IMPORTANT: These App Terms of Use govern use of the App (as defined below) by Users. The use of the App is one of the Loopedin Services. By using and continuing to use the App, User agrees to the App Agreement (as defined below) and any updates to the App Agreement.
1. USE OF APP AND LOOPEDIN PRODUCTS
Any party who intends to become a User and enter into the App Agreement to use the App and Loopedin Products must comply with the following:
Subscription of App
1.1 To be a User of the App and Loopedin Products, that party must:
1.1.1 download the App and agree to the App Terms of Use; and
1.1.2 provide such information and documents as Loopedin may require.
1.2 Once User completes the above, User will have use of a ‘freemium’ Subscription. User may upgrade the ‘freemium’ Subscription by selecting one of the other Subscription plans stated in the App and agree to pay the applicable Charges.
1.3 Loopedin shall have the discretion to vary the Subscription plan, the Subscription process or activation process or waive any requirements thereof. Loopedin shall have the discretion not to activate any Loopedin Services without giving any reason for doing so.
1.4 Loopedin shall be entitled to modify, terminate or suspend any part or all of the App at any time without prior notice and without giving any reason, including by altering, reducing or extending the service hours from time to time. Loopedin endeavours to advise User of changes to the App which, in Loopedin’s opinion, may significantly alter the App.
1.5 User acknowledges that use of the App and Loopedin Products may include or comprise Third Party Services provided by Third Party Suppliers. The availability of Third Party Services to User may be subject to Third Party T&Cs imposed on User by Third Party Suppliers. By accessing and using the Third Party Services, User is deemed to have accessed and agreed to be bound by the latest version of the Third Party T&Cs then in force. User shall be responsible for complying with such additional terms and conditions.
1.6 Loopedin may require the personal data of Users or proposed Users, as the case may be, for the purposes of (a) allowing such Users to use the App and Loopedin Products; (b) processing their Subscription; (c) managing and administering the login identities of the Users; (d) providing, improving, and developing the App, Loopedin Products, Loopedin Services, and the Third Party Services; (e) disclosing to Third Party Providers to enable them to provide the Third Party Services; (f) market research & trend analysis; and (g) sending to Users by email information and updates about the App, Loopedin Products, Loopedin Services, and any other products and services, including seminars or talks, which may be of interest to Users. If User provides Loopedin with their personal data, User hereby consents to Loopedin’s collection, use and disclosure of the personal data for the purposes set forth in this Clause. The consent referred to in this Clause shall survive the expiry or termination of the App Agreement.
1.7 User hereby authorises Loopedin to deal with any data, information, content or other matter submitted by or to the User, in any manner as Loopedin shall deem fit for the purposes of operating, providing, improving, monitoring and reviewing the App, the Loopedin Products and/or Loopedin Services, and for performing Loopedin’s obligations and exercising or enforcing Loopedin’s rights under the App Terms of Use, or otherwise.
1.8 User confirms and warrants that:
1.8.1 at all times, User has all the necessary rights, power and authority to enter into the App Agreement, and to perform all the obligations under the App Agreement; and
1.8.2 all data, information, content or other matter provided by User to Loopedin shall be true, accurate, current and complete and User shall promptly provide updates thereto as and when necessary.
User IDs
1.9 User or User ID can only be associated with more than one Subscription at a time if Loopedin gives prior written approval.
1.10 No User ID may be shared with any other person.
1.11 User shall ensure the secrecy of the User ID and shall not divulge or authorise or cause to be divulged the User ID to any unauthorised third party.
1.12 Loopedin has the right, exercisable forthwith without prior notice, to suspend or deactivate any User ID or to restrict access to and use of the App comprised in the Subscription or to suspend the entire Subscription if: (a) User has breached the App Agreement; (b) in Loopedin’s opinion, the User ID is inactive for a prolonged period of time; (c) in Loopedin’s opinion, there are security reasons for doing so; or (e) there are any other grounds for doing so under the App Agreement.
Use of the Loopedin Products and Loopedin Services
1.13 The Loopedin Products can be obtained: (a) from dispensing machines found at locations listed in the App, or (b) from merchants or outlets listed in the App. Use of the Loopedin Products can only be through the App and User must satisfy all requirements set out in the App before being able to do so.
1.14 The Loopedin Products are uniquely tagged and can be tracked using RFID and other types of tracking technology.
1.15 A Loopedin Product may consist of separate components. By way of illustration, a Loopedin cup consists of the cup itself and a lid or a Loopedin soup box consists of the base container and a lid. User must always use and return the complete Loopedin Product. If User accepts or returns an incomplete Loopedin Product, a fee will be charged to User to replace any missing components of a Loopedin Product.
1.16 Unless otherwise stated, User acknowledges that ownership of the Loopedin Product remains with Loopedin and User has only the right to use the Loopedin Product on the terms in the App Agreement.
1.17 User will use the Loopedin Products only for the intended purpose and shall not use the Loopedin Products for any other purposes. By way of illustration, a Loopedin cup can only be used to carry drinks and for User to drink from the Loopedin cup. User shall use the Loopedin Product with proper care and keep the Loopedin Product in a good and sanitary condition.
1.18 User shall follow the instructions for the proper care and use of the Loopedin Products as found either attached to the Loopedin Products or on Loopedin’s FAQs at the Website. If User fails to do so and the Loopedin Product (or any component thereof including the RFID tags) is damaged, a fee will be charged to User to replace any damaged Loopedin Product or components of a Loopedin Product.
1.19 User’s use of the App, Loopedin Products and/or Loopedin Services and performance of User’s obligations under the App Agreement shall at all times be conducted in conformity with all applicable laws.
1.20 When using the App, Loopedin Products and/or Loopedin Services, User shall not, and shall not permit or cause any third party to, submit, upload or transfer any files, code, documents, data, information, content or other matter which infringes or violates third party intellectual property or other rights or which are or contain viruses or other harmful code, or which shall subject or be likely to subject Loopedin to civil or criminal liability.
