Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you and Porchbuds, nor does it authorise you to incur any costs or liabilities on Porchbuds’ behalf.
The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms of Service, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These Terms of Service may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.
You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation the UK Bribery Act, the US Foreign Corrupt Practices Act and the Singapore Prevention of Corruption Act and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.
Access to and use of password protected and/or secure areas of the Platform and/or use of the Services are restricted to Customers with accounts only. You may not obtain or attempt to obtain unauthorised access to such parts of this Platform and/or Services, or to any other protected information, through any means not intentionally made available by us for your specific use. A breach of this provision may be an offence under the Computer Misuse Act (Chapter 50A) of Singapore.
“Customer” means an authorised user of the Platform and/or the Services.
“Intellectual Property” means all copyright, patents, utility innovations, trade marks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
“Indemnitees” means Hypergrowth Ventures and all of its respective officers, employees, directors, agents, contractors and assigns.
“Porchbuds”, “we”, “our” and “us” refer to Hypergrowth Ventures, a sole proprietorship incorporated pursuant to the laws of Singapore under registration number 53431362X and having its registered address at 4 Park Villas Green, Singapore 545448.
“Listing Price” means the price of Products listed for sale to Customers, as stated on the Platform.
“Losses” means all penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands, and other liabilities, whether foreseeable or not.
“Materials” means, collectively, all web pages on the Platform, including the information, images, links, sounds, graphics, video, software, applications, and other materials displayed or made available on the Platform and the functionalities or services provided on the Platform.
“Order” means your order for Products sent through the Platform in accordance with the relevant Terms & Conditions of Sale.
“Password” refers to the valid password that a Customer who has an account with us; the term may be used in conjunction with the Username to access the relevant Platform and/or Services.
“Personal Data” means data, whether true or not, that can be used to identify, contact or locate you. Personal Data can include your name, e-mail address, billing address, shipping address, phone number and credit card information. “Personal Data” shall be deemed to include any data that you have provided to us when placing an Order, regardless of whether you have an account with us.
“Platform” means (a) both the web and mobile versions of the website operated and/or owned by Porchbuds which is presently located at the following URL: porchbuds.com.
“Product” means a product (including any installment of the product or any parts thereof) available for sale to Customers on the Platform.
“Prohibited Material” means any information, graphics, photographs, data and/or any other material that:
contains any computer virus or other invasive or damaging code, program or macro;
infringes any third-party Intellectual Property or any other proprietary rights;
is defamatory, libellous, or threatening;
is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful, or otherwise illegal under the applicable law (including without limitation the provisions of the Singapore Broadcasting Authority (Class Licence) Notification 1996);
is unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other unauthorised form of solicitation; and/or
is or may be construed as offensive and/or otherwise objectionable, in our sole opinion.
“Services” means services, information and functions made available by us at the Platform.
“Terms & Conditions of Sale” means the terms and conditions governing a Customer’s purchase of the Products and are set out here.
“Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the Platform.
“Username” refers to the unique login identification name or code which identifies a Customer who has an account with Porchbuds.
“you” and “your” refer to the individuals over the age of 18 or otherwise under the supervision of a parent or legal guardian.
“Business Day” means a day (excluding Saturdays and Sundays) on which banks generally are open for business in Singapore.
“Customer Contract” shall be as defined in Clause 2.6.
“Sellers" or “Third Party Vendors” means persons who sell Products that are listed on the Platform Products.
General use of Services and/or access of Platform
Guidelines to the use of Platform and/or Services:
You agree to comply with any and all the guidelines, notices, operating rules and policies, and instructions pertaining to the use of the Services and/or access to the Platform, as well as any amendments to the aforementioned, issued by us, from time to time. We reserve the right to revise these guidelines, notices, operating rules and policies, and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.
