1 About These Terms
1.1 This User Agreement (hereinafter referred to as “Agreement”) is entered into by and between you and GearUP Portal Pte. Ltd. (hereinafter referred to as "GearUP Portal", "we", "us" or "our") in relation to your use of our product and any related services (together referred to as our "Software"). A reference to the "Software" includes but is not limited to the material and information contained in the Software, including any services, content, data, text, images, links, sounds, graphics, RSS, API, software, other downloadable materials, and video sequences displayed therein, as may be applicable. In this Agreement, the individual, entity or person to whom this Agreement apply to shall hereinafter be referred to as "you" or "your" as the context requires.
1.2 You agree that by accessing, downloading, installing and/or using our Software or any account registration or logging, you are agreeing to be bound to this Agreement. In addition, when using our Software, you may be subject to any posted guidelines or rules applicable to such Software which may be posted from time to time.
1.3 We may update this Agreement from time to time by posting the amended terms in our Software or websites. Your continued use of our Software will be deemed as your acceptance of the updated agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE THE SOFTWARE (OR IMMEDIATELY DISCONTINUE YOUR USE AND/OR ACCESS OF THE SAME).
1.4 BY ACCESSING AND/OR USING THE SOFTWARE, YOU CONSENT TO ENTERING INTO THESE TERMS ELECTRONICALLY, AND TO THE STORAGE OF RECORDS RELATED TO THESE TERMS IN ELECTRONIC FORM. IF YOU DO NOT UNDERSTAND OR AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SOFTWARE.
1.5 Section 13.2 contains an arbitration clause and class action waiver that applies to you if you are a citizen or habitual resident of the United States. If you are a citizen or habitual resident of the United States, by agreeing to this Agreement, you agree (a) to resolve all disputes with us related to the Software through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) to waive your right to participate in class actions, class arbitrations, or representative actions in connection with your use of the Software. You may have the right to opt-out of arbitration as explained in Section 13.2.
2.1 By signing up for an account on the Software (“Account”), you represent and warrant that: (a) you are of legal age or have the full right, power, and legal authority to enter into this Agreement; (b) you will not authorise other persons (save for your authorised Child as further described below) to use your account; and (c) you are not impersonating any other person, operating under an alias or otherwise concealing your identity. Subject to the laws of your residence country, minor children may utilize an account established by their parent or legal guardian. If you permit your minor child or legal ward (collectively, your "Child") to use an account, you hereby agree to this Agreement on behalf of yourself and your Child, and you understand and agree that you will be responsible for all uses of the account by your Child whether or not such uses were authorized by you.
2.2 By subscribing to the Services, you agree to become a subscriber (Subscriber) for the period you have elected. A full list of subscription plans and pricing is available in the Software. We reserve the right to amend subscription fees or institute new fees at any time upon reasonable advance notice posted within the Software, on your Account, or sent via email. Any changes to the pricing will not affect the Subscriber’s current subscription period and will become effective upon subscription renewal.
2.4 You agree that you will make necessary efforts to protect your account information and keep it confidential. You agree that you may not transfer your account as well as any of your rights or obligations under this Agreement to anyone else or unless expressly stated otherwise share your account information with others without our prior consent.
2.5 You agree that, unless otherwise specified, the system will first debit from the balance of the Virtual Points (as defined below) that you paid for (“Top-up Balance”) when you make purchases in the Service, and then debit from the balance of the Virtual Points that you earn for free if the Top-up Balance is insufficient. Your purchase will fail if both payment methods are unavailable.