1.21 User shall not, and shall not permit or cause any third party to, use the App, the Loopedin Products and/or Loopedin Services for or to carry out any activity that may be prohibited under any applicable law.
1.22 User shall not, and shall not permit or cause any third party to, attempt to tamper, defeat, disrupt, bypass or otherwise thwart the operation of access control and security mechanisms put in place by Loopedin on the App, the Loopedin Products and/or Loopedin Services.
1.23 User shall not and, shall not permit or cause any third party to tamper, delete, or remove any copyright notices, RFID tags or other types of tracking technology on the Loopedin Products.
1.24 User shall be responsible for obtaining, installing and maintaining all equipment, software, and communication means required to connect to the World Wide Web, the mobile network, and to use the App, Loopedin Platform, including a computer and modem, telecommunication facilities or other access devices, and other ancillary equipment.
Return of the Loopedin Products
1.25 User shall return the Loopedin Products within the grace period stated in the App to the return stations found at locations listed on the App. User shall follow the instructions on the App when returning the Loopedin Product. If User fails to return the Loopedin Product within the stipulated period or fails to follow the instructions on the App for whatever reason, the Loopedin Platform will not be able to record that User had returned the Loopedin Product. In such a case, a fee will be charged to User to replace the Loopedin Product.
Damaged or missing Loopedin Products
1.26 User must notify Loopedin immediately (by sending an email to Loopedin’s Contact Email with details of the damaged Loopedin Product) if a damaged Loopedin Product is dispensed by a dispensing machine or merchant. If User fails to do so, User is deemed to have caused the damage and a sum equivalent to the Loopedin Product Loss will be charged to User to replace the damaged Loopedin Product.
1.27 User must notify Loopedin immediately (by sending an email to Loopedin’s Contact Email with details of the missing or damaged Loopedin Product) if the Loopedin Product is missing, stolen or damaged while User is using it. In such a case, a sum equivalent to the Loopedin Product Loss will be charged to User to replace the damaged or missing Loopedin Product.
2. PAYMENT TO LOOPEDIN
2.1 User shall make payment to Loopedin of all applicable Charges in advance and in accordance with Loopedin’s then current rates and fees, as may be amended from time to time. Notification of new rates and fees will be either posted on the App, on the Website or sent to User via electronic means or otherwise. Payment of Charges shall be in accordance with such payment modes as Loopedin may prescribe from time to time. Payments by User to Loopedin shall be the full amount charged and free of any deduction, withholding, set-off or counterclaim of any nature whatsoever, including without limitation, deductions for bank charges, official fees, taxes or any other expense or charge incurred by User.
2.2 Where the payment is made by User as required under the App Agreement, User shall make payment to Loopedin by an Electronic Payment Method acceptable to Loopedin (described as the “Designated Method”), Loopedin shall be entitled to (and User so authorises Loopedin to) debit directly or seek payment, without any notice, the Charges, top-up sums, deposits and other monies required by Loopedin using the Designated Method. User shall bear all charges imposed by the Payment Service Provider in relation to the payment arrangement, including but not limited to charges in relation to maintenance of User’s account, all debits of payment (whether successful or unsuccessful) and overdrawing on the account. User shall also bear all charges incurred by Loopedin in connection with the unsuccessful debit of such payment. User consents to Loopedin and/or the Payment Service Provider storing User’s payment details as is necessary to effect payment of the Charges.
2.3 Loopedin may issue an authorisation hold using the Designated Method. An authorisation hold is not an actual deduction from the User’s account and may appear in User’s statement as ‘pending’.
2.4 Where the payment is processed by the Payment Service Provider, User agrees to be bound by their terms and conditions and consents to the disclosure to, collection, processing and storage of personal and financial data of User by the Payment Service Provider.
2.5 User shall notify Loopedin of any discrepancies in the amounts charged within thirty (30) days of notification of any payable Charges, failing which the amount charged shall be deemed correct and User shall not be entitled to dispute the same or bring any action or proceedings against Loopedin in respect thereof.
2.6 In the event that the Charges or any part thereof remains unpaid by the payment due date for any reason, Loopedin shall be entitled to suspend or terminate, the whole or any part of the Loopedin Services. The foregoing shall be without prejudice to Loopedin’s right to impose late payment interest as provided herein.
2.7 Interest is payable on all late payments, whether the late payment is agreed by Loopedin or not, at the rate of 8% per year (or other rate notified in writing by Loopedin to User from time to time), calculated daily from the due date until the date of payment. All expenses incurred by Loopedin in collecting late payments must be paid by User and User authorises Loopedin to debit the same directly using the Designated Method.
2.8 In the event of a failure or delay of User to make timely payment of Charges for any services provided by Third Party Suppliers, then in addition to the late payment interest charged by Loopedin aforesaid, User shall bear all late payment interest and other charges imposed on Loopedin or User by such Third Party Suppliers.
2.9 In the event that Loopedin is compelled to commence any legal action to recover unpaid Charges and other monies due to Loopedin, User agrees that Loopedin shall be entitled to claim legal costs on a full indemnity basis from User.
2.10 If Loopedin is GST registered, User shall be liable to pay GST on any Charges payable under the App Agreement.
3. LOOPEDIN REWARD PROGRAMME
3.1 With the Subscription, User will be entitled to participate in a programme (“Loopedin Reward Programme”) to accumulate points (“Loopedin Points”) from qualifying transactions under the Subscription. User will have access to e-vouchers, promotions, discounts, free gifts, promotion codes and other benefits offered by Loopedin or other merchants as shown on the rewards catalogue that is made available from time to time in the App (“Loopedin Rewards”). The Loopedin Points can either be earned by User through such means as Loopedin may provide from time to time or be awarded to User by Loopedin at its sole and absolute discretion. User can use the Loopedin Points to redeem the Loopedin Rewards.
