Sunday, 27 April 2008 11:01

TERMS AND CONDITIONS

This internet web site agreement (the “Agreement”) is between you and Tong Seng Produce Pte Ltd (“the Company”) with its registered office at 33 Senoko South Road Singapore 758085. Use of this Web Site (“this Web Site”) and any services offered on this Web Site signifies your agreement to the terms and conditions of use set forth below in the Agreement.

1. ACCEPTANCE OF TERMS AND CONDITIONS

1.1 You acknowledge that you have read the terms and conditions of use and that you accept the terms thereof. You agree to read these terms and conditions of use carefully before using this Web Site. If you do not agree to these terms and conditions of use, you may not access or otherwise use this Web Site.

2. VARIATION OF THE AGREEMENT

2.1 The Company reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on this Web Site.

3. TRADEMARKS

3.1 The Company is the owner of the trademark . The trademark may only be used or reproduced with prior written consent from the Company, and may not be used in connection with any product or service that is not the Company’s in any manner that is likely to cause confusion among consumers or in any manner that disparages or discredits the Company. All other trademarks and service marks that appear on this Web Site are the property of their respective owners, who may or may not be affiliated with or connected to the Company.

4. COPYRIGHT

4.1 This Web Site is protected by copyright as a collective work and/or compilation, pursuant to international copyright laws and international conventions and is the exclusive property of the Company. The contents of this Web Site are only for your personal, non-commercial, internal use. All materials contained on this Web Site (such as text, graphics, logos, buttons, icons, images, audio clips, digital downloads, data compilations and software) (“Content”) are protected by copyright, and are owned or controlled by the Company or the party credited as the provider of the Content. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content on this Web Site.

4.2 The Company grants you a limited, revocable (at the sole discretion of the Company), non-exclusive, non-transferable, personal licence to access and view, download the Content and make one (1) copy for personal, non-commercial use of viewing, reading and retaining for reference only, provided that you preserve and acknowledge all copyright and other notices contained in such Content. Copying or storing of any Content for other than personal, non-commercial use (whether in electronic or hard-copy form) is expressly prohibited without the prior written permission from the Company or the copyright holder identified in any copyright notice appearing on the Content.

4.3 The aforesaid licence shall in no way whatsoever operate as a transfer of title and does not include the following :

1. any resale or commercial use of this Web Site or its Contents;
2. any collection or compilation and use of the Contents or any part thereof;
3. any downloading or copying of the Contents or any part thereof for the benefit of any commercial purpose;
4. any use of data mining, robots or similar data gathering and extraction tools.

5. SOFTWARE

5.1 All software used on or in connection with this Web Site (“the Software”) is the property of the Company or its software suppliers and protected by copyright laws. The Company grants you a limited, revocable (at the sole discretion of the Company), non-exclusive, non-transferable, personal licence to use the Software on a single computer, provided that you do not (and do not allow any third party to) copy, modify, adapt, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicence or grant a security interest in or otherwise transfer any right in the Software. For the avoidance of doubt, this licence shall not operate as any transfer of title.

6. NO EXPLOITATION FOR COMMERCIAL PURPOSE

6.1 This Web Site or any part thereof may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose.

7. FRAMING

7.1 You may not frame or utilize framing techniques to enclose any part of the Content and/or any trademark, logo or any other proprietary information (including images, text, page layout or form) of the Company.

8. META TAGS

8.1 You may not use any meta tags or any other “hidden text” utilizing the Company’s name, the domain name of this Web Site or trademarks or logos of the Company.

9. HYPERLINKS

9.1 You are granted a limited non-transferable, personal, revocable (at the sole discretion of Company) and non-exclusive right to create a hyperlink to the home page of this Web Site so long as the link does not portray Company or this Web Site in a false, misleading, derogatory or otherwise offensive matter. You may not use any Company trademark or logo or other proprietary graphic or trademark as part of the link without the prior written consent of Company.

10. MODIFICATIONS TO USE OF THIS WEB SITE

10.1 The Company may, in its sole discretion at without being required to give any notice, change, suspend or discontinue any aspect of this Web Site at any time, including the availability of any Web Site feature, database, or Content. The Company may also impose limits on certain features and services or restrict your access to parts or all of this Web Site without notice or liability.

