisfactory quality or fitness for a particular purpose, in relation to the App;

(b) the Provider does not represent nor warrant the accuracy, timeliness, adequacy, commercial value or completeness of all data and information contained in the App;

(c) the Provider does not represent nor warrant that the App is defect or error free, or will operate without interruption or is compatible with all equipment and software configurations, or that any identified defect will be corrected;

(d) the Provider does not represent nor warrant that the App is free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros;

(e) the Provider does not represent nor warrant the security of any information transmitted by or to the Vendor through the App, over the Internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet;

(f) the Provider is not responsible or liable for the deletion of or failure to store any Account Data and/or User Data and other communications maintained or transmitted through use of the services, and the User is solely responsible for securing and backing up its Account Data and/or User Data;

10.4 The Provider's liability for breach of the limited warranty in clause 10.2 above shall be limited solely to remedy any defect(s) in the App, and provided that a notice of such defect is duly delivered to the Provider as provided in these Terms.

11. Force Majeure

Neither Party shall be in breach of these Terms  or be liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. Such circumstances include, but are not limited to, act of God (for example, fires, explosions, earthquakes, and floods), power outage, theft, equipment or system failure, hacking attack and unusually high levels of use which have the effect of causing disruption or delay in the App, the Vendor App and/or the Goods and Services. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for four (4) weeks, the Party not affected may terminate this Agreement by giving seven (7) days' written notice to the affected Party.

 

12. Termination

12.1 The Provider may, in its sole and absolute discretion, terminate the Agreement at any time, for any reason, by giving notice to the User or by publishing a notice on the App.

 

12.2 The termination of the Agreement for any reason shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before the date of termination. Further, on termination, provisions in these Terms which are by their nature intended to survive shall continue in full force and effect. Upon termination, the User shall:

 

(a) as soon as reasonably practicable return or destroy (as directed in writing by the other Party) any documents, information or data provided to it by the Provider and any Vendor for the purposes of this Agreement, save that the Provider shall be permitted to retain all Derived Data even if it contains or incorporates any data, information, knowledge, or Content provided by the User;

 

(b) immediately pay the Provider all sums due from the User to the Provider and/or any Vendor, whether or not such sums have become payable when the Agreement is terminated; and

(c) cease to use the App, the Vendor Platform and all Goods and Services.

13. Other Provisions

 

13.1 Notices 

 

(a) All notices or other communications pursuant to these Terms given by the Provider to the User:

(i) if communicated through any print or electronic medium, shall be deemed to be received by the User, on the date of publication or broadcast; and

 

(ii) if sent by post or left at the User's last known address, shall be deemed to be received by the User, on the day following such posting or on the day when it was so left.

(b) All notices or other communications pursuant to these Terms given by the User to the Provider shall only be sent in writing to the Provider's designated address or email, and shall be deemed to be received by the Provider only upon receipt of such notice. The Provider's designated address and email are as follows: [Techsupport@myma.app]

13.2 Amendment. Save as otherwise provided in these Terms, no modification, amendment or variation of these Terms shall be binding unless it is in writing and duly executed by the Parties.

13.3 Independent Parties. The Parties are independent parties, and neither Party nor any of its employees are employees or agents of the other. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between Parties, constitute any Party the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of any other party.

13.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes and replaces in full all prior understandings, communications and agreements between the Parties. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.

13.5 No Waiver. Neither Party will be deemed to have waived any of its rights under these Terms by lapse of time or by any statement or representation other than (i) by an authorised representative and (ii) in an explicit written waiver. No waiver of a breach of these Terms will constitute a waiver of any prior or subsequent breach of these Terms.

13.6 Assignment. Save as otherwise provided in this Agreement, neither these Terms nor any of the rights, interests or obligations under these Terms shall be assigned, transferred, subcontracted or otherwise disposed of, in whole or in part, to a third party, unless otherwise agreed in writing by both Parties. The Provider may at any time upon notice to the User assign any or all of its rights under these Terms to its Affiliates.

13.7 Rights of Third Parties. No person, other than the Parties and the Provider's Affiliates, shall have any right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore or any similar legislation in any jurisdiction.

13.8 Severability. If at any time any provision of these Terms are or becomes invalid, illegal or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision shall not affect the validity and enforceability of the rest of these Terms. If any provision of these Terms are or becomes invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.9 Counterparts. Each Agreement may be executed electronically and in any number of counterparts, each of which shall be deemed an original, and all of such counterparts shall together constitute one agreement.

14. Governing Law and Jurisdiction

14.1 These Terms are governed by the laws of Singapore.

14.2 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 in accordance with the Arbitration Rules of the Singapore International Arbitration Centre 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. The language of the arbitration shall be English.

14.3 The International Arbitration Act (Cap. 143A), as amended from time to time, shall apply to any arbitration proceedings commenced under these Terms.  

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