3.2 Loopedin may, at its sole and absolute discretion, increase or decrease the rate of Loopedin Points to be awarded or earned for each selected transaction as may be notified to User from time to time. User shall not be entitled to query Loopedin as to the calculation methods for how the Loopedin Points are earned or awarded or other matters relating to the Loopedin Points or Loopedin Rewards.
3.3 Loopedin Points accumulated by User shall expire and be forfeited if not used to redeem Loopedin Rewards within their applicable validity periods stipulated by Loopedin from time to time. There shall be no extension of the validity period of any unused Loopedin Points and User will have no claim whatsoever against Loopedin for any expired Loopedin Points.
3.4 Loopedin may periodically offer conversion of Loopedin Points to reward programmes of Third Party Suppliers (“Third Party Programmes”). Such conversion is subject to the following:
3.4.1 Once the Loopedin Points are converted to the Third Party Programme, the conversion is not reversible.
3.4.2 Loopedin accepts no responsibility for errors in the conversion of Loopedin Points into the points or their equivalent in the Third Party Programmes.
3.4.3 The conversion of Loopedin Points to points under the Third Party Programmes is subject to that Third Party Supplier’s terms and conditions.
3.5 If User complies with all the App Terms of Use and have the required number of Loopedin Points, User may select and redeem applicable Loopedin Rewards via the App.
3.6 User’s redemption of a Loopedin Reward that is an e-voucher is subject to the additional terms and conditions of Loopedin or the third-party merchant (as the case may be) that offers the particular e-voucher. User must use the e-vouchers during their applicable validity period. There shall be no extension of the validity period. User agrees that User shall have no claim whatsoever against Loopedin for any expired e-vouchers.
3.7 Loopedin is not a licensee under the Singapore Payment Services Act. As such,
3.7.1 Loopedin Points have no cash or monetary value and are not redeemable for cash in any form. User is prohibited from purchasing, selling or transferring, for value or otherwise, any Loopedin Points under any circumstances. The Loopedin Points shall not be regarded, construed, or used as valuable or exchangeable instruments under any circumstances.
3.7.2 Loopedin Rewards are not exchangeable for cash or for any other Loopedin Rewards under any circumstances. User is prohibited from purchasing, selling or transferring, for value or otherwise, any Loopedin Reward under any circumstances. The Loopedin Rewards shall not be regarded, construed, or used as valuable or exchangeable instruments under any circumstances.
3.8 Loopedin Points that have been used to redeem any Loopedin Reward cannot be used to redeem another Loopedin Reward under any circumstances. No requests for exchange of Loopedin Rewards will be entertained.
3.9 Loopedin may at its sole and absolute discretion and without prior notice to User, reject a request to redeem Loopedin Points for any reason whatsoever, including without limitation, where:
3.9.1 There are insufficient Loopedin Points to redeem for the particular Loopedin Reward;
3.9.2 The Loopedin Reward is no longer made available or is out-of-stock;
3.9.3 The Loopedin Points used to redeem the Loopedin Rewards have been issued in error; or
3.9.4 Loopedin reasonably believes that that redemption transaction may be suspicious, illegal, involves any criminal activity or involves Loopedin Points that have been obtained through dishonest or fraudulent means or abusive behaviour or in breach of the App Agreement.
3.10 User may check their Loopedin Points balance and redemptions made using the App. User’s Loopedin Points balance and redemptions as set out in the App shall be conclusive evidence of the same.
3.11 Upon the termination of your Subscription, all Loopedin Points existing at that point of time shall be automatically cancelled and cannot be used to redeem any Loopedin Rewards.
3.12 Loopedin reserves the right to withhold any Loopedin Points earned until the transactions, including payment, are completed. Loopedin Points earned from purchases from Third Party Providers will only be earned if the good(s) and services(s) purchased are not returned, cancelled or refunded.
3.13 Fraud, abuse of redemptions or any dishonest activities related to the Loopedin Reward Programme may result in the forfeiture of accumulated Loopedin Points and the termination of your right to participate in the Loopedin Reward Programme.
3.14 To the extent permitted by applicable laws, Loopedin reserves the right at any time (without prior notice to User and at its sole discretion) to:
3.14.1 vary, amend or delete any term and condition of the Loopedin Reward Programme;
3.14.2 terminate or modify the Loopedin Reward Programme;
3.14.3 revoke, adjust and/or recalculate any Loopedin Points awarded;
3.14.4 change the number of Loopedin Points required to redeem a specific Loopedin Reward;
3.14.5 substitute any Loopedin Reward with another of a similar value;
3.14.6 change the number of Loopedin Points that can be earned from any qualifying transaction;
3.14.7 change the qualifications and eligibility for earning Loopedin Points;
3.14.8 change the qualifying transactions that earn Loopedin Points;
3.14.9 change the methods used to calculate the number of Loopedin Points to be awarded;
3.14.10 withhold or cease the awarding of Loopedin Points to Users; or
3.14.11 change the validity period of the Loopedin Points.
3.15 Loopedin may rectify any errors in the award of Loopedin Points to User without giving User any prior notice or reason.
3.16 User shall be responsible for any taxes, levies or duties that arise in connection with the issuance of Loopedin Points to User, User’s redemption of the Loopedin Points and/or the utilisation of the Loopedin Rewards User had redeemed. User shall indemnify Loopedin for all such taxes, levies and duties; and all costs and expenses incurred by Loopedin related thereto.
