EULA (END USER LICENSE AGREEMENT)

Please read this End-User License Agreement (“EULA”) carefully before clicking the “I Agree” button and before using the SELLONLINE Application and Services (“SOL App”).  By clicking the “I Agree” button or using the Application, you (“Licensee”) are agreeing to be bound by the terms and conditions set forth in this EULA.

If you do not agree to the terms of this EULA, do not click on the “I Agree” button and do not use the Application.

General

a. This EULA is between you and Potius Pte Ltd., (“Company”) and represents the Terms of Use (“Terms”).

b. The Company’s services comprise a Managed, Hosted Storefront accessible from native or web-based browsers (Safari, Google Chrome, Firefox etc.) as a paid-for service for site construction and monthly charge relating to Managed, hosting costs.

c.  You agree that your use of the SOL App is subject to these terms.

d.  Receipt of any of the Company’s services under these Terms, including for the avoidance of doubt any other agreement between you and the Company will constitute evidence that you have read, understood, and agreed to be bound by these Terms.

e.  The Company reserves the right to amend, vary, modify and/or replace these Terms or any part thereof, at any time, and from time-to-time, and such amendment, variation, modification and/or replacement shall be effective immediately upon posting to the Company’s website. Your continued use of the SOL App shall be your acceptance of any amendments to these Terms.

Users

Users below the age of eighteen (18) years of age must not use the SOL App without parental or guardian consent. If you are under the age of eighteen (18) years of age at the time of using the SOL App, you warrant through your continued use of the SOL App that you have obtained your parent’s or legal guardian’s consent to using the SOL App.

Grant of License

The Company grants you a revocable, non-exclusive, non-transferable, limited license to use the SOL App in accordance with the terms of this EULA.

Using the SOL App

a.  You agree to provide the SOL App with contextual data (graphics and textual content) for the construction of the website and for continued use thereof or agree in writing to authorise the Company to provide contextual data on your behalf.

b.  The SOL App may require permissions to use various services and features some services such as payment gateways to function correctly, including but not limited to:

1. 1. Its IP address.
   2. GPS location.
   3. Personal information supplied by an end-user of the SOL App provided.

c.  Failure to grant the SOL App permission to use the services required for it to function correctly may result in you not being able to use the SOL App correctly.

d.  The Company may limit or restrict access to the SOL App from time-to-time in its discretion with or without notice to you.

e.  You agree to use the SOL App solely for the purposes as permitted under these Terms and any applicable law or regulations.

f.  You agree not to, and you will not permit others to license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the SOL App.

g.  You agree that you will not use the SOL App to:

1. 1. Plan or engage in any conduct that is potentially fraudulent, illegal, threatening, abusive or is deemed unreasonable by the Company in its discretion;
   2. Engage in any copyright infringement or other intellectual property infringement, or disclose any trade secret or confidential information in violation of a confidentiality, employment, or non-disclosure agreement or otherwise;
   3. Use or commercialise any content from the SOL App except as permitted by these Terms, by law and with the prior written consent of the Company;
   4. Transmit any unsolicited advertising, promotional material, or other forms of solicitation in connection with your use of the SOL App without the prior written consent of the Company;
   5. Access (or attempt to access) any part of the SOL App by any means other than through the interface provided by the Company;
   6. Engage in any activity which disrupts or interferes with the SOL App or the servers and networks that host the SOL App;
   7. Interfere with or disrupt the SOL App (including accessing the SOL App through any automated means, like scripts or web crawlers), or any servers or networks connected to SOL App, or breach any policies, requirements or regulations of networks connected to the SOL App (including gaining unauthorised access to, use or monitoring of data or traffic); or
   8. Manipulate the SOL App by using a script or other automated process.

h. You acknowledge that you must exercise caution and maintain an awareness of your surroundings when using the SOL App, as hazards may exist in your immediate environment that may not be detectable via the SOL App.

