Welcome to Dropship Vendor Interface

VIRTUAL SPACE AGREEMENT

 This Virtual Space Agreement (the “Agreement”) has been entered into between Bazingo Inc Pte Limited (hereinafter referred to as “Us” or “We”) and vendor (hereinafter referred to as “You”).

This Agreement shall become binding upon You and Us when You click on the I Agree button.

You and Us shall hereinafter jointly be referred to as the “Parties” and individually as the “Party”.

 

WHEREAS:

  1. We have established an online and mobile platform, inter alia, to facilitate and offer deals and products for purchase and sale and a portal for launching virtual stores on the website www.zingohub.com (the “Website”).
  1. You are desirous of obtaining virtual space on the Website to showcase your products for pre-order and sale (the “Space”).
  1. We wish to provide You with the Space on the Website in accordance with the terms and conditions provided under this Agreement.

NOW THEREFORE, the Parties agree as follows:

  1. Term

1.1. This Agreement shall come into effect on the day You click on the I Agree button and shall continue to be effective until termination of this Agreement (the “Term”).

 

  1. User

2.1. For the purposes of this Agreement, a “User” shall refer to any person who is a viewer of the Website irrespective of whether such person successfully completes a purchase of any Pre-Order Product or Product. “Product” means any product or item made available for sale and showcased/listed on the Website. “Pre-Order Product” means any product or item showcased/listed on the Website, is available for sale and delivery to Users in the future and is subject to the pre-ordering process as more clearly defined in Clause 4 of this Agreement..

 

  1. Space and Use thereof

3.1. We shall provide You with the Space on the Website which shall be used by You to showcase your Pre-Order Products and Products to Users of the Website and such use shall be in strict compliance with the terms and conditions contained under this Agreement as well as the Terms of Use, Privacy Policy, and any other policy of Us (jointly the “Policies”). You acknowledge the Policies and agree to be bound by the same. 

 

3.2. The Space provided to You by Us will be at a section deemed fit by Us. In the event that You request Us for a change in the section of the Space, or for any increase in the allotted Space, We may at our sole discretion adhere to such request, however any change may be subject to an increase in the amount of Fees payable, if deemed necessary by Us.

 

3.3. You shall showcase only the Pre-Order Products and Products as mutually agreed and which may be amended from time to time by the Parties however the final decision for any additional products to be added shall lie with Us.

 

3.4. You shall not be permitted to showcase any products which violate any law or public policy, or attempt to sell or deliver any products in a manner which violates law or public policy.

 

3.5. You understand and agree that We are providing the Space on the Website to You to showcase Products and Pre-Order Products on the basis of your representation to Us that the Products or Pre-Order Products or their listing on the Website do not and shall not infringe or violate the rights (including any copyright, trademark or other intellectual property right) of any person. Further, You understand and agree that We are only providing the Space to You, and We are not and shall not be involved or deemed to be involved in the selection, screening, analysis or testing of any Product or Pre-Order Product listed by You on the Space/Website. You agree to defend, indemnify and hold harmless Us against any and all damages, losses, costs and expenses relating to any claim or court proceeding brought against Us alleging infringement of any person’s rights, including without limitation intellectual property rights, in connection with any actual or proposed listing or showcasing of any Products or Pre-Order Products on the Space or Website.

 

3.6. Without affecting the applicability of Clause 3.5 above, We reserve the right, at our sole discretion, to permit the showcasing or listing on the Space only certain Products or Pre-Order Products intended to be sold by You. You acknowledge and agree that our exercise of discretion towards this end is not to be construed as a screening for any potential infringement of the rights of any third parties as a result of the Products or Pre-Order Products or their showcasing or listing on the Space or Website, and We may be exercising our discretion to omit the listing or showcasing of any Products or Pre-Order Products based on a technical or similar restriction applicable to Us, the Space or the Website.

 

3.7. You agree that if You are listing any Products for sale on other online retail / e-commerce websites or platforms, then the price quoted by You for such Product on the Website shall be no greater than the lowest price quoted by You for the same Product on other websites or platforms.

 

  1. Pre-Order

4.1. Users may place a pre-order for Pre-Order Products and make payment for such products upon placing the pre-order. We shall provide You with Space on the Website for the listing of such Pre-Order Products.

 

4.2. Each Pre-Order Product shall be listed or showcased on the Website for a period of fourteen (14) days (the “Pre-Order Period”), or such longer period as agreed between the Parties, commencing from the date on which the Pre-Order Product was first listed/showcased on the Website. At the end of the Pre-Order Period for a given Pre-Order Product, We shall have the right to remove the listing for such Pre-Order Product from the Website without prior notice to You.