4. EXCLUSIONS FROM WARRANTIES
Loopedin Products, Loopedin Services, Loopedin Platform, App, and Website
4.1 THE LOOPEDIN PRODUCTS, THE LOOPEDIN SERVICES THE LOOPEDIN PLATFORM, APP, AND WEBSITE (INCLUDING WITHOUT LIMITATION ALL SOFTWARE, DATA, INFORMATION, CONTENT OR OTHER MATTER THEREBY MADE AVAILABLE RELATED TO THEIR USE) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, LOOPEDIN DISCLAIMS ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN RELATION THERETO, INCLUDING WITHOUT LIMITATION ALL IMPLIED CONDITIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
4.2 Loopedin does not warrant that the Loopedin Products, the Loopedin Services the Loopedin Platform, App, and Website will meet User’s requirements or that any software related to their use will be accurate, complete, reliable, timely, secure, bug-free or error-free or perform in an uninterrupted manner or be free from viruses or other harmful code. Loopedin shall not be liable to User or any third party in any way whatsoever for any losses, damage, fees, costs or expenses arising out of or in connection with such use or reliance (including without limitation all data, information, content or other matter thereby made available) or any downtime or service outage affecting them.
4.3 Loopedin is not liable in any way, whether in contract, tort or by statute, for any failure of Loopedin Products, Loopedin Services, Loopedin Platform, App, and/or Website to comply with the warranties given under the App Agreement:
4.3.1 unless User can prove, to Loopedin’s satisfaction, that User used and operated them strictly in accordance with Loopedin’s instructions as set out in the App and Website; or
4.3.2 if the failure is caused by:
(a) fair wear and tear, impact, improper use, or mishandling; or
(b) repair, alteration or use beyond their specifications or modification in any way by any person other than an employee of Loopedin.
4.4 User acknowledges that Loopedin is not responsible for the replacement of consumable items used in the operation of Loopedin Products and/or Loopedin Services.
Internet communications and mobile network
4.5 Loopedin does not warrant the security, confidentiality, authenticity or integrity of any communications and data transmissions over the Internet and mobile network as such risks cannot be eliminated from communications and data transmissions over the Internet and mobile network. Accordingly, any document or information which is transmitted by User, whether to Loopedin or to any other party, is transmitted at User’s own risk.
User’s dealings with others
4.6 Loopedin shall not be responsible for any dealings whatsoever between User and (a) any other User, or (b) any Third Party Supplier, whether or not such dealings have been facilitated by Loopedin.
Third Party Suppliers
4.7 Loopedin shall not be responsible for any Third Party Services, including but not limited to the accuracy, completeness, reliability, availability or security thereof. Loopedin shall not be liable for any losses, damage, costs, fees or expenses arising out of or in connection with the acts, neglects and omissions of Third Party Suppliers or other third parties in performing their duties and obligations, including without limitation third party providers of food, drinks, goods, cleaning & other services, telecommunication, mobile network, computer or internet services or for faults in or failures of their apparatus, equipment or systems.
4.8 The Third Party Services may be modified, terminated or suspended at any time without prior notice and without giving any reason. Loopedin shall not be liable to User or any third party in any way whatsoever for any losses, damage, fees, costs or expenses arising out of or in connection with any such modification, terminated or suspension.
4.9 User undertakes that it shall not seek to recover and shall not be entitled to recover from Loopedin or to be indemnified by Loopedin against, any direct, indirect or consequential loss, damage, costs, fees or expenses howsoever sustained, incurred or paid by User to any Third Party Supplier or other third party in relation to any claims, actions or proceedings whatsoever arising out of or in connection with (a) the use of the Loopedin Products, the Loopedin Services or any Third Party Services, or (b) the exercise of any rights or performance of any obligations by Loopedin under the App Terms of Use. In no event shall User seek to join Loopedin as a party, or otherwise make Loopedin a party, to any such claims, actions or proceedings.
5. LIMITATION OF LIABILITY
5.1 Loopedin may have insurance for claims relating to Loopedin Products and/or Loopedin Services. For any claim covered by insurance, Loopedin limits its liability to the amount Loopedin’s insurer pays for the claim.
5.2 Loopedin excludes all liability for any claim not covered by insurance, other than any claim for breach of contract. Loopedin limits its liability:
5.2.1 for any breach of any condition or warranty (that is not excluded in the App Terms of Use) implied by the Singapore Sale of Goods Act, to the cost of replacing or repairing the Loopedin Products or of resupplying the Loopedin Services in respect of which the breach occurred;
5.2.2 for any other breach of contract claim regarding the Loopedin Products, to the Loopedin Product Loss; and
5.2.3 for any other breach of contract claim regarding the Loopedin Services, to the sum paid by User in the three (3) months period preceding the date of User’s first claim against Loopedin for Loopedin Services in respect of which the breach occurred.
5.3 Loopedin excludes:
5.3.1 all conditions and warranties implied by custom, the general law or statute;
5.3.2 to the extent permissible by law, all liability to User or any third party for any losses or damage, whether direct, indirect, incidental, consequential or otherwise, or any costs, fees or expenses, arising out of or in connection with the App, the Loopedin Products and/or Loopedin Services, including without limitation loss of profits, loss of revenue, loss of data, business interruption, loss of goodwill, loss of business opportunity and down time, even if Loopedin has been advised of the possibility of such loss or damage; and
5.3.3 to the extent allowed, all warranties under the Singapore Sale of Goods Act.
5.4 In this Clause “liability” means all liability, including:
5.4.1 liability for breach of contract; and
5.4.2 other liability, including statutory and tortious liability (including negligence) and liability for patent infringement.
5.5 Loopedin shall have no liability to User under the App Agreement unless User shall have served notice on Loopedin within one (1) year from the date that the event giving rise to the cause of action arose.
6. INDEMNITY
6.1 User shall at all times defend, indemnify and hold harmless Loopedin and its officers, employees, agents and contractors (“those indemnified”) from and against any losses, damage, costs, fees, expenses (including reasonable legal costs and expenses) or other liability in respect of any and all claims whatsoever arising out of or in connection with:
6.1.1 any failure of a User to abide by the App Agreement regarding the use of the App, the Loopedin Products and/or Loopedin Services, and any other policies, directives and instructions issued from time to time by Loopedin in respect of the said App, Loopedin Products and/or Loopedin Services.