11. REPRESENTATIONS AND WARRANTIES

11.1 You hereby represent, warrant and covenant that you shall not upload, post or transmit to or distribute or otherwise publish through this Web Site any materials which :-

1. may restrict or inhibit any other user from using and enjoying this Web Site,
2. are unlawful, threatening, harmful, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, threatening, sexually explicit or indecent,
3. may constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law,
4. may violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right in any jurisdiction,
5. may contain any viruses, trojan horses, worms, time bombs or other harmful component designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or any data or information contained therein,
6. may contain any information, software or other material of a commercial nature,
7. may contain advertising of any kind,
8. may constitute or contain false or misleading indications of origin or statements of fact,
9. may interfere with or disrupt the operation and functionality of this Web Site or servers or networks connected to this Web Site,
10. may constitute unsolicited or unauthorized advertising, promotional material, “junk mail”, “spam”, “chain letter”, “pyramid schemes” or any other form of solicitation except in those areas on this Web Site that are designated for such purpose,
11. “stalk” or otherwise harass another,
12. collect or store personal data about other users, or
13. may constitute information, the publication, dissemination, distribution or disclosure of which may violate or contravene or be prohibited by the provisions of the Official Secrets Act (Cap 213), Singapore.

12. INDEMNITY

12.1 You hereby agree to indemnify, defend and hold the Company, and all its officers, directors, owners, agents, employees, content and information providers, affiliates, partners, licensors and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any information or Content which you submit, post or transmit or make available on this Web Site, your use of this Web Site, any breach by you of the Agreement or the foregoing representations, warranties and covenants, including, without limitation, attorney fees and costs on a full indemnity basis. You shall cooperate as fully as reasonably required by the Company in the defense of any claim. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you and you shall not in any event settle any matter without the prior written consent of the Company.

13. LINKS TO OTHER SITES

13.1 This Web Site contains links and pointers to other related World Wide Web Internet sites, resources, and sponsors of this Web Site. Links to and from this Web Site to other third party sites are maintained by third parties over whom the Company has no control. Accordingly, you hereby agree and acknowledge that such links do not constitute an endorsement by the Company or any of its subsidiaries or affiliates of any third party resources, or their contents. As the Company has no control over such third party sites or resources, you acknowledge and agree that the Company is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising products or other materials on or available from such sites or resources. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such content, goods or services available on or through any such site or resource.

14. DEALINGS WITH ADVERTISERS AND MERCHANTS

14.1 Your correspondence or business and other dealings with any merchant, advertiser, sponsor or any other third party found on this Web Site (including payment and delivery of related goods and services, and any other terms, conditions, warranties or representation associated with such dealings) are solely between you and such advertiser, sponsor, merchant or third party. You agree that the Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers, sponsors, merchants or third parties on this Web Site, and you agree to release the Company from all liability or responsibility for the same. You further agree to indemnify and keep indemnified the Company against all loss, damage, cost and expense that the Company may suffer as a result of any claims made against the Company by such advertisers, sponsors, merchants or third parties arising out of or in connection with any dealing you may have with the said parties.

15. ACCURACY OF CONTENT

15.1 The Company does not in any way whatsoever warrant, represent or endorse the accuracy or reliability of any Content displayed or distributed through this Web Site including but not limited to any advice, opinion, statement, or other information. You acknowledge that any reliance upon any such Content shall be at your sole risk. The Company reserves the right, in its sole discretion, to correct any errors or omissions in any portion of this Web Site.

15.2 The Company does not and cannot review all materials posted to this Web Site by users, and the Company is not responsible for any such materials posted by users. However, the Company shall have the right (but not the obligation) to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, move, refuse to post or to remove any information or materials, in whole or in part, that in the Company’s sole discretion are objectionable or in violation of the Agreement or any law. In this regard, you acknowledge and agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness or usefulness of such Content.

16. DISCLAIMER

16.1 This Web Site, including all content, software, functions, services, materials and information made available on or accessed through this Web Site, is provided on a “as is” basis. To the fullest extent permissible by law, the Company makes no representation or warranties of any kind whatsoever for the software, Content on this Web Site or the materials, information, and functions made accessible by the software used on or accessed through this Web Site, for any products or services or hypertext links to third parties or for any breach of security associated with the transmission of sensitive information through this Web Site or any linked site.

16.2 Further, to the fullest extent permissible by applicable law, the Company disclaims any express or implied warranties, including, without limitation, non-infringement of third-party rights, merchantability or fitness for a particular purpose. The Company does not warrant or represent that the accessibility of this Web Site, the software available on this Web Site, the functions or services contained in this Web Site or any materials or Content contained therein will be uninterrupted or error free, that defects will be corrected, or that this Web Site or the server that makes it available is free of viruses or other harmful components. The Company shall not be liable for the use of this Web Site, including, without limitation, the Content and any errors contained therein.

16.3 You acknowledge and agree that your use of this Web Site and all Contents, software, functions, services, materials and information made available on or accessed through this Web Site, are at your sole risk. In no event shall the Company be liable to you or any party for any damages, claims, expenses or losses of any kind (whether direct, indirect, incidental, punitive, exemplary and/or consequential) arising from or in connection with any use of and/or reliance on the accuracy, availability, currency, title, non-infringement, quality, reliability, suitability and/or completeness of the software, functions, services, materials and information or Contents of this Web Site or any part thereof.