3 User Conduct and Content
3.1 You must follow applicable laws of the jurisdiction where you are located when visiting our Software. If any applicable laws restrict or forbid you from using our Software, you shall follow such restrictions or stop visiting or using our Software. You are responsible for your interactions with other users on the Software. While we reserve the right to monitor interactions between users of our Software, we are not obligated to do so, and we cannot be held liable for your interactions with our users, or for any user’s actions or inactions. If you have a dispute with one or more users, you release the GearUP Portal from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
3.2 Users may send, upload, communicate, transmit or provide in other methods, information, data, software, sound, photographs, graphics, video, tags, or other materials ("Content") via our Software. You are exclusively responsible for any and all Content that you may provide via our Software, either published in public or sent in private. Regarding to such Content, you agree to comply with applicable laws and to the following:
3.2.1 You will not provide any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, objectionable, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, discriminatory, pornographic, sexually explicit or otherwise;
3.2.2 You will not use our Software via any third party’s software, system or plug-in, which is not authorized or approved by GearUP Portal;
3.2.3 You will not provide any Content that contains viruses, corrupted data, or other harmful, disruptive, or destructive files;
3.2.4 You will not provide Content that will be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
3.2.5 You will not provide any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
3.2.6 You will not provide any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; and
3.2.7 You will not provide any Content that contains anything that, in the sole determination of GearUP Portal, is objectionable or inhibits any other person from using or enjoying the Software, or which may expose GearUP Portal or its users to any harm or liability of any kind.
3.3 By using our Software, you agree that you shall not (and shall not, knowingly or otherwise, authorise, allow or assist any third party to):
3.3.1 except for a necessary backup for using our Software, reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of our Software, the data of the Software or the data in the device’s internal storage generated;
3.3.2 use our Software in violation of any laws, regulations, decrees, orders, injunctions, or any other mandatory limitations imposed by any governmental branches(including legislation, administration and judiciary), including infringement of our intellectual property rights or those of any third party;
3.3.3 use cheats, automation software (bots), hacks, mods or any other unauthorized third-party software designed to modify any part of the Software, collect any information of the Software or connect to the Software;
3.3.4 create any derivative works of the Software including without any limitation any and all plug-in, add-on or tools not authorized by GearUP Portal;
3.3.5 use our Software for any purpose other than a reasonable person is likely to believe is within the spirit of using, specifically including without limited to commercial purposes;
3.3.6 reverse engineer, derive source code, modify, decompile, disassemble, or create derivative works based on our Software, any Content created by others or any portion thereof, in whole or in part;
3.3.7 remove or amend any patent notice, copyright notice or other intellectual property information from our Software;
3.3.8 collect any information, other than reasonably necessary for using the Software, of other users;
3.3.9 unless expressly stated otherwise, transfer virtual currencies such as gold coins and points ("Virtual Points") or items or services for use within our Software ("Virtual Goods") in any way once you purchase it, including but not limited to transaction, gift and exchange for real money;
3.3.10 use our Software in any other way not permitted by this Agreement or any posted guidelines or rules;
3.3.11 use the Software in a way that could damage, disable, impair or compromise the Software (or the systems or security of the Software or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of GearUP Portal;
3.3.12 reproduce, adapt, republish, translate, publish, display, communicate, hyperlink, post, transmit, broadcast, podcast, webcast, distribute, sell, trade or exploit the whole or any part of the Software in any manner or by any means or stored in an information retrieval system except to the extent permitted and with our prior written permission and/or that of the relevant rights owner; and
3.3.13 reproduce, display or otherwise provide access to the Software on another website or server, for example through framing mirroring, linking, spidering, scraping or any other technological means (including any technology available in the future), without our prior written permission.
4.1 You are responsible for obtaining and maintaining necessary devices for using our Software, including but not limited to mobile phones and pads, and for device fees, including but not limited to Internet fees, data fees and electricity fees. You recognize that these fees are paid to third parties not relevant to this Agreement and shall not incur any liability of us under this Agreement.
4.2 You understand that due to the specialty of the kinds of accelerator software, we may update our Software from time to time, which may block your access to the Software for a period of time and result in the modification of the content and/or functions of the Software. We are not liable for any losses incurred by such updates or modification except for those due to our intent or gross negligence. Unless under an urgent circumstance, we will inform you of such update in advance.
