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Terms and Conditions

Please read these terms and conditions in these Terms and Conditions carefully before using the Platform.

 

1. General

 

1.1 In these Terms and Conditions (“Terms”), unless the context requires otherwise, “we”, “us” and “our” refer to Mandai Global Pte. Ltd. and its Affiliates, and “you” or “your” refers to the User who is given access to or use of the beta version of the Magic Valley website (accessed via https://magicvalley.mandai.com) (hereinafter referred to as “Platform”), and where the User is under the age of eighteen (18) or is an incapacitated adult, includes any individual who is the parent or legal guardian of the aforementioned User.

 

1.2 By accessing and/or using the Platform, you agree to be bound by these Terms. If you are agreeing to be bound on behalf of your employer or another entity, you represent and warrant that: (i) your employer, or the applicable entity, is duly organised, validly existing and in good standing under the laws of the country in which it is organised or incorporated; (ii) you have full legal authority to bind your employer, or the applicable entity, to these Terms; (iii) you have read and understand these Terms; and (iv) you agree, on behalf of the party that you represent, to these Terms.

 

1.3 If you do not agree to these Terms or if you do not have the legal authority to bind your employer or the applicable entity, do not access, and/or use this Platform. 

 

1.4 Where the User is below the age of eighteen (18) years old or is an incapacitated adult, you, as the parent or legal guardian, accept these Terms on behalf of yourself and your child or legal ward, and undertake to inform and explain these Terms to your child or legal ward and confirms that your child or legal ward understands these Terms.

 

2. Definitions and Interpretation

 

2.1 Unless otherwise defined, the definitions and provisions in respect of interpretation set out in Schedule 1 will apply to these Terms.

 

3. Beta Testing

 

3.1 Licence to Use Platform: The Platform is proprietary to us, our Affiliates, our licensors and/or our service providers and must not be used other than strictly in accordance with these Terms. If you agree to these Terms, we grant you a personal, revocable, limited, non-exclusive, non-transferable, non-sublicensable right to use the Platform, or to download and install a copy the Platform on a suitable Device and to run such copy of the Platform (where applicable), for the purpose of accessing and using the Platform and for your own personal and non-commercial purposes. We retain all ownership rights in the Platform and reserve all rights not expressly granted to you.

 

3.2 Restrictions of Use:

 

3.2.1. You agree to use the Platform for testing and evaluation purposes only and agree that the data obtained through the Platform shall not be made available to any Third Party.

 

3.2.2. You shall not, under any circumstances,:

 

  • copy, sell, resell, transfer, assign, licence, sub-licence, distribute, transmit, publicly display, rent, lease, lend, export, offer on a “pay-per-use” basis, publish or otherwise reproduce the Platform and/or the Materials or any part thereof in any form by any means; 

  • adapt, modify, decompile, disassemble, localise, port and/or reverse engineer the Platform or any part thereof, or authorise a Third Party to do any of the foregoing; 

  • remove, obscure or destroy any copyright, trade secret, proprietary or confidential legends or marking placed upon or contained within the Platform and/or the Materials; 

  • prepare or develop derivative works based on the Platform and/or the Materials; 

  • merge the Platform with any other software;

  • use the Platform for purposes other than those permitted under these Terms or for illegal, unlawful or malicious purposes;

  • impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity; 

  • attempt to gain unauthorised access to or otherwise interfere or disrupt other systems or networks connected to the Platform; 

  • post, promote or transmit through the Platform any information, graphics, photographs, data and/or any other material that (a) contains any virus or other invasive or damaging code, program or macro; (b) infringes any Third Party’s Intellectual Property Rights or any other proprietary rights; (c) is defamatory, libellous or threatening; (d) is obscene, inappropriate, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the applicable law; and/or (d) is or may be construed as offensive and/or otherwise objectionable, in our sole opinion;

  • interfere with another’s utilisation and enjoyment of the Platform; 

  • use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Platform’s data or damage or interfere with the operation of another User’s Device and/or the Platform; 

  • take any action or use the Platform in a manner which may adversely affect the regular operation of the Platform (including without limitation, actions which excessively overload the systems);

  • use the Platform other than in conformance with the acceptable use policies of any connected networks, any applicable Internet standards and any other applicable laws, or view, listen to, download, print or use the Materials other than as allowed under applicable laws; or

  • use the Platform in a manner which is not expressly authorised hereunder or which may be illegal.

 

Any breach of the aforesaid restrictions shall result in immediate and automatic termination of all rights and licence granted hereunder. The use restrictions set out herein shall survive the termination of these Terms. 