 

4.3. Each Pre-Order Product shall be subject to a minimum order requirement as agreed between the Parties (the “Minimum Pre-Order Quantity”), which would need to be met within the Pre-Order Period only. If the Minimum Pre-Order Quantity for a particular Pre-Order Product is equaled or exceeded on or before the end of the Pre-Order Period, then You shall process delivery of such Pre-Order Product to the Users who have made payment for such Pre-Order Products. If the Minimum Pre-Order Quantity for the particular Pre-Order Product is not met, then the Users shall be entitled to a refund of payments made by them for such Pre-Order Products, subject to any law applicable to cross-border transmission and remittance of funds, and no sale or delivery of the Pre-Order Product shall take place.

 

4.4. We shall not be liable in any manner to You or any User for failure of any Pre-Order Product from achieving the Minimum Pre-Order Quantity, for any reason whatsoever, nor shall We be liable in any manner to You or any Users for failure to refund amounts paid by Users due to operation of law.

 

  1. Payment Terms

5.1. In consideration for the Space provided to You, We shall be entitled to a fee in the manner described herein below (the “Fees”). All Fees described in this Agreement are exclusive of applicable taxes. For sake of clarity, applicable taxes shall be deducted from the Fees, from the Vendor Price or Payouts, as defined below, payable to You.

 

5.2. The Fees with respect to the Products and sold through the Website shall be equal to nine percent (9%) (or such other percentage as determined at our sole discretion and notified in advance to You) of the price at which a Product is sold (the “Selling Price”) to a User on the Website.

 

5.3. The Fees with respect to Pre-Order Products hereto shall be payable only at the end of the Pre-Order Period for such Pre-Order Products, provided that the Minimum Pre-Order Quantity for such Pre-Order Product has been met. Such Fees shall be equal to nine percent (9%) (or such other percentage as determined in our sole discretion and notified in advance to You) of the total Selling Price for such Pre-Order Product.

 

5.4. The Parties hereby agree and understand that when a Product hereto is sold on the Website, the Selling Price will be transmitted through an international payment gateway. We shall then be entitled to receive the Fees which are due to Us, all of which shall be deducted from the Selling Price and transmitted to Us through the said international payment gateway. Thereafter, the balance shall be transmitted to You (the “Vendor Price”) by the said international payment gateway on a weekly basis on Wednesday, in relation to all Products which have been successfully shipped and delivered to the Users. The Parties hereby agree and understand that the Vendor Price shall be transmitted to You only after the Selling Price has been paid by the User and We have received the Fees, in full.

 

5.5. The Parties hereby agree and understand that the Selling Price for a Pre-Order Product will be paid by the User through an international payment gateway, as and when a User places a Pre-Order. At the end of the Pre-Order Period and provided the Minimum Pre-Order Quantity has been met, We shall be entitled to the Fees as described in Clause 5.2 above, which shall be deducted from the total Selling Price received, and the remaining shall be disbursed to You (the “Payout”) through an international payment gateway within seven (7) days from the end of the Pre-Order Period. In the event that the Minimum Pre-Order Quantity is not met, then We shall raise a request to the international payment gateway for initiation of processing of refunds to all Users who had made payments for the Pre-Order Product, and such refunds may be made subject to and after due compliance with any laws or regulations applicable to cross-border transmission of monies. Thereafter, We and You shall not have any payment obligations to each other.

 

5.6. In the event of a successful sale of a Product or Pre-Order Product (which has been delivered to Users following the achievement of the Minimum Pre-Order Quantity) which is subsequently returned or replaced by a User for reasons including, but not limited to, the Product or Pre-Order Product, as the case may be, being faulty, defective or misleading in nature from what was advertised by You, We shall not be liable to refund the Fees for such Product or Pre-Order Product, as the case may be, to You . In the event a User returns or seeks replacement of a Product or Pre-Order Product as the case may be, as described above, then You shall be solely responsible for compliance with applicable laws and regulations relating to international shipments as well as cross-border transmission of monies, as well as all costs and fees related to such return or replacement, including costs of following procedures laid down in applicable law relating to such return or replacement.

 

5.7. The Parties hereby agree that We shall not be liable in any manner for a delay caused in disbursement of Payouts and/or Vendor Price to You by financial institutions or for a delay/failure attributable to operation of applicable law. Further, the Parties agree that risk of currency/exchange rate fluctuations shall be borne by You.

 

5.8. The Parties understand and agree that the payment gateway/mechanism used by You is PayPal and/or Stripe for settling and collecting payments. We may, at our sole discretion change the payment gateway/mechanism used. In the event of such a change, You will be notified of the same within seven (7) days of such change. Payments will be settled with You either in Singapore Dollars (SGD), United States Dollars (USD), Indian Rupees (INR) or United Arab Emirates Dirhams (AED), depending on the place of registration and operation of the your business. In addition, where applicable, it is expected that You will have your own PayPal or Stripe accounts in order to facilitate settlements directly between the payment gateway providers and You.