You agree and undertake NOT to:
impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;
use the Platform or Services for illegal purposes;
attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks connected to the Platform or Services;
post, promote or transmit through the Platform or Services any Prohibited Materials;
interfere with another’s utilization and enjoyment of the Platform or Services;
use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Platform’s data or damage or interfere with the operation of another Customer’s computer or mobile device or the Platform or Services;
use the Platform or Services other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws;
access the Porchbuds platform, open a user account, or otherwise access your user account using any non-official Porchbuds hardware or software, including but not limited to an emulator, simulator, bot or other similar hardware or software;
manipulate the price of any item or interfere with other User's listings; take any action that may undermine the feedback or ratings systems; harvest or collect any information about or regarding other Account holders, including, without limitation, any personal data or information;
use the Services to violate the privacy of others or to "stalk" or otherwise harass another; use the Services to collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above;
disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the Services are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges; and
direct or encourage another user to conduct a transaction other than on the Site.
Availability of Platform and Services:
We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Platform or any part of the Services.
Right, but not obligation, to monitor content:
We reserve the right, but shall not be obliged to:
check for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any contribution of content;
prevent or restrict access of any Customer to the Platform and/or the Services;
report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities, and to co-operate with such authorities; and/or
to request any information and data from you in connection with your use of the Services and/or access of the Platform at any time and to exercise our right under this paragraph if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.
Use of Services
Application of this Clause:
Use of the Services is limited to authorised Customers that are of legal age and who have the legal capacity to enter into and form contracts under any applicable law. Customers who have breached or are in breach of the terms and conditions contained herein and Customers who have been permanently or temporarily suspended from use of any of the Services may not use the Services even if they satisfy the requirements of this Clause 3.2.
to access and/or use the Services only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the Services in good faith; and
to ensure that any information or data you post or cause to appear on the Platform in connection with the Services is accurate and agree to take sole responsibility for such information and data.
Porchbuds reserves the right to cancel or reject any use of this Services at its sole discretion, including without limitation, where it deems that any transaction is fraudulent or suspects that it is fraudulent.
While we endeavour to provide, or where the Product is listed by a Seller, have the Seller endeavor to provide an accurate description of the Products, we do not warrant that such description is accurate, current, or free from error.
Prices of Products
All Listing Prices are subject to applicable taxes, unless otherwise stated. We reserve the right to amend the Listing Prices at any time without giving any reason or prior notice.
Third Party Vendors
You acknowledge that the Platform is a marketplace that holds Products sold by parties other than Porchbuds, and that each agreement entered into for the sale of a Seller’s Products to a Customer shall be an agreement entered into directly and only between the Seller and the Customer. You further acknowledge that Sellers may utilise paid services offered by Porchbuds to promote their Product listings within your search results on the Platform.
Customers with Porchbuds accounts
Certain Services that may be made available on the Platform may require creation of an account with us or for you to provide Personal Data. If you request to create an account with us, a Username and Password may either be:
determined and issued to you by us; or
provided by you and accepted by us in our sole and absolute discretion in connection with the use of the Services and/or access to the relevant Platform.
We may at any time in our sole and absolute discretion, request that you update your Personal Data or forthwith invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or responsible for any Losses suffered by or caused by you or arising out of or in connection with or by reason of such request or invalidation. You hereby agree to change your Password from time to time and to keep the Username and Password confidential and shall be responsible for the security of your account and liable for any disclosure or use (whether such use is authorised or not) of the Username and/or Password. You are to notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of the Username and/or Password has been compromised or if there has been any unauthorised use of the Username and/or Password or if your Personal Data requires updating.
You agree and acknowledge that any use of the Services and/or any access to the Platform and any information, data or communications referable to your Username and Password shall be deemed to be, as the case may be:
access to the relevant Platform and/or use of the Services by you; or
information, data, or communications posted, transmitted, and validly issued by you.
You agree to be bound by any access of the Platform and/or use of any Services (whether such access or use are authorised by you or not) and you agree that we shall be entitled (but not obliged) to act upon, rely on or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you. You further agree and acknowledge that you shall be bound by and agree to fully indemnify Porchbuds, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees against any and all Losses attributable to any use of any Services and/ or access to the Platform referable to your Username and Password.