 

3.3 Acknowledgement and Assumption of Risk: You acknowledge and agree that:

 

  • the Platform is provided without, or with limited, support under commercially reasonable efforts and have not been made commercially available by us;

  • may not operate properly, be in final form or fully functional, and it may not be possible for us to make the Platform fully functional;

  • the Platform may contain errors, design flaws or other problems, and the use of the Platform may result in unexpected results, corruption or loss of data or any other forms of unpredictable damage or loss. You are responsible for taking all necessary steps to safeguard important data stored in your device; and

  • you shall use caution and not rely in any way on the correct functioning and performance of the Platform.

 

3.4 For the avoidance of doubt, we shall not at any time be obliged to provide any adaptations, enhancements and/or modifications to the Platform, including any updates, patches, bug-fixes and/or upgrades to the Platform or any new versions and/or releases of the Platform which incorporate new features or functions. 

 

4. General Use of the Platform

 

4.1 Guidelines to the Use of Platform: You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the use of or access to the Platform, as well as any amendments to the aforementioned, issued by us, from time to time. These notices, guidelines and operating rules and policies will generally be notified to you via email, push notification(s) and/or publication on the Platform or such other method of notification as may be designated by us, which you acknowledge shall be sufficient notice for the purpose of this clause. We reserve the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform. 

 

4.2 Availability of Platform: We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform and shall not be liable if any such upgrade, modification, suspension, discontinuation or removal prevents you from accessing or using the Platform. 

 

4.3 Additional Terms: In addition to these Terms, the use of specific aspects of the Platform, and/or Materials offered by us and/or our Affiliates or service providers, may be subject to additional terms and conditions (“Additional Terms”), as notified to you from time to time and which you will need to accept before using such aspects, and will apply in full force and effect upon your access to and/or use of such aspects. 

 

4.4 New Features: We reserve the right to produce new and updated versions of the Platform and/or introduce new or enhanced services, products, programmes, functions, features and/or applications (collectively, “New Features”) to the Platform. All New Features shall be governed by these Terms and may be subject to the Additional Terms, which you shall be required to agree to before access to and use of such New Features is provided, and shall be deemed to have been agreed to upon your access to and/or use of such New Features. In the event of any inconsistency between these Terms and any Additional Terms, the Additional Terms shall prevail in so far as the inconsistency relates to the New Features in question unless otherwise provided. 

 

4.5 Use of Platform:

 

4.5.1 You are required to create an avatar, indicate your gender, provide a name and your date of birth (“Personal Details”) in order to use the Platform. You will have the option of creating an avatar based on the photograph which you have uploaded on the Platform. If you are providing the Personal Details on behalf of an individual, you warrant and represent that you have obtained consent from the individual for the use of their Personal Details.

4.6 Paid Features and Products:

4.6.1 The term, “Paid Features”, refers to any features of the Platform that can only be accessed after payment has been made, and “Products” means any products offered for purchase through the Platform.

 

4.6.2 Subject to applicable law, no refund of the monies paid for the Paid Features and/or Products are permitted.

 

4.6.3 Personalised Stories

Electronic version

 

4.6.3.1 You may access Personalised Stories for your own personal and non-commercial use upon payment of the applicable fees.

 

4.6.3.2 The Personalised Stories are licensed, not sold, to you by us. Upon your payment of the applicable fees (which would include the applicable taxes), we grant you a non-exclusive right to view the Personalised Stories solely through the Platform. You acknowledge that you do not acquire any ownership rights in or to the Personalised Stories. Unless specifically indicated otherwise, you may not sell, rent, lease, share, distribute, broadcast, sublicence, modify, reproduce or deal with the Personalised Stories or any portion of it without obtaining our prior written consent.

 

4.6.3.3 Personalised Stories can be returned for a refund within seven (7) days of payment, provided that the Personalised stories are unread or have not been accessed. Where the Personalised Stories have been read (whether partially or otherwise) or in cases of abuse, refunds may be denied.

Printed version

4.6.3.4. Personalised Stories are also available for purchase in the form of a printed book (“Book”). You represent and warrant that you are purchasing the Book for your personal use, and you agree that you will not, whether directly or indirectly, resell the Book purchased for commercial purposes.

 

4.6.3.5. You acknowledge that the printing and delivery of the Book will be undertaken by our vendors. If the Book is damaged and/or defective, you are entitled to request for a replacement Book or a refund, within fourteen (14) days following from the date of delivery of the Book. Such request must be accompanied by photographic proof of damage and/or defects, and the requests together with the photographic proof must be sent to contact@magicvalley.app. We will provide you with a replacement product or refund after receiving your request and photographic proof of damage and/or defects. Subject to applicable law, you are not able to exercise your right to request for a replacement product or refund after the expiry of such 14-day period. Refunds will only be given to the original payor, through the same method of payment excluding cash refunds.