Equipment

a.  You must possess a compatible device and have internet access in order to use the SOL App.

b.  The Company does not guarantee that the SOL App will function on any particular device or browser platform.

c.  The SOL App may also be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

d.  The Company accepts no responsibility if you cannot use the SOL App due to:

1. 1. Environmental conditions;
   2. Your failure to provide the SOL App with access to the various services and features of your mobile device required for the SOL App to operate correctly;
   3. Your incorrect operation; or
   4. Network failure.

e.  For the avoidance of doubt, you acknowledge that the SOL App will only allow you to access and use the SOL App when the SOL App is:

1. 1. Correctly operated by you and your end-users;
   2. Has access to all necessary network services; and
   3. Your account is fully paid-up.

Limitations of Use

a.  You understand and acknowledge that while the Company will use reasonable endeavours to provide the SOL App to you, you acknowledge that it may not be continuous or fault-free and may not be available at all times.

b.  Events which are outside of the Company’s reasonable control may also affect the SOL App.

c.  The SOL App may contain bugs, errors or inaccuracies that could cause failures, corruption, or loss of data and/or information from your device and from peripherals (including without limitation, servers, computers, tablets, and smart phones) connected to your device.

d.  You assume all risks and costs associated with your use of the SOL App and any internet access fees, including all data and roaming charges. In addition, the Company is not obliged to, and may not provide you with any maintenance, technical or other support for the SOL App outside of a fully paid support service as part of your ongoing charges.

e.  You agree that the Company reserves the right to modify, suspend or stop the SOL App (or any part of the SOL App), either temporarily or permanently, at any time or from time-to- time, with or without prior notice to you. You agree that the Company shall not be liable to you or any third party for any modification, suspension, or cessation of the SOL App, whether caused by the Company or any other third party. You acknowledge that the Company has no express or implied obligation to provide, or continue to provide, the SOL App, or any part of the SOL App, to you now or in the future and, in addition, the Company may at any time, upon prior notice as required by applicable law, institute reasonable charges and/or fees for the SOL App.

f.  You acknowledge that:

1. 1. Any third party who provides content through the SOL App may modify, suspend, or stop the SOL App (or any Content provided on the SOL App) or restrict your access to the SOL App or Content provided on the SOL App at any time or from time-to- time; and
   2. That the Company is not responsible for any such modification, suspension or cessation.

Risk

You understand and acknowledge that your use of the SOL App and any of the information, materials, products, or Content provided via the SOL App is entirely at your own risk, and that, by using the SOL App, you may be exposed to content that may be offensive, indecent, or objectionable.

Third Parties

a.  In these Terms, “Content” means any information that may be generated, encountered, cached, downloaded, or streamed through use of the SOL App, including any digital content, video, software, graphics, photographs, images, sounds, comments, correspondence, messages and other like materials.

b.  You acknowledge that the SOL App is dependent on third-party services, including but not limited to:

1. 1. Banks, credit card providers and merchant gateway providers;
   2. Telecommunication services;
   3. Hosting services;
   4. Email services;
   5. Content providers; and
   6. Analytics services.

c.  You understand that certain components or features of the SOL App may include services, products and/or Content from third parties (“Third-Party Products”). You acknowledge and agree that the Company:

1. 1. Is not responsible for the availability of such Third-Party Products;
   2. Does not endorse or warrant the accuracy of any such Third-Party Products; and
   3. Shall in no way be liable for any loss or damage you incur or suffer, or allege to have incurred or suffered, either directly or indirectly, as a result of your use and/or reliance upon any such Third-Party Products.

d.  Content provided through SOL App, including without limitation Graphics and Textual Content is the sole responsibility of the person or entity that provided the content for the purposes of the SOL App. You acknowledge and agree that, to the extent permitted by law, the Company is not liable for any Content, including but not limited to any errors or omissions in any such Content, or for any loss or damage suffered or incurred by you as a result of your use of any Content accessed via the SOL App.

e.  If you upload or provide any Content to the SOL App in the course of accessing or using the SOL App, you agree that such Content will be available to the Company to use (or remove or alter) in any manner it thinks fit, subject to the applicable provisions of any relevant legislation including, without limitation, privacy legislation.

f.  The SOL App and any services or Content provided through the SOL App may contain links to other websites or apps. Those links are provided for convenience only and may not remain current or be maintained. The Company is not responsible for the Content or privacy practices associated with third-party service providers, websites or apps.

g.  Requests for or provision of Content may be requested to you by third parties. These third parties may impose additional rules on your use of the Content. You acknowledge and agree that you will comply with any additional rules imposed by a third-party and that you understand that the Company is not responsible for these rules.

h.  The Company shall not be responsible for any Content made available to you by a third party.