16.4 Some jurisdictions do not permit the exclusion of certain warranties or the exclusion or limitation of liability for incidental or consequential damages and accordingly, some of the above limitations may not apply to you. In such jurisdictions, the Company’s liability is limited to the greatest extent permissible by applicable law.

17. USE OF INFORMATION RECEIVED FROM YOU

17.1 By submitting data or information, posting messages, uploading files, inputting data or Content or engaging in any other form of communication (individually or collectively “Communications”) to this Web Site, you hereby grant to the Company a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform and display, reproduce, transmit, modify, edit and otherwise exploit such Communications, in all media now known or hereafter developed. You represent and warrant that you own or otherwise control all of the rights to the Communications that you post; that the Communications are accurate, that use of the Communications do not violate the Agreement and will not cause injury to any person or entity, and that you will indemnify and keep indemnified the Company, all its officers, directors, owners, agents, employees, content and information providers, affiliates, partners, licensors and licensees against any claims resulting from the Communications you supply. The Company has the right but not the obligation to monitor and edit or remove any Communications in its sole discretion. The Company shall in no way whatsoever be responsible or liable for any Communications posted by you or any third party. You hereby waive all rights to any claim against the Company for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications. In the event Communications submitted or posted by you are found to be inaccurate, in addition and without prejudice to all other rights and remedies as the Company may have under this Agreement and/or applicable law, the Company shall have the right to terminate your use of any services at this Web Site in respect of which you submitted or posted such Communications.

17.2 Company may monitor your use of this Web Site, and may freely use and disclose any information and materials received from you or collected through your use of this Web Site for any lawful reason or purpose.

17.3 You acknowledge that transmission to and from this Web Site are not confidential and your Communications may be read or intercepted by others. The Company makes no representation, warranty or assurance that your Communications will be treated as confidential or proprietary. You acknowledge and agree that by submitting Communications to the Company, no confidential, fiduciary, contractually implied or other relationship is created between you and Company other than pursuant to the Agreement.

17.4 Please also review the Company’s Privacy Policy, which also governs your use of the Web Site.

18. HEADINGS

18.1 Headings contained in the Agreement are for reference purposes only and should not be incorporated into the Agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.

19. SEVERABILITY

19.1 If any provision is declared invalid by any tribunal or competent authority, then such provision shall be deemed automatically adjusted to conform to the requirements for validity as declared at such time and as so adjusted, shall be deemed a provision of the Agreement as though originally included. If the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted upon the Agreement as though the provision had never been included, in either case, the remaining provisions of the Agreement shall remain in full force and effect.

20. LANGUAGE OF THE AGREEMENT

20.1 The text of the Agreement herein written in the English language is the authentic text and any difficulties and uncertainties in interpretation arising shall be solved by reference to this text and it shall prevail over any translation made hereof.

21. WAIVER

21.1 The failure of the Company to enforce at any time any of the provisions of the Agreement or to require at any time your performance of any of such provisions, shall in no way affect the validity of the Agreement or the right of the Company thereafter to enforce each and every provision.

21.2 No waiver of any default hereunder by the Company or any failure to enforce any right hereunder shall be deemed to constitute a waiver of any subsequent default with respect to the same or any other provisions hereof.

22. VARIATION OF AGREEMENT

22.1 Subject always to Clause 2, no variation of the terms of the Agreement shall apply.

23. ENTIRETY OF AGREEMENT

23.1 This Agreement constitutes the entire agreement between Company and you with respect to your use of this Web Site.

24. ARBITRATION AND PROPER LAW

24.1 The construction, validity and performance of the Agreement shall be governed by and construed in accordance with the laws of Singapore and the parties submit to the non-exclusive jurisdiction of the Singapore courts.

24.2 Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore 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 into this Agreement. The law of the arbitration shall be the International Arbitration Act Cap 143. The arbitration tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of SIAC. The language of the arbitration shall be English.

25. ASSIGNMENT

25.1 You shall not assign or transfer, or purport to assign or transfer, any of its rights or obligations under the Agreement without the prior written consent of the Company. The Company shall be entitled to assign or transfer its rights, title, benefits, interests, obligations under the Agreement or any part thereof, without requiring your consent.

26. SURVIVABILITY

26.1 Clauses 11, 12, 13, 14, 15, 16 and 17 shall be deemed to survive any termination of the Agreement and shall continue to apply in full force and effect.

27. NO PARTNERSHIP

27.1 Nothing in the Agreement shall create, or be deemed to create a partnership or joint venture between you and the Company.

28. TERMINATION

28.1 You agree that the Company may in its sole discretion terminate the Agreement and all licences and rights granted by the Company to you hereunder, and your access to the Web Site or any part thereof without any prior notice, without being liable therefore to you or any third party.

29. EFFECTIVE DATE

The terms and conditions herein are updated as at 28 May 2008.