 

4.7 Payment:

 

4.7.1 Payment for Paid Features through the Platform shall be made in accordance with the payment methods specified on the Platform.

 

4.7.2 We have use third party services to verify, secure and/or process your payments. The third party services may charge a fee for processing payments related to your transactions on the Platform.

 

4.7.3 Without prejudice to the other provisions of the Terms, we shall not be responsible for any malfunction in any computer system, software or any Internet access service provider that may affect the accuracy or timeliness of the online transmission of payment instructions. We shall not be responsible if any information provided is inaccurate or if payment instructions are not given sufficiently in advance to allow for timely payment or if payment instructions cannot be carried out for any reason beyond our control.

 

5. Intellectual Property Rights

 

5.1 Ownership of Platform and Materials: The Intellectual Property Rights in and to the Platform and the Materials are owned, licensed to or controlled by us, our Affiliates, our licensors or our service providers. We reserve the right to enforce its Intellectual Property Rights to the fullest extent of the law.

 

5.2 Trade marks: The Trade marks are registered and unregistered trade marks of us or Third Parties. Nothing on the Platform and in these Terms shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a meta tag or as a “hot” link to any other website) any Trade marks displayed on the Platform, without the written permission of the applicable Trade mark owner. 

 

6. Indemnity and Our Limitation of Responsibility and Liability

 

6.1 No Representations or Warranties: The Platform is still in the beta testing phase, and the Platform and/or Materials are provided on an “as is” and “as available” basis. All data and/or information contained in the Platform are provided for informational purposes only. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of Third Party rights, title, merchantability, satisfactory quality or fitness for a particular purpose or use, quiet enjoyment, and any warranties arising out of course of dealing or usage or trade are given in conjunction with the Platform or the Materials. Without prejudice to the generality of the foregoing, we do not warrant:

 

  • the quality, accuracy, timeliness, truthfulness, adequacy, commercial value, reliability or completeness of all data and/or information contained in the Platform or the Materials; 

  • that the Platform or any of the Materials will be provided uninterrupted, in a timely manner, secure or free from errors or omissions, or that any identified defect will be corrected; 

  • that the Platform will be compatible with any hardware or software, or the files on your browser and/or operating system; 

  • that the Platform and Materials are free from any virus or other malicious, destructive or corrupting code, agent, program or macros; and

  • the security of any information transmitted by you or to you through the Platform, and you accept the risk that any information transmitted or received through the Platform may be accessed by unauthorised Third Parties and/or disclosed by us or our officers, employees, contractors, sub-contractors, consultants or agents to Third Parties purporting to be you or purporting to act under your authority. Transmissions over the Internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet.

 

6.2 Exclusion of Liability: We, together with our Affiliates, shall not be liable to you for any injury, death, Losses, damages or expenses (including but not limited to any direct, indirect, incidental, special, exemplary, consequential or punitive damages or economic loss or any claims for loss of profits or loss of use, loss of data or goodwill, service interruption, Device damage or system failure or the cost of substitute services) whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:

 

  • these Terms:

  • any access, use and/or inability to use (including prohibitions, restrictions, interruptions and delays in the use of) the Platform; 

  • any inaccuracies, error or omission, regardless of cause, in the Materials;

  • any system, server or connection failure, error, omission, interruption, delay in transmission, virus or other malicious, destructive or corrupting code, agent program or macros; 

  • any communications or interactions with other users of the Platform (through Postings or otherwise) and/or persons with whom you communicate or interact as a result of your use of the Platform,

  • any use of or access to any other website or webpage linked to the Platform, even if the we may have been advised of, or otherwise might have anticipated, the possibility of the same;

  • any services, products, information, data, software or other material obtained or downloaded through the Platform and/or Materials or from any other website or webpage provided through the Platform and/or Materials or from any other party referred through the Platform and/or Materials, or through the use of the Platform and/or Materials; 

  • your use or misuse of the Platform and/or Materials;

  • any reliance on the Platform and/or Materials; or

  • any other reason associated with the Platform and/or Materials.

 

6.3 At Your Own Risk: Any risk of misunderstanding, error, Loss, injury, death, damage or expense resulting from the use of the Platform and/or the Materials is entirely at your own risk and we shall not be liable therefor.

