TERMS OF SERVICE

1. Introduction to Terms

The person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Eunoia's Webstore Admin Service (“Service”).

If you are signing up for the Service on behalf of your employer or company, your employer or company shall be the Account Owner.

 

If you are signing up for the Service on behalf of your employer or company, then You represent and warrant that You have the authority to bind your employer or company to our Terms of Service.

The Terms of Service shall be governed by and interpreted in accordance with the laws of the Republic of Singapore. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Republic of Singapore with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

 

If any provision of this Terms of Service is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of the Terms of Service will remain in full force and effect.

A violation or breach of any item in the Terms of Service will result in an immediate termination of the Service at the sole discretion of Eunoia. However, Eunoia is not obligated to terminate the Service should any term be violated or breached.

Nothing in this agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between Eunoia and you. Eunoia is not acting as your representative or agent with respect to the Service. The relationship between Eunoia and you is one of independent contractors.

2. Registering and Maintaining Your Account

To access and use Eunoia's Service, you must register for an Eunoia account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Eunoia may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

You will ensure that all information you provide to us via the Eunoia Registration Page (for instance, information provided in connection with your registration for the Services, requests for increased package or usage limits, etc.) is accurate, complete and not misleading.

In the course of using the Eunoia Services, you may like to enable the acceptance of Credit, Debit Cards or any other form of Digital Payments, in such instances, you shall only use payment gateways that support the direct submission of Cardholder Data from the customer’s browser to the payment gateway via a direct http POST, hosted fields or embedded iFrame methods. You may not develop any Modifications to the Software or Services to interface or process Cardholder Data of any kind. You agree to defend, indemnify, and hold harmless Eunoia, its Affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses or damages arising out of or relating to any claim concerning Your breach of this Section. The foregoing obligation shall be governed by the indemnification procedures under Section 5 of the agreement. “Cardholder Data” means “cardholder name, expiration date and/or service code See Sensitive Authentication Data for additional data elements that may be transmitted or processed (but not stored) as part of a payment transaction.”

In the course of using the Eunoia Services, you may like to also accept other form of payment types on your Webstore (Eg. Direct Debit, Bank Transfer, Cash on Delivery). You are solely responsible for protecting all information provided to you (as admin) by anyone using your Webstore. You agree to defend, indemnify, and hold harmless Eunoia, its Affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses or damages arising out of or relating to any claim concerning your breach of this Section.

You acknowledge that Eunoia will use the email address you provide as the primary method for communication.

You are responsible for keeping your password secure. Eunoia cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. If you become aware of any unauthorized use of your Account or password, you agree to notify Eunoia immediately.

You agree not to access (or attempt to access) the administrative interface of the Eunoia Services by any means other than through the interface that is provided by Eunoia in connection with the Service, unless you have been specifically allowed to do so in a separate agreement with Eunoia.

You may use the Eunoia Services to run your Webstore on the Eunoia infrastructure. You may not use the Eunoia Service for the purpose of bringing an intellectual property infringement claim against Eunoia or for the purpose of creating a product or service competitive with the Service.

In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, etc.

Eunoia retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Eunoia reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

3. General Conditions

The Account Owner shall provide Eunoia with accurate, current and complete information on the Account Owner’s legal name, address, email address and phone number and maintain and promptly update this information if it should change.

Customer shall comply with the export and import laws and regulations of the Republic of Singapore and other applicable jurisdictions in using the Service and obtain any permits, licenses and authorizations required for such compliance without limiting the foregoing.

You may not use the Eunoia service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the Republic of Singapore. You will comply with all applicable laws, rules and regulations in your use of the Service.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Eunoia.

Your use of the Services shall not include service bureau use, outsourcing, renting, reselling, sublicensing of a single User login, or time-sharing of the Service.

Except as expressly authorized in the Terms of Service, You shall not and shall not permit any third party to: (a) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services in any manner or form; (b) access or use the Services to circumvent or exceed Your Account limitations or requirements; (c) use Eunoia's Services for the purpose of building a similar or competitive product or service, (d) obtain unauthorized access to Eunoia's Services (including without limitation permitting access to or use of the Services via another system or tool, the primary effect of which is to enable input of requests or transactions by other than authorized Users); (e) use the Services in a manner that is contrary to applicable law or in violation of any third party rights of privacy or intellectual property rights; (f) publish, post, upload or otherwise transmit Customer Content that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or (g) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark the Services with the exception of tools necessary to validate the performance or security of the Customer’s Site(s). Customer shall comply with all applicable local and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation those related to privacy, electronic communications, personal data protection laws and anti-spam legislation.