4.3 In the circumstance that our Software is in a “test period” or a “beta version” or something of that kind, your access to our Software may be subject to specific rules, such as limited period or limited number of users to access to the Software, privilege of some users to access to the Software, free of charge, our reserved rights to modify or delete the game data of users, and irregular shut down of the Software servers. Please read carefully these rules and your cooperation and feedbacks upon our beta version of the Software are highly appreciated.
4.4 You further undertake to:
4.4.1 make back-ups of data or other content posted via the Software, as these may be subsequently deleted by us or our service providers at any time without notice to you;
4.4.2 comply with all applicable laws; and
4.4.3 where applicable, be solely responsible for payment of all relevant subscription fees for the use of the Software, and abide by all applicable payment terms as we may make known to you on our Software.
4.5 Without prejudice to the generality of the foregoing, you agree and acknowledge that:
4.5.1 we may from time to time without giving any reason or prior notice, upgrade, modify, alter, suspend, discontinue the provision of or remove, whether in whole or in part, the Software and shall not be liable if any such upgrade, modification, suspension or alteration prevents you from accessing the Software;
4.5.2 the Software will use transmissions over the Internet which are never completely private or secure. You understand that any personal data, message or information which you send in the course of the use of the Software may be made public on the Software, and also read or intercepted by others. Use of the Software is entirely at your own risk;
4.5.3 we shall have the right (but not the obligation) to remove or disable access to any content which we deem to be potentially defamatory of any person, unlawful, objectionable in any way, in violation of any third party rights, or for any reason whatsoever. Any editing or removal of any such content from the Software shall be without prejudice to our other rights and remedies available at law; and
4.5.4 we shall have the right to at any time and from time to time:
(a) automatically update the Website and its components, add or remove functionalities, features or services (collectively, "Software Functions"), vary user account rights or impose user account restrictions, resource limits or fees or suspend or terminate Software Functions and/or user rights; and
(b) deny or restrict access to the Software or any Software Functions whether to any user or generally, or to block access from or to any resources, at any time, including in the event of a violation or alleged violation of this Agreement, your act or omission that causes harm to GearUP Portal’s or its affiliates' brand, reputation or business as determined by GearUP Portal in its sole and absolute discretion, without ascribing any reasons whatsoever,
and in any such event, you agree that no claims shall lie against us or our agents or our service providers in connection therewith.
5.1 To the maximum extent permitted by law, you irrevocably agree and acknowledge that:
5.1.1 although we endeavor to provide the accurate and reliable services of our Software, you expressly understand and acknowledge that OUR SOFTWARE, AS WELL AS THE RELATED SERVICE AND INFORMATION, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY OR BUG/ERROR/DEFECT-FREE. We do not warrant the accuracy, adequacy or completeness of the Software (together with any Software Functions, or other content or information provided via the Software), and expressly disclaim liability for errors or omissions in the Software (together with any Software Functions, or other content or information provided via the Software; and
5.1.2 we do not warrant that the Software will meet your requirements, that the operation of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected. Without prejudice to the foregoing, GearUP Portal does not warrant and hereby disclaims any representation, warranty or term with respect to the Software, whether express, implied or statutory, including but not limited to: (a) merchantability, satisfactory quality, fitness for a particular purpose, title, accuracy, quiet enjoyment, and non-infringement of third party rights, or as to the accuracy, correctness, reliability, timeliness, non-infringement of or compliance with any laws, regulations and/or third party rights in connection with the Software; (b) the Software being uninterrupted or error-free, or that defects will be corrected or that the Software and any related computer system is and will be free of all viruses and/or other harmful elements; (c) the Software will at all times be available and/or accessible; (d) non-interference with your enjoyment of the Software; and (e) the Software being compatible or working with any third party software, applications or third party services.