 

6.4 Indemnity:  You agree to indemnify, defend and hold us and our Affiliates and each of our directors, officers, shareholders, affiliates, employees, contractors, agents, consultants, sub-contractors (collectively known as the “Indemnified Parties”) in respect of any and all claims, demands, actions, proceedings, liabilities (whether civil or criminal), damages, losses, costs and expenses (including legal costs on an indemnity basis) which may be suffered or incurred by the Indemnified Parties or asserted against the Indemnified Parties by any person in respect of:

 

  • any unauthorised access and/or use of the Platform and/or the Materials;

  • any breach of these Terms by you; and/or

  • the occurrence of any event due to your act, omission or default which comprises the security or integrity of the Platform and/or the Materials.

 

6.5 To the extent permitted under applicable laws, our entire liability to you for any claims arising out of or in connection with these Terms or from the use or inability to use the Platform and/or the Materials, regardless of the form, shall, in the aggregate, be limited to SGD 100.

 

7. Hyperlinks, Alerts and Advertising

 

7.1 Hyperlinks: For your convenience, we may include hyperlinks to other websites, mobile applications, content or other resources on the Internet that are owned or operated by Third Parties. Such linked websites, mobile applications or content are provided for convenience only and are not under our control and we are not responsible for the content, products or services on or available from those websites, mobile applications, content or other resources or liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website or mobile application. Any hyperlinks to any other websites, mobile applications, content or other resources are not an endorsement or verification of such websites, mobile applications, content or other resources and you agree that your access to or use of such linked websites, mobile applications, content or other resources is entirely at your own risk.

 

7.2 Advertising: We may attach banners, java applets and/or such other materials to the Platform for the purposes of advertising our (or our Affiliates’ and/or Third Parties’) products and/or services. For the avoidance of doubt, you shall not be entitled to receive any payment, fee and/or commission in respect of any such advertising or other promotional materials.

 

8. Consent to Disclosure & Provision of Information

 

8.1 Personal Data Protection Policy/Privacy policy: Our personal data protection policy and privacy policy explains how we treat your Personal Data when you access the Platform. Any Personal Data which you provide to us is subject to our personal data protection policy and privacy policy (available at https://magicvalley.mandai.com), as may be updated and/or amended by us from time to time), which is incorporated by reference into these Terms. By accessing the Platform, you agree that we can collect, use and disclose any Personal Data you provide to us in accordance with our personal data protection policy and privacy policy. 

 

8.2 Collection and Use of Data: In addition to the information that you submit via the Platform, you consent to our systems being programmed to gather certain anonymous data to help us understand how the Platform are being used and how we can improve it. The collected data may from time to time be used to facilitate the provision and improvement of the Platform, software updates, product support and other services associated with the Platform (if any). You agree that we may use such data to improve our Platform. This automatically gathered data includes but is not limited to your Device’s technical data and all its associated information, including without limitation, technical information about your Device, system, software, Device functionality, Device specifications, your Device’s IP or “Internet Protocol” address, statistics about how you navigate through the Platform, and information provided through the use of “cookies”.

 

8.3 Consent to Receive Messages: You consent to and authorise the use by us of any information provided by you (including Personal Data) for the purposes of the sending of commercial messages to you. Your agreement to the provisions of this Clause 8.3 shall constitute your consent for the purpose of the provisions of any personal data and spam control laws (whether in Singapore or elsewhere).

 

8.4 Cookies: During your use of the Platform, we may issue to and request from your Device "cookies" to enable more convenient browsing when you revisit the Platform. You must not alter any cookies sent to your Device from the Platform and must ensure that your Device sends correct and accurate cookies in response to any relevant request from the Platform.

 

9. Termination

 

9.1 Termination by Us: In our sole and absolute discretion, we may with immediate effect without notice to you, terminate or bar your access and use of the Platform. We may terminate or bar access and or use of the Platform (or any part thereof) for any reason whatsoever, including but not limited to a breach of any of these Terms or where if we believe that you have violated or acted inconsistently with any Terms set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable to continue providing the Platform. 

 

9.2 Consequences of Termination:

 

9.2.1 Upon termination or expiry of these Terms for any reason whatsoever, all rights and/or licences granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use of the Platform in any way whatsoever.

 

9.2.2 Termination of these Terms for any reason shall not bring to an end to our rights accrued prior to termination, and your obligations under any provisions of these Terms which are meant to survive the termination.

 

9.2.3 You acknowledge that we have no obligation to, and will not, reimburse or refund you for terminating or baring your access and use of the Platform (or any part thereof).