 

  1. Shipping

6.1. In the event of a successful sale of a Product or Pre-Order Product, You shall be obliged to deliver the Product or Pre-Order Product to the User who has purchased such Product or Pre-Order Product. Refusal or failure by You to ship and deliver such Product or Pre-Order Product shall be considered as a material breach by You of this Agreement, and We shall retain the right to terminate this Agreement in accordance with Clause 12.1.2 below.

 

6.2. You shall be solely responsible for management of shipment and delivery of Products and Pre-Order Products. You may, at your reasonable discretion, select and retain a reputable logistics partner to coordinate shipment and deliveries on behalf of You. Under no circumstances shall We be directly or indirectly responsible for shipment and delivery of Products and/or Pre-Order Products, nor shall We be regarded as an exporter or importer of record for any reason.

 

  1. Use of Logo and Trademarks

7.1. You hereby grant permission to Us to use all content of your website, logos and trademarks, the Products and Pre-Order Products in order for the same: (i) to be displayed on the Website; and (ii) to be used by Us for our promotional and marketing activities, during the Term of this Agreement. You shall be responsible to ensure that You have all the necessary rights, title and/or licenses related to the logos and trademarks of the Products and Pre-Order Products in order for them to be displayed on the Website.

 

7.2. In the event that You are required to incur any expenditure in order to obtain rights, title and/or licenses as contemplated in Clause 7.1, You shall be solely responsible to incur all costs in this regard.

 

  1. Representations and Warranties

8.1. You represent and warrant as follows:

 

8.1.1. You shall comply with all applicable laws, including but not limited to the following:

a) All laws, rules, regulations and guidelines applicable to the import and export of Products and Pre-Order Products, including without limitation possession of export or import licenses, approvals, consents and authorizations (for imports/exports), ensuring that items which are banned for export or import as per the laws of the applicable country are not exported or imported, and obtaining prior export or import approval/license for applicable products;

b) All laws, rules, regulations, circulars and guidelines applicable to cross-border transmission of monies, including laws of all applicable countries where such monies are being expatriated or repatriated, as the case may be;

c) All laws, regulations, circulars and rules applicable to customs duty, including complete and accurate maintenance of all records and paperwork stipulated under such laws, as well as ensuring payment of appropriate duties calculated in accordance with the applicable rules;

d) Where You are selling or delivering, or offering to sell or offering to deliver, any electrical or electronic equipment and components to Users, to comply with the provisions of all applicable laws and rules in relation to management and handling of electronic waste; and

e) All laws, rules, regulations and notifications relating to data privacy or data protection laws.

 

8.1.2. You shall not make any representations or assurances, related to Us, to any third party unless specifically approved in writing by Us;

 

8.1.3. You have obtained all necessary rights, title and licenses for the logos and trademarks of the Products and Pre-Order Products which would permit the display of the logos and trademarks on the Website;

 

8.1.4. You and/or the Products and/or the Pre-Order Products shall not infringe any intellectual property of any third party; and

 

8.1.5. You shall not sub-contract or assign any of your duties, obligations or rights under this Agreement to any third party.

 

    1. Confidentiality

9.1. You agree to keep confidential terms of this Agreement and all technical, product, business, financial, and other information regarding the present, future business and software programs of Us, our customers, employees, investors, contractors, vendors and suppliers (the “Confidential Information”), including but not limited to programming techniques and methods, research and development, computer programs, documentation, marketing plans, customer identity, and business methods. Without limiting the generality of the foregoing, Confidential Information includes all information and materials disclosed orally or in any other form, regarding the our software products or software product development including, but not limited to, the configuration techniques, data classification techniques, user interface, applications programming interfaces, data modeling and management techniques, data structures, and other information of or relating to our software products or derived from testing or other use thereof.

 

9.2. You shall at all times protect and safeguard the Confidential Information and agree not to disclose, give, transmit or otherwise convey any Confidential Information, in whole or in part, to any other party.

 

9.3. You shall not in any manner use any Confidential Information that you have access to under this Agreement for any matters outside the scope of this Agreement.

 

9.4. You agree that you will not use any Confidential Information for your own purpose or for the benefit of any third party and shall honor the copyrights and other intellectual property rights of Us and will not copy, duplicate, or in any manner reproduce any such copyrighted materials.

 

9.5. Upon request by Us or upon earlier termination of this Agreement, You shall promptly deliver to Us any and all documents, notes, or other physical embodiments of or reflecting the Confidential Information (including copies thereof) that are in your possession or control.

 

9.6. You shall be liable for any unauthorized disclosure made by yourself, your employees, contractors, consultants and partners, of any Confidential Information or any information denoted by Us to be confidential in nature.