5.2 Without limiting our liabilities expressly set forth herein or required by the applicable laws, you expressly understand and agree that, to the maximum extent permitted by law,
5.2.1 WE SHALL NOT BE LIABLE FOR ANY CLAIM, DAMAGE OR LOSS OF ANY KIND OF ANY NATURE WHATSOEVER CAUSED AND HOWSOEVER ARISING AS A RESULT (DIRECT OR INDIRECT) OF OR OTHERWISE IN CONNECTION WITH YOUR USE OF OR RELIANCE ON THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY CLAIM, DAMAGE OR LOSS SUFFERED (WHETHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL) AS A RESULT OF OR IN CONNECTION WITH OR IN RELIANCE OF (I) THE INABILITY TO USE OUR SOFTWARE, AND/OR RELATED SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SOFTWARE, AND/OR RELATED SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN OUR SOFTWARE, AND/OR RELATED SERVICES; (V) ANY CONTENT OR ANY OTHER INFORMATION MADE AVAILABLE OR ACCESSED ON OR THROUGH THE SOFTWARE; (VI) ANY INFRINGEMENT OF ANY RIGHTS ARISING IN CONNECTION THEREWITH OR (VI) ANY OTHER MATTER RELATING TO OUR SOFTWARE, AND/OR RELATED SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, PROFITS, GOODWILL, ANTICIPATED SAVINGS, REPUTATION, BUSINESS OR BUSINESS OPPORTUNITY, REGARDLESS OF THE CAUSE THEREOF AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF;
5.2.2 WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, WE SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM DOWNLOADING, INSTALLING, USING ANY DERIVATIVE SOFTWARE OF OUR SOFTWARE UNAUTHORIZED OR NOT PUBLISHED BY GEARUP PORTAL;
5.2.3 IN NO EVENT SHALL WE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWSOEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; and
5.2.4 The Software may contain advertisement or advertising information to many other web sites or applications. We shall not be responsible for the content or the practices of any other web sites or applications or for the actions of the companies responsible for that. WE SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH ADVERTISEMENT OR ADVERTISING INFORMATION.
5.3 IN NO EVENT SHALL OUR AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO US DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE TIME SUCH CLAIM AROSE.
6 Breach and Indemnification
6.1 In case we reasonably find that you have breached this Agreement or any posted guidelines or rules, we may take such actions as we deem appropriate, including but not limited to: (i) removing any involved Content; (ii) restoring your Software data to the status before your breach; (iii) terminating your right to use our Software; (iv) taking legal action against you or disclosing relevant information to law enforcement authorities and (v) any other actions set forth in any posted guidelines and rules.
6.2 You will indemnify and hold us harmless from any and all third party claims, losses, damages, liabilities, costs, and expenses, relating to or arising under or out of the relationship between you and us described in this Agreement, including but not limited to (a) any breach of this Agreement; (b) your access or use of the Website; You shall cooperate as fully as reasonably required in the defence of any such claim, action or proceeding. (c) any action taken by us either as part of our investigation of any suspected breach of this Agreement or as a result of our finding or decision that a breach of this Agreement has occurred; and (d) your breach of any rights of any other person. You hereby agree that we shall have the right to control the legal defense against any such claims, demands, or litigation, including the right to select counsel of our choice and to compromise or settle any such claims, demands, or litigation. You shall cooperate as fully as reasonably required in the defence of any such claim, action or proceeding.
7 Intellectual property
7.1 GearUP Portal and our associated logos and names are our trademarks and/or service marks. Other marks, names and logos used in the Software, are the trademarks, service marks or logos of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks, service marks or logos.