6.1.2 any failure of User to abide by applicable Third Party T&Cs;
6.1.3 the exercise by Loopedin of any right it has over any content created by User;
6.1.4 any dealings whatsoever between User and (1) any other User; or (2) any Third Party Supplier;
6.1.5 Loopedin’s collection, use and disclosure of personal data for any purposes set out in the App Agreement;
6.1.6 a User’s use of the Website, App, Loopedin Products and/or Loopedin Services or the data, information, content or other matter thereby made available; or
6.1.7 any data, information, content or other matter provided by User.
6.2 User’s obligation to defend those indemnified pursuant to Clause 6.1 shall include without limitation the obligation to notify third party claimants in writing that those indemnified are not liable to them and to institute legal proceedings, if necessary, to restrain the third party from bringing such claims against those indemnified.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All IP Rights conceived, developed, comprising, embodied in, or practiced in connection with the Equipment, App, Loopedin Products and/or Loopedin Services, including all text, graphics, logos, icons, trade marks, service marks, domain names, video and sound recordings, data compilations, computer programs and computer code, are owned by Loopedin or its licensors and shall not be reproduced, modified, adapted, distributed, published, displayed, uploaded, broadcast, posted, transmitted or hyperlinked in any manner and in any form without the prior written approval of Loopedin or its licensors. User acknowledges and agrees that User has no right, title or interest in or to the Equipment, App, Loopedin Products or Loopedin Services and will not challenge the ownership or right of Loopedin or its licensors thereto.
7.2 Subject to User’s full compliance with the App Agreement, Loopedin shall grant to User a limited, non-exclusive, non-transferable and non-sub-licensable licence to access and use, the Loopedin Platform solely and exclusively for User’s personal purposes. User acknowledges and agrees that the access and use the Loopedin Platform is solely in the capacity of end-users.
7.3 User must promptly notify Loopedin in writing of any claim or action alleging that the App, or any of the Loopedin Products and/or Loopedin Services infringes any IP Rights (“IPR Claim”).
7.4 User must:
7.4.1 only use the Equipment, App, Loopedin Products and/or Loopedin Services for the purposes for which they were designed to be used;
7.4.2 not reverse engineer the Equipment, App or Loopedin Products;
7.4.3 not reverse engineer any hardware and software related to the provision of the App, Loopedin Products and/or Loopedin Services;
7.4.4 not design or manufacture products that compete with Loopedin Products; and
7.4.5 not design or manufacture any hardware and software related to the provision of the Loopedin Services that compete with Loopedin Services.
8. CONFIDENTIALITY
8.1 Users agree to keep the Confidential Information confidential at all times and shall not use or disclose such Confidential Information except:
8.1.1 strictly as required to perform its obligations under the App Agreement; or
8.1.2 with the prior consent of the Party that owns such Confidential Information or to which such Confidential Information relates.
8.2 The provisions of Clause 8.1 shall not apply to Confidential Information:
8.2.1 which the receiving party is able to prove was already in its possession without obligation of confidence at the date it was received or obtained;
8.2.2 which the receiving party obtains from some other person with good legal title to the same;
8.2.3 which comes into the public domain otherwise than through the default or negligence of the receiving party;
8.2.4 which is independently developed by or for the receiving party; or
8.2.5 which the receiving party is required to disclose by law or by the rules of any recognised stock exchange, or judicial or government or other regulatory body provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
8.2.6 Each party shall ensure that its personnel, sub-contractors and agents who have, or may have, access to the Confidential Information are bound by an undertaking in substantially the same terms or to the same effect as this Clause.
9. FORCE MAJEURE
9.1 If a Party is partially or wholly unable to perform its obligations (except an obligation to pay) because of a Force Majeure Event then:
9.1.1 as soon as reasonably practicable after the Force Majeure Event arises, that Party must notify in writing the other Party of: (a) the matters constituting the Force Majeure Event, and (b) the extent and duration to which the notifying Party is unable to perform its obligations; and
9.1.2 the notifying Party’s obligation to perform those obligations will be suspended for the duration of the delay arising directly out of the Force Majeure Event provided that: (a) such Party shall, throughout the duration of the Force Majeure Event, take all reasonable steps to mitigate the effects of the Force Majeure Event; and (b) upon cessation of the Force Majeure Event the Party affected shall promptly notify the other Party of such cessation.
9.2 If a delay affecting either Party’s ability to perform its obligations arising directly out of a Force Majeure Event continues for more than 90 days, Loopedin may terminate the affected App Agreement with immediate effect by giving written notice to User.
9.3 If Loopedin terminates the App Agreement under Clause 9.2:
9.3.1 due to a Force Majeure Event affecting User, User must pay Loopedin all costs incurred or damages suffered by Loopedin prior thereto in connection with the App Agreement (including without limitation any charges, duties, taxes, expenses, design costs, purchasing costs or other outgoings paid or incurred);
9.3.2 except for any payment obligations, the rights and obligations of the parties under the App Agreement will cease; and
9.3.3 the accrued rights or remedies of the parties will not be affected.
9.4 If performance by any Party of its obligations under the App Agreement is only partially affected by a Force Majeure Event, such Party shall nevertheless remain liable for the performance of those obligations not affected by the Force Majeure Event.
10. TERMINA TION
10.1 The right of User to use the App, Loopedin Products and/or Loopedin Services shall continue until terminated as provided in the App Agreement.
10.2 Unless otherwise agreed, either Party may terminate the App Agreement, and consequently the relevant users’ accounts, without cause by giving seven (7) days’ prior written notice to the other Party.