Privacy Policy

The Company maintains a privacy policy in compliance with the provisions of the Republic of Singapore Personal Data Protection Act 2012 (https://sso.agc.gov.sg/Act/PDPA2012).

a.  For data that it collects about you and other users (“Privacy Policy”).

b.  By using the SOL App:

1. 1. You consent and agree to the collection, processing and use of personal data about you and information about your use of the SOL App in accordance with the Privacy Policy, which incorporates into, and forms an integral part of these Terms; and
   2. You acknowledge that you accept and agree to be bound by these Terms and the terms of the Company’s Privacy Policy.

c.  You acknowledge that you have read and understood the Company’s Privacy Policy and agree that all information and data collected by the Company in connection with the SOL App, any future service of the Company, and these Terms are subject to the Privacy Policy which can be viewed at https://sellonline.asia/index.php/privacy-policy/.

Location Data

By using the SOL App, you agree that, where required, the Company may transmit, collect, maintain, process, and use your location data, and share your location data with third parties in order to provide you with the SOL App experience. The availability and accuracy of location information is subject to limitations arising due to the availability of signals, the particular device used, location and geography. GPS signals may also be blocked in certain areas. The Company assumes no responsibility for provide Content based on location data interruption, network or other electronic communication issues arising.

Intellectual Property

a.  You acknowledge and agree that the Company and/or its licensors own all legal right, title, and interest in the SOL App, including any and all intellectual property rights that exists therein, whether registered or not, and wherever in the world they may exist. You further agree that the SOL App contains proprietary and confidential information that is protected by applicable intellectual property and other laws.

b.  You understand that the Company has granted you a limited, non-exclusive, non- transferable, revocable license, solely for your own use of the SOL App to access and use:

1. 1. The SOL App solely on your device; and
   2. Any Content, information and related materials that may be made available through the SOL App.

c.  The Company may use software and other proprietary systems and intellectual property for which the Company has appropriate authority to use, and you agree that such software, proprietary systems and intellectual property is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. You warrant that you will not infringe on any third-party’s intellectual property rights through your use of the SOL App.

d.  You agree that you do not have the right to assign, transfer or sub-license any rights given to you pursuant to these Terms.

e.  You further agree that you must not (and must not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, grant a security interest in or otherwise transfer any right in the SOL App.

f.  All intellectual property rights in the SOL App and any Content provided by the Company are the property of the Company. All intellectual property rights that subsist in the SOL App or any Content available on the SOL App that are provided by a licensor are the property of, and are reserved to, third party licensors.

g.  Any trademarks, intellectual property or the like used on the SOL App which belong to a third party remain the property of that party.

Disclaimer and Limitation of Liability

a. To the extent permitted by law, you understand and agree that the Company will not be liable for:

1. 1. Any incidental, consequential or indirect damages, personal injury, death, damage to property, or loss arising out of these Terms, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the liable party knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type;
   2. Any disruptions to the SOL App and that the Company does not guarantee or warrant that the SOL App will run uninterrupted, at good speed, be secure or without errors from time-to-time; and
   3. Any corruption or damage to your computer system, tablet, mobile phone, mobile handset, or other device that occur in connection with your use of the SOL App.  You understand that it is your sole responsibility to ensure that any links or the like which you select to use from the SOL App are free from viruses or any other items which may interfere with, corrupt or damage or affect the operation of your computer system, tablet, mobile or other device.

b. To the maximum extent permitted by law:

1. 1. All conditions, warranties and other provisions which might otherwise have been implied into these Terms are expressly excluded;
   2. The Company’s liabilities for breach of any implied warranty or condition that cannot be excluded is restricted to the financial amount actually paid by Licensee to SOL Solutions Pty Ltd. for the Application during its renewable cycle i.e., limited to one (1) month fee; and
   3. You will at all times indemnify, and keep indemnified, the Company, its directors, officers, employees, agents and related companies and bodies corporate from and against any loss (including legal costs on a full-indemnity basis) or any liability incurred or suffered by you or by the Company arising from any claim, demand, suit, action or proceeding by any person against yourself and/or the Company where such liability arose out of, in connection with and/or through your use of the SOL App, and/or your conduct or breach of these Terms.