7.2 The Software and all data, content associated with or generated within it including without limitation any and all Virtual Goods and Virtual Points (collectively referred to as our “Work”) may be protected by the laws of copyright, trademark, patent, trade secret and/or other laws, and we reserve and retain all rights (including without limitation the intellectual property rights and ownership) in our Work. Subject to your continuing compliance with the terms and conditions of this Agreement and any applicable posted guideline or rules, we hereby grant you a limited, revocable, non-sublicensable, non-transferable and non-exclusive license to use and reproduce our Work solely for your personal use in connection with our Software. All other rights not expressly granted to you are reserved onto GearUP Portal. Unless expressly set forth herein, you may not otherwise reproduce (other than incidental reproduction required to run the Software on your device), distribute, disseminate to the public, make available, adapt, publicly perform, or publicly display our Work or any adaptations thereof. The license granted herein will automatically terminate in the event of your breach of this Agreement. You can use the Work obtained within our Software for so long as we operate our Software unless the Work is specially marked with duration or maximum charges under which circumstance the license of using such Work will be terminated if the duration expires or the maximum charges are reached. You may pay for license of some Work (such as some Virtual Points and Virtual Goods) and you agree that SUCH PAYMENT IS FINAL AND NON-REFUNDABLE UNLESS APPLICABLE LAWS SPECIFY OTHERWISE. Some Work may be subject to certain third party’s license such as open source license as stated in the Software or our website. Please read carefully the license agreement of such third party and make sure you comply with the requirements set forth in such agreement when using the certain Work.
7.3 Unless otherwise specified and permitted by the applicable laws, when you purchase, earn or otherwise obtain Virtual Points and/or Virtual Goods, you receive a personal, revocable, non-assignable, non-transferable, non-exclusive, limited license to use such Virtual Points or Virtual Good exclusively within the applicable Software for your personal, non-commercial use. Such license granted to you hereunder for any Virtual Points and Virtual Goods will terminate when we cease providing the applicable Software, your account is closed or this Agreement is otherwise terminated. You agree that Virtual Points and Virtual Goods have no monetary value outside of their intended use within the applicable Software and cannot be sold, sublicensed, traded, transferred, or exchanged for money or other consideration. Virtual Points and Virtual Goods cannot be used as a substitute for currency or medium of exchange. You are not allowed to transfer Virtual Points or Virtual Goods outside of the Software. Notwithstanding the foregoing, we may make available a marketplace operated by us that permits you to buy, sell or trade Virtual Goods to or from other users solely for Virtual Points. We may establish certain conditions or limits in connection with the Virtual Points, including a maximum amount you may spend to purchase Virtual Points per transaction or per day, a maximum balance that may be credited to your account and limit a certain Virtual Points to a single game offered by us. Any balance of Virtual Points shown in your account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of your limited license.
8.1.1 Login information which is used to identify specific users of the Software and may include the registered account or any third party account to log in the Software. When you register an account of the Software we will expressly indicate the information to be provided. If any third party account is used to log in the Software, your information will be collected subject to the private policy of such third party.
8.1.2 Non-personally identifiable information: When you use our Software, we collect and aggregate information formed or provided during your use of our Software under your express authorization, for example, your installed games, prefer accelerated games, gaming duration, device or customs.
8.1.3 Your interactions with us, including but not limit to Content, claims, critics, suggestions, feedbacks, and investigations, as well as the information you provided to us during the interaction. You can voluntarily leave your email address to timely receive corresponding feedback. Specifically, such information may be used to process transactions, respond to questions, send you information about products or services that may be of interest to you and the process of your interactions. Your rejection of providing email information will not affect any interaction processing. We will not use those information for other commercial purposes and will retain the information for a duration necessary for providing services to you.
8.2 The above information may be provided by you when you: (1) register for an account; (2) update your account; (3) request technical service support; (4) purchase products or services; (5) enroll in subscription orders; (6) subscribe to newsletters or updates; or (7) make payments for items and advanced functions, within our Software or any related services.
8.4 We collect those information to make using the Software easier and more satisfying for its users. Information collected under this provision will be only used for:
8.4.1 Provision of our Software to users;
8.4.2 Enhancement of user experience and further development of our Software ;
8.4.3 Identification of the most popular part of our Software and estimation of our marketing initiatives;
8.4.4 Identification of the accelerated games and the frequency, list the accelerated games recommendation and determine the effectiveness of our Software; or
8.4.5 Notification of the Software updates to users.
8.5 Under and only under the following circumstance, information collected under this provision will be disclosed to the designated third parties:
8.5.1 For the purpose set forth above, our affiliates or sub-contractors may be commissioned to process such information, provided that such affiliates or sub-contractors comply with terms and conditions hereunder.