10.3 Each Party may terminate the App Agreement forthwith by giving written notice to the other Party if:
10.3.1 the other Party is in breach of the App Agreement and, where the breach is curable, fails to cure the breach within seven (7) days of being notified in writing of the breach;
10.3.2 any proceedings are commenced for the liquidation, dissolution or bankruptcy of the other Party and are not discharged or discontinued within sixty (60) days of their commencement;
10.3.3 the other Party compounds with any of its creditors or has a receiver appointed in respect of the whole or any part of its assets; or
10.3.4 the other Party ceases or threatens to cease to carry on business.
10.4 Loopedin has the right to terminate the App Agreement forthwith by giving User written notice if (a) payment of the Charges or any part thereof is not received by Loopedin by the payment due date; or (b) in Loopedin’s opinion, there are security reasons for doing so.
10.5 Where any Loopedin Services is supplied by a Third Party Supplier (whether in whole or in part), Loopedin has the right to terminate such Loopedin Services forthwith by giving written notice to User if the relevant Third Party Supplier has terminated the Third Party Services required for such Loopedin Services or requested or directed Loopedin to terminate the same. Unless otherwise stated in Loopedin’s notice of termination, the termination of any Loopedin Services pursuant to this Clause shall not terminate the other Loopedin Services to User.
10.6 Upon termination of the App Agreement:
10.6.1 User shall immediately:
a) cease using the App, Loopedin Products and Loopedin Services; and
b) return all Loopedin Products to Loopedin in a good, clean and undamaged condition (fair wear and tear excepted)
failing which, the Charges shall continue to be payable by User to Loopedin; and
10.6.2 Subject to clause 10.7, only the personal data of the User will either be deleted or the means by which the personal data is associated with the User is removed. Other non-personal data required for statistical or research purposes may be retained by Loopedin.
10.7 User acknowledges and agrees that User may not be entitled to a refund of any Charges upon the modification, termination or suspension of the whole or any part of the App, Loopedin Products and/or Loopedin Services. All refunds (if any) shall be subject to Loopedin’s then current refund policies and procedures which may include procedures to establish the identity of User (for which the personal data of the User may be retained) as required by any applicable regulations.
10.8 The termination or expiry of the App Agreement shall be without prejudice to any accrued rights of either Party and shall not affect obligations which are expressed not to be affected by termination or expiry.
10.9 Any of the App Terms of Use which require performance or have application after the termination or expiration of the App Agreement shall survive such termination or expiration. Without prejudice to the generality of the foregoing, Clauses 7.1, 8, 11, 12, 13 and 20 shall survive the termination or expiry of the App Agreement.
11. APPLICABLE LAW AND JURISDICTION
All rights and obligations of Loopedin and User are governed by the laws applicable in Singapore and each of them submit to the jurisdiction of the Courts of Singapore.
12. RESOLUTION OF DISPUTES
12.1 Any dispute arising out of or in connection with the App Agreement, including any question regarding its existence, validity or termination (“Dispute”), shall be settled by mediation in Singapore by the Law Society of Singapore (“LawSoc”) in accordance with LawSoc’s Mediation Procedure in force for the time being. Unless otherwise agreed by the parties, the mediator(s) will be appointed by LawSoc. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached.
12.2 If the mediation does not result in a settlement agreement within four (4) weeks of the date of the first request for mediation made by either party, the Dispute shall be referred to and finally resolved by arbitration administered by LawSoc in accordance with its Arbitration Rules (“LawSoc Arbitration Rules”) for the time being in force, which rules are deemed to be incorporated by reference to this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of arbitration shall be English. The arbitration agreement contained in this clause shall be governed by the laws of Singapore.
12.3 For the avoidance of doubt, it is agreed that nothing in this Clause 12 shall prevent a party from seeking urgent injunctive or equitable relief before any appropriate court.
13. COMMUNICATIONS
13.1 All communications required to be given under the App Agreement must be sent to the address of the recipient (including email addresses) or, via the app or otherwise, to the mobile device of the recipient on which the App is used (or other address notified in writing by the recipient in accordance with this Clause).
13.2 Loopedin’s Contact Email is contact@loopedin.com.sg or such other email as may be notified to User from time to time.
13.3 Any communication will be deemed to have been duly given: (a) if sent by mail, 2 business days after posting; (b) if delivered by hand, on the day of delivery; (c) if sent by facsimile transmission, on generation of an acknowledgment that the transmission has been successfully completed; and (d) if sent by email or to the mobile device, at the time of transmission.
14. SEVERABILITY
The parties agree:
14.1 to apply a construction of each provision of the App Agreement that creates a legal and enforceable provision;
14.2 that any illegal or unenforceable provision will be severed from the App Agreement and will not affect the continued operation of the remaining provisions; and
14.3 to use their best endeavours to replace any severed provision with a provision having a commercial import as close as possible to the severed provision.
15. ENTIRE AGREEMENT
The App Agreement and the applicable App Terms of Use constitute the entire agreement between the parties as to the supply and use of the App, Loopedin Products and/or Loopedin Services that is the subject of the App Agreement and supersedes all prior representations and agreements in connection with that subject matter. Any term and condition that User attempts to impose in relation to the App Agreement that has not been accepted in writing by Loopedin shall have no effect.
16. AMENDMENTS TO THE APP TERMS OF USE
Loopedin reserves the right to amend, supplement and/or replace the App Terms of Use from time to time upon written notice. Such notice shall be posted on the Website and the applicable amendments, supplements and replacements shall be effective after seven (7) days have passed from the date of being posted on the Website. BY ACCESSING THE WEBSITE OR USING THE APP, LOOPEDIN PRODUCTS AND/OR LOOPEDIN SERVICES OR CONTINUING TO ACCESS WEBSITE OR CONTINUING TO USE THE APP, LOOPEDIN PRODUCTS AND/OR LOOPEDIN SERVICES, USER SHALL BE BOUND BY THE VERSION OF THE APP TERMS OF USE IN FORCE AT THE TIME.