 

10. Notices

 

10.1 Notices from Us: All notices or other communications given to you if communicated through any print or electronic media as we may select will be deemed to be notified to you on the date of publication or broadcast.

 

10.2 Notices from You: You may only give notice to us in writing sent to our designated channels, and we shall be deemed to have received such notice only upon receipt. While we endeavour to respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed.

 

10.3 Other Modes: Notwithstanding Clauses 10.1 and 10.2, we may from time to time designate other acceptable modes of giving notices (including but not limited to e-mail or other forms of electronic communication) and the time or event by which such notice shall be deemed given.

 

11. General

 

11.1 Governing Law and Dispute Resolution: Use of the Platform, and these Terms shall be governed by and construed in accordance with Singapore law and you hereby submit to the exclusive jurisdiction of Singapore courts. 

 

11.2 Amendments: We may, without prior notice to you, vary the terms and conditions of these Terms by posting such updated Terms on the Platform, such variation to take effect on the date we specify. If you use the Platform after such date, you are deemed to have accepted such variation. It is your responsibility to check for such updated Terms.  If you do not accept the variation, you must stop accessing or using the Platform immediately and terminate these Terms by giving us notice in writing. Our right to vary these Terms in the manner aforesaid may be exercised without the consent of any person or entity who is not a party to these Terms. 

 

11.3 Sub-contracting and Delegation: We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Platform and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate. 

 

11.4 Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights under these Terms to any Affiliate or Third Party.

 

11.5 Force Majeure: We shall not be liable for non-performance, error, interruption or delay in the performance of our obligations under these Terms (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform's contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control. 

 

11.6 Severability: The invalidity or unenforceability of any of the provisions in these Terms shall not adversely affect or impair the validity or enforceability of the remaining provisions of these Terms.

 

11.7 Waiver: In the event of a non-compliance with or breach of these Terms by you, our delay or failure to enforce these Terms shall not constitute a waiver of these Terms, and such delay or failure shall not affect or prejudice our rights later to enforce these Terms. We would still be entitled to exercise our rights and remedies in any other situation where you breach or fail to comply with these Terms.

 

11.8 Rights of Third Parties: A person or entity who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore or other similar laws to enforce any of these terms, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause 11.8 shall affect the rights of any permitted assignee or transferee of these Terms.

 

 

Schedule 1

 

Definitions and Interpretation

 

Definitions. Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms: 

 

A. “Affiliates” in relation to a corporation, means the holding company of that corporation, a subsidiary of that corporation, a subsidiary of the holding company of that corporation, or an associated company of that corporation. 

 

B. “Device” means a computer, laptop, mobile phone, smartphone, tablet, phablet, kiosk or other device from which the Platform can be accessed and used.

 

C. “Intellectual Property Rights” means all copyright, patents, utility innovations, trade marks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.  

 

D. “Loss(es)” means all losses, liabilities, settlement sums, costs (including, without limitation, legal costs and costs of other professionals), penalties, fines, charges, expenses, actions, proceedings, claims and demands, whether foreseeable or not.

 

E. “Materials” means, collectively, all content, data, information, functionalities, services or materials displayed, provided or made available on the Platform, including but not limited to text, software, code, scripts, webpages, music, sound, photographs, video, graphics, graphical user interface, forms, diagrams or other material contained in the Platform.  

 

F. “Personal Data” means any data about you from which you can be identified, either (a) from that data; or (b) from that data and other information to which we have or are likely to have access, including data in our records as may be updated from time to time. 

 

G. “Personalised Stories” means any digital content obtained through the Platform such as books and other content.

 

H. “Third Party” means a legal entity, company or person(s) that is not a party to these Terms.

 

I. "Trade marks” means the trade marks, service marks, trade names and logos used and displayed on the Platform.

 

J. “User” means any party with access to the Platform.

 

Interpretation. In these Terms: (i) whenever the words “include”, “includes” or “including” are used in these Terms, they will be deemed to be followed by the words “without limitation”; (ii) references to Clauses, Paragraphs and Schedules (unless otherwise stated) will be to such clauses, paragraphs and schedules of these Terms; (iii) words importing the singular only shall also include the plural and vice versa where the context requires and references to persons include bodies incorporate or unincorporated, including partnerships and their successors and assigns; (iv) unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months; (v) clause, paragraph and/or schedule headings are inserted for convenience only and shall not affect the interpretation of these Terms; and (vi) references to a statute, law, by-law, regulation, rule, directive, delegated legislation or order also refers to the same as amended, modified or replaced from time and to any by-law, regulation, rule, directive, delegated legislation or order made thereunder.

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