8.5.2 We may also disclose such information (i) as you required; (ii) a regulatory requirement, judicial proceeding, court order or legal process served on us; or (iii) to protect the safety, health, right, or property of others, public or ourselves.
8.6 We will safely manage the information provided by you with reasonable care and comply with the applicable laws and regulations.
8.7 Our Software may contain links to many other web sites or applications, users shall read the corresponding privacy policies carefully in the access to those web sites or applications. We will not be responsible for the acts of such websites or applications.
9 Notification of Infringement
9.1 We reserve the right to investigate notices of copyright, trade mark and other intellectual property infringement ("Infringement") in respect of all content and information on the Software ("Infringing Material") and take appropriate action. If you believe that your work has been used or copied in a way that constitutes Infringement and such Infringement is occurring on the Software, please notify us in writing immediately in the form and containing the information prescribed by the Singapore Copyright Act 2021 ("Infringement Notice").
9.2 All Infringement Notices shall be sent to us addressed as follows:
Attention: Gearupportal Team
Email Address: firstname.lastname@example.org
9.3 We will only process notices in the English language that comply with the Singapore Copyright Act 2021, other applicable laws and the terms of this Agreement. Any notices that do not comply with the above will be rejected.
9.4 We will duly consider all Infringement Notices submitted in the above manner. In return, you agree that you shall not take any legal action or exercise any legal remedy you may have against us in respect of any Infringing Material, unless you have first given us the Infringement Notice and sufficient opportunity to remove the Infringing Material, and thereafter we refuse or fail to remove the Infringing Material within a reasonable time. Where we remove the Infringing Material in response to your Infringement Notice, you agree not to exercise and you hereby waive, any right of action against us under applicable law which you may have in respect of any Infringing Material appearing on the Software prior to such removal by us.
10.1 Payment. The Software may permit you to purchase certain other products or services ("Offerings"). You acknowledge and agree that all information you provide with regards to a purchase of Offerings, including credit card or other payment information (if applicable), is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including any credit card you provide when completing a transaction. We reserve the right, with or without prior notice and in our sole and complete discretion, to (a) discontinue, modify or limit the available quantity or any Offerings and (b) refuse to allow any user to purchase any Offerings. When you purchase Offerings, you (a) agree to pay the price for such Offerings as set forth in the applicable Software, and all other applicable fees and taxes in connection with your purchase (the "Full Purchase Amount") and (b) authorize us and/or our payment processor to charge your credit card or other payment method for the Full Purchase Amount. Payment can be made by credit card, debit card, or other means that we may make available. Orders will not be processed until payment has been received in full, and any holds on your account by any payment processor are solely your responsibility.
10.2 No Refunds. The are no refunds available for any Offerings. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you conduct in via the Software.
10.3 Promotional Codes. We may offer certain promotional codes, referral codes, discount codes, coupon codes or similar offers ("Promotional Codes") that may be redeemed for discounts on future Offerings, or other features or benefits related to the Software, subject to any additional terms that we establish. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by us; (d) may be disabled or have additional conditions applied to them by us at any time for any reason without liability to us; (e) may only be used pursuant to the specific terms that we establish for such Promotional Codes; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.
11 Governing law and Jurisdiction
Your access and use of the Software as well as this Agreement shall be governed by Singapore law. this Agreement shall be governed by the laws of the Republic of Singapore, as an agreement wholly performed, negotiated and executed therein without regard to the Republic of Singapore’s conflict of law rules. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
You agree that we may transfer all or a part of our rights or obligations under this Agreement to a third party upon prior notice to you.
12.2 Entire agreement.
This Agreement sets forth the entire agreement between you and us, and supersedes and replaces any and every other prior or contemporaneous agreement, understanding or negotiation that may have existed between you and us.