17. THIRD PARTY RIGHTS
17.1 Except as specifically provided hereunder, a person who is not a party to the App Agreement shall have no right under the Contracts (Rights of Third Parties) Act.
17.2 In entering into the App Agreement, the Parties recognise that it is impracticable to make provision for every contingency that may arise in the course of the performance hereof. Accordingly, the Parties hereby agree that they shall co-operate, liaise and use their best endeavours to agree upon such action as may be necessary and expedient to provide for such contingencies.
17.3 Loopedin may assign, transfer, subcontract or otherwise arrange for a third party to perform or discharge any part or the whole of any obligation under the App Agreement. In the event that any part of the App Agreement is to be performed or discharged by a subcontractor, the other Party hereby consents to the disclosure of so much of its Confidential Information to such subcontractor as is necessary for the subcontractor to perform its obligations. Save as provided herein, no other Party may assign, transfer, subcontract or otherwise arrange for a third party to perform or discharge any part or the whole of any obligation under the App Agreement.
17.4 The App Agreement shall not constitute any Party as the agent of the other Parties, or create a partnership, joint venture or similar relationship between the Parties, and no Party shall have the power to obligate or bind the other Parties in any manner whatsoever.
18. COSTS
18.1 Each Party shall be responsible for its own legal costs and other expenses incurred in relation to the preparation and execution of the App Agreement.
18.2 User shall be liable to Loopedin for all costs and expenses incurred by Loopedin (including legal costs on an indemnity basis) for the purposes of enforcing any of its rights under the App Agreement.
19. WAIVER, DELAY OR ACQUIESCENCE
19.1 No failure or delay on the part of any Party in exercising any power or right under the App Agreement shall operate as a waiver of such power or right nor shall the knowledge or acquiescence by any Party hereto of or in a breach of any terms or conditions of the App Agreement constitute a waiver of such terms or conditions.
19.2 No waiver by any Party of a breach of any term or condition of the App Agreement shall constitute a waiver of any subsequent breach of the same or any other term or condition of the App Agreement.
19.3 No waiver of any of the terms of the App Agreement shall be valid unless in writing and signed by or on behalf of the Parties.
19.4 remedyThe rights and remedies under the App Agreement are cumulative and not exclusive of any other right or provided by law or equity.
20. DEFINITIONS
20.1 In these App Terms of Use (save where the context requires otherwise), the following terms and expressions shall have the following meanings:
“App” means the application software, being part of the Loopedin Platform, developed for Loopedin which can be downloaded and installed on such mobile devices as Loopedin may specify.
“App Agreement” means the agreement, by whatever name, for the use of the App, Loopedin Products and/or Loopedin Services to which the App Terms of Use apply and includes all schedules, annexures and appendices to the agreement.
“App Terms of Use” means these terms and conditions appliable for the use of the App, Loopedin Products and/or Loopedin Services by User and others, as amended, supplemented or replaced from time to time. The App Terms of Use is located in the App and at the Website or at such other uniform resource locators as may be provided or substituted by Loopedin from time to time.
“Charges” means all fees, charges, top-ups, pre-payments, deposits and other payments to be made by User to Loopedin.
“Commencement Date” means the date notified by Loopedin to User when the supply of the relevant Loopedin Products and/or Loopedin Services using the App will commence.
“Confidential Information” means the terms of the App Agreement, all matters relating to or connected with the operation of the App Agreement and all and any information or data belonging to or relating to Loopedin that is of a confidential nature that comes into the possession of User as a consequence of the App Agreement and includes the following types of information, whether in writing, oral, graphical, machine-readable or any other tangible or intangible medium (and includes copies of such information):
(a) Technology related information: discoveries, ideas, concepts, papers, software in various stages of development, designs, drawings, specifications, techniques, models, prototypes, data, source codes, object codes, documentation, manuals, diagrams, flow charts, schematics, research, process, procedures, functions, “know how”, trade secrets, technology, intellectual property, including but not limited to any patents, copyrights, trademarks existing now, for which applications may be pending or hereafter made, acquired and/or granted to the disclosing party and any improvements, enhancements or modifications thereto, discoveries, concepts, ideas, methods, algorithms, consulting methods & techniques, research, development, processes, procedures, methods of production, use, operation and application, invented, owned or developed by the disclosing party;
(b) Business related information: marketing and development plans, marketing techniques and materials, market analysis, customer names and other information related to customerrs, price lists, pricing policies and financial information, information relating to business practices, product philosophy, position relative to competitors and review of actual deliverables of consulting projects, cost structures, strategic and management plans, accounting, legal and verification methodologies; the fact that discussions are taking place between the Parties, and any business relationship entered into between the Parties that resulted from discussions between the Parties; and/or
(c) Other information: information described as proprietary or designated as confidential information, whether or not owned or developed by the disclosing party, and whether or not copyrighted or information disclosed to the receiving party by any third party which information the receiving party is obliged to treat as confidential or proprietary information.
“Designated Method” refers to the term described in Clause 2.2.
“Electronic Payment Method” refers to the method of payment through an electronic medium and includes (a) online payment using debit cards (for example, NETS); (b) online payment using credit cards; (c) e-wallets (for example, Apple Pay, Android Pay, Samsung Pay, Google Pay, PayPal, DBS PayLah! and Dash); (d) mobile payment (for example, PayNow, OCBC Pay Anyone and UOB Mighty); (e) non-instant funds transfer (for example, GIRO Payment, Telegraphic Transfer); (g) FAST payment; and (h) any other payment method provided by a Payment Service Provider.
“Equipment” means any equipment provided by Loopedin (together with applicable peripherals like Loopedinscanners and the applicable software) to enable Loopedin to provide the Loopedin Products and/or Services to User.