 

9.7. The provisions of this Clause 9 shall survive the termination of this Agreement.

 

      1. Indemnity

10.1. You agree to defend, indemnify, and hold harmless Us , and our directors, officers, employees, representatives, and agents (the “Indemnified Party”) from and against any and all claims, actions, demands, legal proceedings, liabilities, damages, losses, judgments, authorized settlements, costs or expenses, including without limitation reasonable attorneys’ fees, (the “Damages”) arising out of or in connection with any alleged or actual:

 

10.1.1. Your use of the Space;

 

10.1.2. Infringement of any third party intellectual property rights by You ;

 

10.1.3. Violation of applicable law or public policy by You;

 

10.1.4. Violation of any Policies;

 

10.1.5. Claim arising out of the breach of the your representations or confidentiality obligations under this Agreement;

 

10.1.6. Claim by any User related to You and/or the Products and/or the Pre-Order Products; and

 

10.1.7. Specifically, in the event of any claim, penalty, loss or damages suffered by Us arising out of or related to your breach of warranties specified in Clause 8.1.1 of this Agreement.

 

      1. Liability

11.1. Our aggregate liability under this Agreement, whether direct or consequential under any circumstances, shall be limited to the Fees paid by You to Us.

 

      1. Termination

12.1. This Agreement may be terminated in the following circumstances:

 

12.1.1. Upon provision of written notice of at least thirty (30) days or any other time period as per mutual agreement, by either Party to the other;

 

12.1.2. Where either Party is in breach of any of the provisions of this Agreement, the breaching Party shall make best efforts to resolve the breach within thirty (30) days of receiving notice of the said breach. If the breach cannot be resolved within the said period of thirty (30) days the non-breaching Party shall have the right to terminate this Agreement with immediate effect. In the event that the breaching Party is You, We shall have the right to suspend the your use of the Space till the breach is resolved;

 

12.1.3. At our sole discretion, with immediate effect for which We shall not be bound to provide any reason to You.

 

      1. Jurisdiction and Applicable Law

13.1. This Agreement shall be governed by and construed in accordance with the laws of Singapore, without reference to its conflicts of laws rules. The Parties agree that the United Nations Convention on International Sale of Goods shall not be applicable to this Agreement.

 

13.2. Subject to Clause 14 of this Agreement, the courts in Singapore shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

 

      1. Arbitration

14.1. In the event of any dispute, the Parties shall, at first instance, attempt to amicably resolve the same.

 

14.2. In the event of the inability of the Parties to amicably resolve any disputes arising under this Agreement within fifteen (15) days of such dispute being referred for amicable resolution, such disputes shall be resolved through arbitration in accordance with the arbitration rules of the Singapore International Arbitration Centre (SIAC) by an arbitration panel comprising of 1 (one) arbitrator appointed by mutual consent of the Parties. 

 

14.3. All expenses of the arbitration shall be borne equally by the Parties, subject to any determination of costs that the arbitral panel may order. The verdict of the arbitration shall be final and binding upon the Parties. The place of arbitration shall be Singapore and all arbitration proceedings shall be conducted exclusively in the English language.

 

14.4. Each Party shall continue to perform its obligations under this Agreement, pending final resolution of any dispute. However, We shall have the right to suspend the your use of the Space where such use is detrimental to law, public policy or Policies.

 

      1. General

15.1. In the event that any part of this Agreement is rendered or declared invalid by a court of competent jurisdiction, such invalidation of such part or portion of this Agreement should not invalidate the remaining portions thereof, and they shall remain in full force and effect. It is further agreed that if part of the Agreement is determined invalid, either Party may open negotiations solely with respect to a substitute for such clause or portion, within seven (7) days after a ruling has been made.

 

15.2. You shall not assign this Agreement or any rights or obligations hereunder without our prior written consent, and any attempted unpermitted assignment shall be null and void; provided that We may, by notifying You, assign our right to collect amounts due to Us under this Agreement to any person, and provided further We may, by notifying You, assign any or all of our rights or obligations under this Agreement to our parent company or any subsidiary or affiliated company.

 

15.3. No amendment, modification, replacement, termination or cancellation of any provision of this Agreement will be valid, unless the same is in writing and signed by the Parties. No waiver by any Party of any default, misrepresentation, or breach hereof, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence.

 

15.4. All notices, requests, demands, claims and other communications hereunder will be in writing.  Any notice, request, demand, claim or other communication hereunder will be deemed duly given if (and received three (3) business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

To Us,

Bazingo Inc. Pte Limited

5000D Marine Parade Road, #03-15, Singapore 449287

 

To You, to the address specified by You in the user registration form provided by Us.