You may terminate your account if you notify Porchbuds in writing (including via email at firstname.lastname@example.org ) of your desire to do so. Notwithstanding any such termination, you remain responsible and liable for any incomplete transaction (whether commenced prior to or after such termination), shipment of the product, payment for the product, or the like, and you must contact Porchbuds after you have promptly and effectively carried out and completed all incomplete Porchbuds according to the Terms of Service.
The Intellectual Property in and to the Platform and the Materials are owned, licensed to or controlled by us, our licensors, or our service providers. We reserve the right to enforce its Intellectual Property to the fullest extent of the law.
No part or parts of the Platform, or any Materials may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred, or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant copyright owners. Subject to Clause 5.3, permission will only be granted to you to download, print, or use the Materials for personal and non-commercial uses, provided that you do not modify the Materials and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the Materials.
Porchbuds does not offer any refunds, returns or replacements on Products bought through the Platform in any scenario. Any refunds, returns or replacements may be sought with the Seller of the Product directly.
Questions and complaints
If you have any questions or complaints, (i) you may either contact the Seller directly via the Platform or (ii) contact Porchbuds using the “Contact Us” page on the Platform, as applicable.
In the event that Customer is unable to resolve any dispute with the Seller directly through amicable negotiations, Porchbuds reserves the right to suggest and implement an appropriate resolution at its sole discretion.
Each Buyer and Seller covenants and agrees that it will not bring suit or otherwise assert any claim against Porchbuds or its Affiliates (except where Porchbuds or its Affiliates is the Seller of the product that the claim relates to) in relation to any transaction made on the Site or any dispute related to such transaction.
Your Submissions and Information
Submissions by you
By submitting Content for inclusion on the Services, you represent and warrant that you have all necessary rights and/or permissions to grant the licenses below to Porchbuds. You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any Content contribution. You hereby grant Porchbuds and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform the materials or information that you submit to the Platform and/or provide to us, including but not limited to questions, reviews, comments, and suggestions (collectively, “Submissions”) on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works) without need of attribution and you agree to waive any moral rights (and any similar rights in any part of the world) in that respect. You understand that your contribution may be transmitted over various networks and changed to conform and adapt to technical requirements. When you post comments or reviews to the Platform, you also grant us the right to use the name that you submit or your Username in connection with such review, comment, or other content. You shall not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any Submissions. We may, but shall not be obligated to, publish, remove, or edit your Submissions.
Consent to Receive e-mails
You consent to and authorise the use by us of any information provided by you (including Personal Data) for the purposes of sending informational and promotional e-mails to you. Your agreement to the provisions of this Clause 9.2 shall constitute your consent for the purpose of the provisions of any spam control laws (whether in Singapore or elsewhere). You may subsequently opt out of receiving promotional e-mails by clicking on the appropriate hyperlink in any promotional e-mail.
Termination by us
Termination by you
Notices from us
All notices or other communications given to you if:
communicated through any print or electronic media as we may select will be deemed to be notified to you on the date of publication or broadcast; or
sent by post or left at your last known address will be deemed to be received by you on the day following such posting or on the day when it was so left.
Notices from you
You may only give notice to us in writing sent to our designated address or e-mail address, and we shall be deemed to have received such notice only upon receipt. While we endeavour to respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed.
Notwithstanding Clauses 11.1 and 11.2, we may from time to time designate other acceptable modes of providing notice (including but not limited to e-mail, SMS, or other forms of electronic communication) and the time or event by which such notice shall be deemed given.
Cumulative Rights and Remedies
Rights of Third Parties
Except as provided for in Clause 12.5, any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Rules for Arbitration of the Singapore International Arbitration Centre (SIAC). The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the Chairman of the SIAC. The place of arbitration shall be Singapore. Any award by the arbitration tribunal shall be final and binding upon the parties.
We may seek immediate injunctive relief if we make a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.
Correction of Errors
Any typographical, clerical, or other error or omission in any acceptance, invoice or other document on our part shall be subject to correction without any liability on our part.
Binding and Conclusive
You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by us or our service providers relating to or in connection with the Platform and Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.
Sub-contracting and Delegation
We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Platform and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “SIGN UP ” OR “CONNECT WITH FACEBOOK” BUTTON DURING REGISTRATION, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.