“Force Majeure Event” means any event affecting performance of the App Agreement arising from or attributable to acts, events, omission or accidents which are not reasonably foreseeable by, and which are beyond the reasonable control of, a party including without limitation any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies, failure of infrastructure, systems or servers, severing of underground or undersea internet data cables, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action (other than strikes, lock outs or other industrial actions involving only the employees of the affected Party), terrorist action, civil commotion and any legislation, regulation, ruling or omissions of any relevant government, court or any competent national or international authority.
“GST” means the tax appliable for the supply of any goods and services by Loopedin to User, including the taxes payable under the Singapore Goods and Services Tax Act.
“IP Rights” means any and all rights to any ideas, data, inventions, discoveries, developments, enhancements, works of authorship, computer programs, databases. know-how, and technical, business and other information, and any property rights protected under the patent, copyright, mask work rights, trade secret, trademark or other intellectual property or moral rights laws of any state or national government, including all rights under any registrations issued now or in the future by any governmental authority with respect to the same, and all rights under any pending applications for registration filed now or in the future, in any part of the world.
“Loopedin” refers Loopedin Pte Ltd.
“Loopedin’s Contact Email” refers to the email in Clause 13.2.
“Loopedin Products” means durable and reusable products (such as reusable cups, soup bowls and food boxes), including such other items and utensils that may be added by Loopedin from time to time, as may be supplied by Loopedin to User that the User has agreed to and includes any software that is associated with the supply, management and use of the said products.
“Loopedin Product Loss” means (a) if a Loopedin Product is lost, damaged beyond repair, or the cost of repair is above its replacement cost, the cost of purchasing an equivalent product; or (b) if a Loopedin Product (or any component thereof including the RFID tags) is otherwise damaged, the cost to repair that Loopedin Product or that component. The Loopedin Product Loss for the relevant Loopedin Product will be (i) as stated in a notification sent using the App and/or in an email sent to the User; or (ii) in the absence of such statement in the notification or email, will be S$15 per piece.
“Loopedin Platform” means any and all of the systems, processes, content, materials and/or services offered by Loopedin through which the Loopedin Services are provided, the App being part of the Loopedin Platform.
“Loopedin Reward Programme” refers to the term described in Clause 3.1.
“Loopedin Services” means the services as may be supplied by Loopedin to User that the User has agreed to, and includes any hardware and software that is associated with the use of the said services.
“Parties” refers to Loopedin and User and “Party” refers to each of them.
“Payment Service Provider” means the provider, that Loopedin may appoint from time to time, of services relating to the processing, reconciling and reporting of payment transactions, and related operations for the purposes of allowing Loopedin to take in and process payment transactions. The Payment Service Provider’s terms and conditions governing the use of their services is one of Third Party T&Cs.
“Subscription” means the grant by Loopedin of access to and use of the App for the Loopedin Products and/or Loopedin Services, and includes any hardware and software that is associated with the Subscription.
“Third Party Services” means goods, content, materials, services and/or features provided by Third Party Suppliers, such as the provision of (a) food, drinks, products, content, materials & other goods; and/or (b) cleaning, payment processing & other services.
“Third Party Supplier” means a provider (other than Loopedin) of any Third Party Services.
“Third Party T&Cs” means the terms and conditions imposed by Third Party Suppliers for the use of Third Party Services.
“User” means an end-user, being a party to the App Agreement who has agreed to use the App, relevant Loopedin Products and/or Loopedin Services as provided for in the App Terms of Use.
“User ID” means a login identification code and password required for a User to access and use a Subscription.
“Website” means the web site or sites designated by Loopedin from time to time at its discretion, including without limitation at such other uniform resource locators as may be provided or substituted by Loopedin from time to time.
“Website Conditions” means the terms & conditions and privacy policies applicable to anyone who visits or uses the Website, as amended, supplemented or replaced from time to time. The Website Conditions are located at the Website or such other uniform resource locators as may be provided or substituted by Loopedin from time to time.
20.2 In the App Terms of Use, save where the context requires otherwise:
20.2.1 Except as modified herein, the definitions and the terms & conditions in the Website Conditions are incorporated herein by reference and shall have the same force and effect as though fully set forth herein. Where there is any contradiction between the App Terms of Use and the Website Conditions, the App Terms of Use shall prevail.
20.2.2 The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa.
20.2.3 References to persons shall include bodies corporate, unincorporated associations, partnerships and individuals.
20.2.4 Any reference to a Recital, Clause, paragraph or Schedule is to a Recital, Clause, paragraph or Schedule (as the case may be) of or to the App Agreement.
20.2.5 The headings contained in the App Agreement are for the purposes of convenience only and do not form part of and shall not affect the construction of the App Agreement.
20.2.6 References to any statutory provisions shall be deemed to include any amendment, replacement or re-enactment for the time being in force.
20.2.7 All consents, approvals, notices, directions and/or instructions which are required to be given or obtained pursuant to the App Agreement shall be given in writing.
20.2.8 Where two or more persons or parties are included or comprised in any expression, agreements, covenants, terms, stipulations and undertakings expressed to be made by or on the part of such persons or parties shall, unless otherwise provided herein, be deemed to be made by and be binding upon such persons or parties jointly and severally.
20.2.9 All references to a natural person shall include such person’s heirs, personal representatives, successors-in-title and permitted assigns. All references to a company shall include such company’s successors-in-title and permitted assigns.
20.2.10 A reference to “in writing” or any other similar phrase shall include a reference to information, communication, records or documents in electronic form as provided for under the Singapore Electronic Transactions Act.
20.2.11 A reference to “dollar”, or “$” is a reference to the lawful currency of the Republic of Singapore.
20.2.12 If any time limit specified in the App Agreement expires on a day which is not a business day in Singapore, that time limit is deemed to expire on the next business day in Singapore.
21. ELECTRONIC SIGNING
21.1 The App Agreement may be entered into by the Parties using electronic means. The relevant provisions of the Singapore Electronic Transactions Act shall apply to such agreements.