 

15.5. Nothing in this Agreement shall be construed in any manner to create a principal and agent relationship or an employer employee relationship between the Parties. It is expressly understood that the Parties are contractors independent of one another, and that neither has the authority to bind the other to any third party or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both Parties hereto. Further, nothing in this Agreement shall be construed as appointing Us as an import agent, export agent, freight forwarding agent or customs house agent of You or any Users. We are, and shall always be construed as, an intermediary between You and the Users for the purpose of sale and purchase of goods and/or services displayed on the Website as a platform.

 

 

PROJECT MANAGER AGREEMENT 

This Project Manager Agreement (the “Agreement”) has been entered into between Bazingo Inc Pte Limited (hereinafter referred to as “Us” or “We”) and project manager (hereinafter referred to as “You”).

This Agreement shall become binding upon You and Us when You click on the I Agree button.

You and Us shall hereinafter jointly be referred to as the “Parties” and individually as the “Party”.

 

WHEREAS:

  1. We have established an online and mobile platform named as “Jumpstart” to, inter alia, facilitate rewards based crowdfunding towards promotion of various products or services, including but not limited to a cause, an idea, an item, an event, musical composition or a movie on our website www.zingohub.com (“Jumpstart”).
  1. You are desirous of obtaining virtual space on Jumpstart to promote or advance you products or services (the “Space”).
  1. We wish to provide You with the Space on Jumpstart in accordance with the terms and conditions provided under this Agreement.

NOW THEREFORE, the Parties agree as follows:

  1. Term

1.1. This Agreement shall come into effect on the day You click on the I Agree button and shall continue to be effective until termination of this Agreement (the “Term”).

 

  1. User

2.1. For the purposes of this Agreement, a “User” shall refer to any person who is a viewer of Jumpstart irrespective of whether such person contributes towards a Project (as defined below).

 

  1. Space and Use thereof

3.1. We shall provide You with the Space on Jumpstart which shall be used by You to promote or advance your products or services including, but not limited, to a cause, an idea, a product, an event, musical composition or a movie (the “Project”) to Users of Jumpstart and such use shall be in strict compliance with the terms and conditions contained under this Agreement as well as the Terms of Use, Privacy Policy, and any other policy of Us that You shall be made aware of (jointly the “Policies”).

 

3.2. The Projects to be showcased on Jumpstart by You are mutually agreed between You and Us. Subject to the terms of this Agreement, You may ask for additional Projects and after mutual agreement, they would then be showcased on Jumpstart.

 

3.3. You represent to Us that all Projects to be showcased on Jumpstart comply with applicable law and public policy. The onus of verifying if any Project or the funding plan for such Project is in compliance with all applicable laws, rules, regulations, bye-laws, notifications, guidelines and Policies shall lie solely on You.

 

3.4. In addition to the above, You represent to Us that Projects or their listing on Jumpstart do not and shall not infringe or violate the rights (including any copyright, trademark or other intellectual property right) of any person. Further, You shall be solely responsible for the payment of any applicable royalty, license fees or usage fees in relation to any third-party content posted or published by You on the Website, and agree to indemnify Us for any claims, expenses, losses or damages incurred by Us in this regard.

 

3.5. You acknowledge and understand that the above representations made by You form the sole basis on which We have agreed to provide the Space to You. Further, You understand and agree that We are only providing the Space to You, and We are not and shall not be involved or deemed to be involved in the selection, screening, analysis, testing or execution of any Project listed by You on the Space/Jumpstart.

 

  1. Project and Fees

4.1. In order to get a Project selected to be showcased on Jumpstart, You agree to provide all information and supporting documentation about yourself and your Projects as requested by Us at any point of time. On the basis of prima facie examination of the documents and information made available by You, if We believe that You or the Projects may potentially be against law or public policy, or infringe the rights of any third party, or lower our reputation or Jumpstart, We may choose not to permit the said Projects from being showcased on Jumpstart, and You shall have no claim against Us in such an event. However, the You understand and agree that any such examination by Us shall be of a prima facie nature only and cannot be considered to be a substitute for a detailed due diligence process.

 

4.2. You may use Jumpstart as a platform to showcase the Projects in order to invite monetary contributions from Users (the “Contributions”). Each Project shall have a pre-defined cumulative Contribution target to be achieved (the “Target”), which shall be displayed in the listing of the Project on Jumpstart. In addition, each Target would need to be achieved within a pre-defined time frame (the “Time Frame”) commencing from the date of the listing of the Project on Jumpstart. In return for every Contribution made by a User towards a Project, the You shall provide a reward (the “Reward”), which shall not be monetary in nature, to each such User.

 

4.3. You understand and agree that You will not be permitted to alter the Time Frame or the Target at any point of time. Users take into account the details related to the Time Frame and the Target while making Contributions and hence changes in the same are not permitted.