If, but only to the extent that, any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then both you and us shall be relieved of all obligations arising under that provision, it being the intent and the agreement of you and us that this Agreement will be considered to be amended by modifying the provision to the extent necessary to make it legal and enforceable while preserving its intent. If that is not possible, it shall be substituted with another provision that is legal and enforceable and achieves the same objective. If the remainder of this Agreement is not affected and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.
12.4 Waivers of our rights
The failure of us to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provision or of the right of us thereafter to enforce each such provision. No waiver of any term or condition of this Agreement shall be valid or binding on us unless the same shall have been set forth in a written document, specifically referring to this Agreement and duly signed by us.
12.5 Rights of Third Parties
A person who is not a party to this Agreement shall have no right to enforce or enjoy the benefit of any term of this Agreement under the Contracts (Rights of Third Parties) Act 2001. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.
12.6 Cumulative Remedies
The rights and remedies provided in this Agreement are cumulative and not exclusive of any other right or remedies (whether provided by law or otherwise).
12.7 Force Majeure
Save as is otherwise specifically provided in the Agreement, we shall not be liable for failures or delays in performing our obligations hereunder arising from any cause beyond our reasonable control, including without limitation, acts of God, outbreak of hostilities, civil disturbance, acts of civil or military authority, fires, strikes, lockouts or labour disputes or industrial action of any kind, epidemics, governmental restrictions, wars, terrorist acts, riots, explosions, fire, earthquakes, storms, typhoons, floods and breakdowns in electronic and computer information and communications systems, and in the event of any such delay, the time for our performance shall be extended for a period equal to the time lost by reason of the delay and any additional recovery time required by us.
12.8 Contact Us
If you have any further questions this Agreement or the privacy practices of us, please contact us via the contact information in the Software or on the official website of the Software.
13 Regional Terms
13.1 Regional Terms
You agree to the following modifications to this Agreement if you are a citizen or habitual resident of the applicable country or region as described below.
13.2 United States
If you are a citizen or habitual resident of the United States, this Section 13.2 applies to your use of the Game and overrides any terms of this Agreement that conflict with this Section 13.2 to the extent of such conflict, including Section 11.
13.2.1 Informal Process First
You agree that in the event of any dispute between you and the GearUP Portal Pte. Ltd., you will first contact GearUP Portal and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
13.2.2 Arbitration Agreement and Class Action Waiver
After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to your use of GearUP Portal’s services and/or products, including the Game, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and GearUP Portal agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards (together, the "JAMS Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of this Agreement). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. You have a right to have the arbitration conducted via telephone, or as an in-person hearing in your hometown area (if you live in the United States) or another location that is reasonably convenient to you.
13.2.3 Waiver of Class Actions and Class Arbitrations
You and GearUP Portal agree that each party may bring Claims against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including without limitation federal or state class actions, or class arbitrations. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and GearUP Portal agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties.
13.2.4 Costs of Arbitration
Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $1000, GearUP Portal will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the JAMS Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.
You have the right to opt-out and not be bound by the arbitration and waiver of class provisions set forth in this Agreement by sending written notice of your decision to opt-out to email@example.com. The notice must be sent to GearUP Portal within thirty (30) days of your registering to use the Software or agreeing to this Agreement (or if this Section 13.2 is amended hereafter, within thirty (30) days of such amendment being effective), otherwise you shall be bound to arbitrate disputes in accordance with this Agreement, and the notice must specify your name and mailing address. If you opt-out of these arbitration provisions, GearUP Portal also will not be bound by them.
Notwithstanding anything in this Agreement to the contrary, you may instead assert your Claim in "small claims" court, but only if your Claim qualifies, your Claim remains only in such court, and your Claim remains on an individual, non-representative and non-class basis. Further, you and GearUP Portal will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, or if the Claim relates to intellectual property infringement or misappropriation.
13.2.7 Governing Law; Venue
This Agreement is governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in this Section 13.2, or if arbitration does not apply, then the state and federal courts located in Los Angeles county, California. You and GearUP Portal agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this Agreement.