You agree and acknowledge that Eunoia and the Service will not be used to host other third party software applications that are not directly dependent on or is required to interact with the Software.

4. Eunoia Rights

You hereby grant Eunoia a non-exclusive, worldwide, irrevocable, perpetual, royalty-free right and license to use all Account Owner data that Eunoia may obtain through (a) accessing the Webstore, (b) providing the Service, (c) access to data from third parties regarding Account Owner’s use of Third Party Applications or Third Party Web Services or other Third-Party Content (including analytics data and any unique account identifiers) for the purposes of (i) providing Support Services and other services to the Account Owner; (ii) improving the Eunoia Software and the Services; (iii) performing analyses related to the Eunoia Software and the Account Owner’s use of the Eunoia Software and the Services. The foregoing license includes the right for Eunoia to develop and publish or otherwise make available broadly applicable insights regarding aggregated data but only when the data has been aggregated or de-identified so that such insights cannot reasonably be used to identify End-Users or the Account Owner.

You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Eunoia or Eunoia trademarks and/or variations and misspellings thereof.

Eunoia does not pre-screen Webstore Content and it is in our sole discretion to refuse or remove any Webstore Content that is available via the Service. We may, but have no obligation to, remove Webstore Content and Accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, goes against generally accepted public views or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any Eunoia customer, Eunoia employee, member, or officer will result in immediate Account termination. Eunoia reserves the right to seek legal advice and action at any time after such an event has occurred.

We reserve the right to provide the Service to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Eunoia employees and contractors may also be Eunoia customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.

The failure of Eunoia to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Eunoia and govern your use of the Service, superseding any prior agreements between you and Eunoia (including, but not limited to, any prior versions of the Terms of Service).

We reserve the right to refuse service to anyone for any reason at any time and we reserve the right to modify or terminate the Service for any reason, without notice at any time.

5. Limitation of Liability

The Account Owner is responsible for all activities conducted under its End User logins and for its End Users’ compliance with this Agreement. Your use of the Service shall not include service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single Account login, or time-sharing of the Service. Except as expressly authorized by Eunoia, you shall not and shall not permit any third party to: (a) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify Eunoia's Services in any manner or form; (b) access or use Eunoia's Services to circumvent or exceed Service limitations or requirements; (c) use Eunoia's Services for the purpose of building a similar or competitive product or service, (d) obtain unauthorized access to the Services (including without limitation permitting access to or use of the Services via another system or tool, the primary effect of which is to enable input of requests or transactions by other than authorized End Users); (e) use Eunoia's Services in a manner that is contrary to applicable law or in violation of any third party rights of privacy or intellectual property rights; (f) publish, post, upload or otherwise transmit Customer Content that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or (g) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark the Services with the exception of tools necessary to validate the performance or security of the Your Webstore.

You are solely responsible for any of the terms and conditions of any transactions involving the purchase or sale of goods and services on your Webstore, including but not limited to, terms regarding payment, returns, warranties, shipping, handling, transportation, storage, liability, insurance fees, applicable taxes, title and licenses, all of which must be in accordance with applicable law. You agree and acknowledge that any documentation templates provided by Eunoia, including but not limited to, terms and conditions, privacy policy, terms of use are all solely for reference purposes only.

You agree that under no circumstances shall Eunoia, its affiliates, subsidiaries, directors, officers and employees (collectively “Indemnified Person(s)“) be liable for any direct, indirect, incidental, special, consequential, exemplary or other losses or damages whatsoever, including, without limitation losses or damages that result from any transaction involving Eunoia's Services or any resulting contractual relationship between yourself and a seller or purchaser or any third party. These limitations shall apply even if Eunoia has been advised of the possibility of such losses or damages, and Eunoia's aggregate liability under this agreement for any claim is limited to the aggregate amount paid by you as monthly fees for the service during preceding three month period.

6. Webstore Content

You will provide information on other materials related to your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Terms. We may access and monitor your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring. You will reasonably cooperate with us to identify the source of any problem with Eunoia's Services that we reasonably believe may be attributable to your Content or Modifications, or any End User materials that you control.

You retain ownership of the overall Webstore Content that you upload to Eunoia Services. We do not claim any intellectual property rights over the Content you provide to the Eunoia service. You can remove your Eunoia Webstore at any time by deleting your Account with us, subject to on the Termination of Service. You are responsible for protecting your intellectual property rights, as appropriate.