 

4.4. You must use the Contributions collected through Jumpstart via the international payment gateway solely as described to the Users and on Jumpstart. You may be liable to legal prosecution by Users if you are found to be using Contributions for inappropriate and unintended purposes. We reserve the right to discontinue the Project if We get any notification of misuse of Contributions or use of Contributions for any purpose other than the one stated in Jumpstart in relation to the Project, without any notice or discussion with You at our sole discretion.

 

4.5. You undertake that upon achieving the Target in relation to a Project, You shall be obliged to complete the Project and deliver the Rewards as described, while adhering to a high degree of diligence and care. Towards this end, You shall complete the following tasks in the event of the Target in relation to a Project being achieved:

 

4.5.1. You shall regularly keep the Users informed about the state and progress of the Project;

 

4.5.2. You shall regularly inform the Users as to how the Contributions are being utilized via the international payment gateway, and certify to the Users that the Contributions are being utilized only in connection with the Project;

 

4.5.3. You shall complete the Project with utmost diligence and care and within the Time Frame as specified by You on the Website and/or Space;

 

4.5.4. You shall through the international payment gateway refund to the Users any amount from the Contribution that remains unutilized upon completion of the Project subject to applicable foreign exchange laws; and

 

4.6.5. You shall regularly provide updates to Us with regard to the Project, Contributions and Rewards, as and when required by Us.  You shall always provide true information with respect to the updates provided to Us.

 

4.7. You shall offer Rewards in exchange for each Contribution. The Rewards shall not be a profit share in the Project or any equity in the Project. No Contribution shall be treated as a loan towards the Project in any manner whatsoever. You are permitted to alter the Rewards offered towards Contributions in the Project in an attempt to increase future Contributions as long as such changes have the our prior approval. However, when a User has already made a Contribution, the Reward offered to the respective User may not be altered or changed in any manner. Once a Contribution is made, You shall be obliged to give the respective User the Reward promised.

 

4.8. For each Project that achieves its Target within the defined Time Frame, We shall  instruct the international payment gateway to transmit the Contributions (subject to applicable laws relating to international transmission of monies) made for such Projects to You (the “Payout”), less the Fees as defined below. For Projects that do not achieve their respective Target, We shall instruct the international payment gateway to refund the Contributions to the respective Users making such Contributions, subject to applicable laws relating to international transmission of monies.

 

4.9. The fees (the “Fees”) charged by Us from You shall be nine percent (9%) of the aggregate amount of Contributions towards a Project, provided such Project has achieved its Target within the Time Frame, or any other sum as agreed in writing between the Parties. All Fees shall be exclusive of applicable taxes, all of which shall be charged to your account and shall be deducted from the Payout via the international payment gateway on our instructions.

 

4.10. The Parties understand and agree that the payment gateway/mechanism used by the Us is PayPal for settling and collecting payments. We may, at our sole discretion change the payment gateway/mechanism used. In the event of such a change, You will be notified of the same within seven (7) days of such change. The Parties hereby agree that We shall not be liable in any manner for a delay caused in disbursement of Payout to You by international payment gateway/financial institutions.

 

4.11. We, at our sole discretion, may instruct the international payment gateway to conduct authorization hold on the debit card/credit cards used by the Users towards making Contribution. If the Project has not achieved its Target within the Time Frame, then We via the international payment gateway shall instruct to remove the authorization hold on the debit card/credit card used by the Users.

 

  1. Use of Logo and Trademarks

5.1. You hereby grant permission to Us to use all logos and trademarks of yours and the Projects in order for the same to be displayed on Jumpstart during the Term of this Agreement. You shall be responsible to ensure that You have all the necessary rights, title and/or licenses related to the logos and trademarks of the Projects in order for them to be displayed on Jumpstart.

 

5.2. In the event that You are required to incur any expenditure in order to obtain rights, title and/or licenses as contemplated in Clause 5.1, You shall be solely responsible to incur all costs in this regard.

 

  1. Representations and Warranties

6.1. You shall comply with all applicable laws;

 

6.2. You shall obtain all necessary regulatory, legal or governmental approvals or permits as may be necessary in relation to the Projects or their funding, prior to posting/displaying such Projects on Jumpstart;

 

6.3. You shall not make any representations or assurances, related to Us , to any third party unless specifically approved in writing by Us ;

 

6.4. You and/or the Project shall not infringe any rights, including without limitation intellectual property rights, of any third party;

 

6.5. You shall not sub-contract or assign any of your duties, obligations or rights under this Agreement to any third party;

 

6.6. You shall make use of the Contributions solely for the purposes of the Project and for no other purposes; and

 

6.7. You shall allow Us and/or third party on behalf of Us to conduct audits with regard to your compliance with terms of this Agreement, including but not limited to your usage of Contributions for the purposes of the Project and further your future financial projections with respect to the Project. In case such audit reveals any discrepancies with respect to the usage of the Contributions and/or other non-compliance with this Agreement, You shall forthwith correct such discrepancy and/or non-compliance. In addition, in case such audit reveals any non-compliance and/or unauthorised use, the costs of such audit, whether conducted by Us and/or a third party on its behalf shall be borne by You.     

 

  1. Confidentiality

7.1. You agrees to keep confidential terms of this Agreement and our technical, product, business, financial, and other information regarding the present, future business and software programs, our customers, employees, investors, contractors, vendors and suppliers (the “Confidential Information”), including but not limited to programming techniques and methods, research and development, computer programs, documentation, marketing plans, customer identity, and business methods. Without limiting the generality of the foregoing, Confidential Information includes all information and materials disclosed orally or in any other form, regarding our software products or software product development including, but not limited to, the configuration techniques, data classification techniques, user interface, applications programming interfaces, data modeling and management techniques, data structures, and other information of or relating to our software products or derived from testing or other use thereof.

 

7.2. You shall at all times protect and safeguard the Confidential Information and agree not to disclose, give, transmit or otherwise convey any Confidential Information, in whole or in part, to any other party.

 

7.3. You shall not in any manner use any Confidential Information that you have access to under this Agreement for any matters outside the scope of this Agreement.

 

7.4. You agree that you will not use any Confidential Information for your own purpose or for the benefit of any third party and shall honour our copyrights and other intellectual property rights and will not copy, duplicate, or in any manner reproduce any such copyrighted materials.

 

7.5. Upon request by Us or upon earlier termination of this Agreement, You shall promptly deliver to Us any and all documents, notes, or other physical embodiments of or reflecting the Confidential Information (including copies thereof) that are in your possession or control.

 

7.6. You shall be liable for any unauthorized disclosure made by yourself, your employees, contractors, consultants and partners, of any Confidential Information or any information denoted by Us to be confidential in nature.

 

7.7. The provisions of this Clause 7 shall survive the termination of this Agreement.

 

  1. Indemnity

8.1. You agree to defend, indemnify, and hold harmless Us , and our directors, officers, employees, representatives, and agents (the “Indemnified Party”) from and against any and all claims, actions, demands, legal proceedings, liabilities, damages, losses, judgments, authorized settlements, costs or expenses, including without limitation reasonable attorneys’ fees, (the “Damages”) arising out of or in connection with any alleged or actual:

 

8.1.1. Infringement of any third party intellectual property rights by You ;

 

8.1.2. Violation of applicable law or public policy by You;

 

8.1.3. Violation of any Policies by You;

 

8.1.4. Usage of Contributions for other purposes not related to the Project by You;

 

8.1.5. Any non-compliance with the terms of this Agreement whether revealed by an audit or otherwise;

 

8.1.6. Any wrong information and documentation provided with regard to future financial projections by You ;

 

8.1.7. Claim arising out of the breach of your representations or confidentiality obligations under this Agreement;

 

8.1.8. Occurrence of any event specified under Clause 10.1.3 below and

 

8.1.9. Claim by any User related to You and/or the Project.

 

  1. Liability

9.1. Our aggregate liability under this Agreement, under any circumstances, shall be limited to the Fees paid by You to Us ; provided that under no circumstances shall We be liable to any person for any indirect, special, punitive or consequential damages of any nature, including without limitation for any loss of profits, stoppage of business, loss of customers, data loss or system malfunction.

 

9.2. Further, We shall not be liable in any amount or responsible in any manner for the following:

 

9.2.1. Overseeing or reviewing Projects or their performance;

 

9.2.2. Intervening in any manner in any dispute, discussion or debate between two or more Users;

 

9.2.3. Accuracy, completeness or reliability of any content which You may access on or through the Website; or

 

9.2.4. Any loss, damage, expense or cost suffered by You in relation to a third party’s claim.

 

  1. Termination

10.1. This Agreement may be terminated in the following circumstances:

 

10.1.1. Upon provision of written notice of at least thirty (30) days or any other time period as per mutual agreement, by either Party to the other;

 

10.1.2. Where either Party is in breach of any of the provisions of this Agreement, the breaching Party shall make best efforts to resolve the breach within thirty (30) days of receiving notice of the said breach. If the breach cannot be resolved within the said period of thirty (30) days the non-breaching Party shall have the right to terminate this Agreement with immediate effect. In the event that the breaching Party is You, We shall have the right to suspend the your use of the Space till the breach is resolved; and

 

10.1.3. At our sole discretion, We may terminate the Agreement with immediate effect for any of the following reasons:

(a) Any breach of applicable law, rule, regulation or ordinance by You;

(b) Any false or misleading information provided by You in relation to the Project or the goods or services offered therein;