By uploading Content on your Webstore, you agree: (a) to allow other internet users to view the Webstore Content; (b) to allow Eunoia to display and store the Content from your Webstore; and (c) that Eunoia can, at any time, review all the Content submitted by you to our Service. You are responsible for compliance of the Content on your Webstore with any applicable laws or regulations.

We will not disclose your confidential information to third parties, except as required in the course of providing our services or for internal reporting purposes. Confidential information includes any materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.

You agree that you are solely responsible for the accuracy, completeness, and timeliness of Your Webstore Content, and the Content of the Site(s) and for any decision made or action taken by You, any End User, or any Third Party in reliance upon any Content on your Webstore. You agree and acknowledge that Eunoia's sole obligation in this regard is to accurately reproduce such Content on Your instruction as provided in this Agreement.

You are responsible for all activity and content such as data, graphics, photos, videos and links that is uploaded under your Eunoia Account. You must not transmit any worms or viruses or any code of a destructive nature.

You acknowledge and understand that, notwithstanding the Location designations specified by Customer, the Content on your Webstore could be hosted, transferred or stored outside Singapore through Third-Party Applications or Third-Party Web Services. It is the Customer’s responsibility to negotiate any cross-border data transfer restrictions with such third parties.

You may choose to or we may invite you to submit Comments or Ideas about the Eunoia Services, including without limitation about how to improve the Eunoia Services or our products (“Ideas”). By submitting any Comment or Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Eunoia under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

7. End Users of Webstore

The Account Owner is responsible for all activities conducted under its End User (Buyers and Seller accounts on their Webstore) logins and for its End Users’ compliance with this Agreement.

As the operator of the Webstore You are responsible for ensuring that the personal data relating to the users of the Webstore is collected and processed in accordance with applicable laws. If the Personal Data Protection Act “PDPA” is applicable to the collection and processing of such data, you are deemed to be the data controller with respect to such data. Where required under applicable laws, You have to post Privacy Policy or similar document to the Webstore to disclose the details of Your collection and processing of personal data.

You agree that you are solely responsible (Eunoia has no responsibility to you or to any third party) for the Webstore or any content that you create, transmit or display while using the Eunoia Services and for the consequences of your actions (including any loss or damage which Eunoia may suffer) by doing so.

In the event that You become aware of any violation of the Acceptable Use Policy by an End User of Your Webstore, you shall immediately terminate such End user’s account on your Webstore. Eunoia reserves the right to disable Webstores in response to a violation or suspected violation of the Acceptable Use Policy.

You agree that Eunoia has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Webstores and any Content. Eunoia's responsibility is limited with supplying the necessary software and customer service for you to backup your data.

8. Other Content

Eunoia's services may include Google Ads/Google Graphic Display Network, hyperlinks to other web sites or content or resources or email content, Social Media ads (eg. Facebook Network Display). Eunoia may have no control over any web sites or resources which are provided by companies or persons other than Eunoia.

You acknowledge and agree that Eunoia is not responsible for the availability of any such external sites or resources and does not endorse any advertising, products or other materials on or available from such web sites or resources.

You acknowledge and agree that Eunoia is not liable for any loss or damage incurred by you or your Customers as a result of the availability or lack thereof of those external sites or resources, or as a result of any dependence placed on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

 

9. Patches and Updates

From time to time, we may apply upgrades, patches, bug fixes or other maintenance to the Services (“Maintenance”) and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.

 

10. Site Upkeep

 

Based on the observed load on the Production Instance, Eunoia will take reasonable action to maintain the performance of Webstores. You agree that Eunoia can unilaterally decide to increase the server capacity beyond the Baseline Server Configuration. Eunoia will make reasonable efforts to contact you when server capacity increases are required and inform you if extra charges is required for the increase.

 

You will maintain and implement commercially reasonable information and data security guidelines for maintaining security controls as it relates to the Customer Information. At a minimum, your information security guidelines shall include (i) a requirement that Customer shall comply, in all material respects, with applicable Laws, (ii) a plan to assess and manage system failures, (iii) a regular assessment of data security risks, with adjustments made to the data security program to reduce such risks, and (iv) notice and incident response procedures. Customer agrees that Eunoia shall have Access to the Customer’s Account for the purposes of ensuring that Customer has met its security obligations and for monitoring Customer’s compliance with the terms of the Agreement.