(c) Any fraudulent practices engaged byYou;

(d) Any attempt You to list any goods or services or offer Rewards that are illegal or prohibited by law;

(e) Any act, or attempt thereof, of yours that is threatening, abusive, harassing, defamatory or obscene, or invasive of any person’s privacy;

(f)  Any publishing, posting, creation or distribution of unsolicited or unauthorized advertisements or marketing materials, mailing lists, bulk email or computer virus or similar disruptive or harmful computer program by You;

(g) Any act, or attempt thereof, of yours which is intended to or would have the effect of circumventing any data security and similar system security measures utilized by Us in relation to the Space or the Website;

(h) Any attempt made by You to reverse engineer or decompile the software code used in the Website or the Space, or any attempt by You to access, download or modify the source code thereof; or

(i) Any act or omission of yours that is, in the reasonable discretion of Us, placing an excessive load on the Website in a manner as to adversely affect the proper functioning of the Website.

 

10.2 Upon the termination of the Agreement as contemplated in Clause 10.1 above, for the Project that has not achieved its Target prior to the date of termination, You hereby acknowledge and agree that it shall not entitled be to any Payouts for such Projects and that We shall instruct the international payment gateway to refund the Contributions made for such Projects to the respective Users that made such Contributions, subject to applicable laws relating to international transmission of monies.

 

  1. Jurisdiction and Applicable Law

11.1. This Agreement shall be governed by and construed in accordance with the laws of Singapore, without reference to its conflicts of laws rules. The Parties agree that the United Nations Convention on International Sale of Goods shall not be applicable to this Agreement

 

11.2. Subject to Clause 12 herein below, the courts in Singapore shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

 

  1. Arbitration

12.1. In the event of any dispute, the Parties shall, at first instance, attempt to amicably resolve the same.

 

12.2. In the event of the inability of the Parties to amicably resolve any disputes arising under this Agreement within fifteen (15) days of such dispute being referred for amicable resolution, such disputes shall be resolved through arbitration in accordance with thearbitration rules of the Singapore International Arbitration Centre (SIAC) by an arbitration panel comprising of 1 (one) arbitrator appointed by mutual consent of the Parties.

 

12.3. All expenses of the arbitration shall be borne equally by the Parties, subject to any determination of costs that the arbitral panel may order. The verdict of the arbitration shall be final and binding upon the Parties. The place of arbitration shall be Singapore and all arbitration proceedings shall be conducted exclusively in the English language.

 

12.4. Each Party shall continue to perform its obligations under this Agreement, pending final resolution of any dispute. However, We shall have the right to suspend your use of the Space where such use is detrimental to law, public policy or any Policies.

 

  1. Our Rights

13.1. You understand and agree that We must and shall retain control over the structure, design and operation of the Website, in order to protect the security and integrity of the Website and for our business reasons. Therefore, You agrees that We may, in our sole discretion, perform the following:

 

13.1.1. Make changes to the Website without prior notice;

 

13.1.2. Cancel any User or your account;

 

13.1.3. Reject, cancel, interrupt, remove or suspend any Project without prior notice and for any reason; or

 

13.1.4. Block the Website in such countries, regions or areas in which our operation is prohibited under applicable law.

 

  1. General

 

14.1. In the event that any part of this Agreement is rendered or declared invalid by a court of competent jurisdiction, such invalidation of such part or portion of this Agreement should not invalidate the remaining portions thereof, and they shall remain in full force and effect. It is further agreed that if part of the Agreement is determined invalid, either Party may open negotiations solely with respect to a substitute for such clause or portion, within seven (7) days after a ruling has been made.

 

14.2. You shall not have the right to assign this Agreement or any rights or obligations hereunder without our prior written consent, and any attempted unpermitted assignment shall be null and void, provided We may, by notifying You, assign any or all of our rights or obligations under this Agreement to our parent company or any subsidiary or affiliated company.

 

14.3. No amendment, modification, replacement, termination or cancellation of any provision of this Agreement will be valid, unless the same is in writing and signed by the Parties. No waiver by any Party of any default, misrepresentation, or breach hereof, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence.

 

14.4. All notices, requests, demands, claims and other communications hereunder will be in writing.  Any notice, request, demand, claim or other communication hereunder will be deemed duly given if (and received three (3) business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

 

To Us ,

Bazingo Inc. Pte. Ltd.

5000D Marine Parade Road, #03-15,

Singapore 449287

 

To You, to the address specified by You in the user registration form provided by Us

 

14.5. Nothing in this Agreement shall be construed in any manner to create a principal and agent relationship or an employer employee relationship between the Parties. It is expressly understood that the Parties are contractors independent of one another, and that neither has the authority to bind the other to any third party or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both Parties hereto.