 

11. Payments: Fees and Subscription

 

You acknowledge that PayPal and or/ Stripe will be used by as payments gateway(s) to receive fees for the utilization of Eunoia Services. It is your sole responsibility as the Account Owner to activate and maintain these accounts. If you wish to unlink either accounts, it is your responsibility to inform Eunoia. For the avoidance of doubt, PayPal and Stripe are Third Party Services, as defined in Section 12 of the Terms of Service.

 

You will pay the Fees applicable to your subscription to Eunoia's Services (“Subscription Fees”) and any other applicable fees, including but not limited to fees relating to the processing of transactions under your Account (“Transaction Fees”), and any fees relating to your purchase of any products or services such as POS Equipment, shipping, apps, themes, web hosting, domain names or Third Party Services (“Additional Fees”) were available and applicable. Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.

 

You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. Eunoia will charge applicable Fees to the credit card account that you authorize (“Authorized Card”), and Eunoia will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency unless otherwise agreed upon.

 

Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Eunoia's discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will be charged directly from the Account Owner’s Stripe or Paypal account. You agree and acknowledge that Eunoia has the right to terminate its Services to You should the fee be deemed uncollectible, due to but not limited to a Stripe or Paypal account being unlinked, a Stripe or Paypal account being deactivated or otherwise impaired. In the event of a termination as a result of the above, Eunoia is not obligated to transfer any pre-existing data collected within the Eunoia Services back to You.

 

All Fees are exclusive of applicable local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

 

Eunoia reserves the right to make unilateral changes to the Fees charge at any time, without reason or cause required. In such an event, Eunoia will inform you at least 30 days in advance of any such changes by posting the changes to the Eunoia Site (Eunoia.com) or via email to the registered account owner. If there exist a contract between You and Eunoia for a fixed term period at a previously agreed Fee structure, You will not be impacted by the Fee changes until the end of the period unless otherwise agreed separately with You.

You understand that Your Webstore Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks

12. Third Party Services

In addition to these Terms of Service, you also agree to be bound by the additional terms applicable to the Services you purchase from, or that are provided by, Eunoia's Partners or other Third Parties.

Eunoia may, in the course of providing or promoting our Services, recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”). Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services or Eunoia's website is entirely at Your own risk and discretion, and it is Your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them.

Eunoia does not provide any warranties with respect to Third Party Services. You acknowledge that Eunoia has no control over Third Party Services, and shall not be responsible or liable to anyone for such Third Party Services. The availability of Third Party Services on Eunoia's websites, including the Eunoia App Store, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Eunoia.

You agree that if you install or enable a Third Party Service for use with Eunoia's Services, you grant us permission to allow the applicable Third Party Provider to access your data and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Eunoia is not responsible for any disclosure, modification or deletion of your data or Webstore Content, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or Webstore Content.

Google Maps for instance is a Third Party Service that is used within the Services. Your use of the Service is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, as it may be amended by Google from time to time. Under no circumstances shall Eunoia, its affiliates, subsidiaries, directors, officers and employees (collectively “Indemnified Person(s)“) be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any Eunoia Development Partner. These limitations shall apply even if Eunoia has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Eunoia partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

 

13. Termination of Services

Upon termination of the Services by either party for any reason:

  • Eunoia will cease providing You with the Services and You will no longer be able to access Your Account;

  • Unless otherwise provided in the Terms of Service, You will not be entitled to any refunds of any Fees, pro rata or otherwise;

  • Any outstanding balance owed to Eunoia for Your use of Eunoia's Services through the effective date of such termination will immediately become due and payable in full; and Your Webstore will be taken offline.

  • If you purchased a domain name through Eunoia, upon cancellation your domain will no longer be automatically renewed. Following cancellation, it will be your sole responsibility to handle all matters related to Your domain with the domain provider.

  • If you purchased an SSL certificate through Eunoia, upon cancellation your domain will no longer be automatically renewed. Following cancellation, it will be your sole responsibility to handle all matters related to Your SSL with the SSL provider.

If at the date of termination of the Service, there are any outstanding Fees owed by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

Eunoia reserves the right to modify or terminate the Eunoia Service or Your Account for any reason, without notice at any time.

Eunoia reserves the right to charge a monthly interest on any amount outstanding till the final invoice is paid in full.

Eunoia reserves the right at its discretion to take any legal action deem necessary to recover any outstanding payment including interest charged till the date of the action.

Fraud: Without limiting any other remedies, Eunoia may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with Eunoia's Services.

Eunoia reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.

Eunoia shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

 

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