Termination

a.  You may stop using the SOL App at any time.

b.  The Company may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your access to the SOL App at its sole discretion. Cause for such termination may include, but not limited to:

1. 1. Violation of these Terms, or any other policies or guidelines that are referenced in these Terms and/or posted by the Company on its website or the SOL App;
   2. Discontinuance or material modification to the SOL App or any part of the SOL App;
   3. A request and/or order from law enforcement, a judicial body or other government agency;
   4. Where provisions or the SOL App to you is or may become unlawful or otherwise unauthorised;
   5. Unpaid fees for service provided;
   6. Unexpected technical or security issues or problems;
   7. Your participation in fraudulent, illegal or offensive activities; or
   8. Failure to make outstanding payment for services.

c. Any termination or suspension by the Company will be made in its sole discretion, and the Company will not be responsible to you or any third party for any loss or damage that may result or arise out of such termination or suspension of your access to the SOL App.

Fees

a.  You shall pay an agreed Site Build Fee for the construction of a Website (Storefront) inclusive of the build to the maximum number of Pages as published on the Company website (https://sellonline.asia). The Service is provided on condition:

1. 1. You agree to provide appropriate Textual and Graphical Content within thirty (30) days of Order Submission;
   2. You agree to provide Content ahead of build commencement or agree in writing for the Company to provide Content with explicit indication of which Content to provide on your behalf;
   3. All Content provided by you is legally owned and/or that you have the appropriate License agreement in place for usage thereof; you further warrant that Company shall not be liable for any breach of copyright or legal action pursuant to the supply of any Content that infringes a 3rd party copyright;
   4. A formal Order Notice is signed, and payment made ahead of commencement of the Company services;
   5. In event of termination following Order Placement and ahead of Site delivery, in event Site Build Services has commenced the Site Build Fee is forefeit else an Administration charge of US$100.00 shall apply

b.  Your continued use of the SOL App is based on a recurring Monthly Charge to cover the Managed, Hosted solution and:

1. 1. You agree to pay the Monthly Fee agreed on the first (1st) day of each Calendar Month;
   2. Payment shall be made using the then available Payment Gateway provided via a legally owned and valid Credit-Card with permission of the Card Holder for use thereof for payment;
   3. SellOnLine shall not be liable for any misuse of a Credit-Card used for Payment.

c. Additional charges may be incurred where a site has excess traffic and/or support needs. The Company shall provide a thirty (30) day notification of excess usage to the designated contact person and designated means of communication to raise attention to the excess notice. You shall have due time to address the excess usage or reach mutual agreement for additional charges that may include but not limited to:

1. 1. For larger users, moving your SOL App to a dedicated Server;
   2. Upgrading your monthly Plan and Fee; and
   3. Additional charges for excess Support needs.

Entire Agreement

These Terms constitute the full terms and conditions agreed to between you and the Company and supersede any prior arrangements. You agree and acknowledge that in accepting these Terms you have not done so in reliance upon any oral or written representation made by the Company with the exception of those contained or referenced in these Terms.

Relationship

Nothing in these Terms creates a partnership, employment or agency relationship between you and the Company.

Assignment

These Terms and any rights, obligations and licenses contained hereunder, may not be transferred, assigned or novated by you, but may be transferred, assigned or novated by the Company without consent.

Electronic Communication

The Company will send you notices and other correspondence in accordance with the contact details that you provide to the Company.  It is your responsibility to update your contact details as and when they change.

Waiver

No clause of these Terms will be deemed to have been waived and no breach excused unless such waiver or consent is provided in writing. Any failure or delay by the Company to exercise a power or right under these Terms does not operate as a waiver of that power or right, and the exercise of a power or right by the Company does not preclude the Company’s future ability to exercise that or any other power or right under these Terms.

Governing Law

These Terms are governed by and must be construed in accordance with the laws of The Republic of SIngapore. Each party hereby submits to the non-exclusive jurisdiction of the courts of that state in respect of all matters or things arising in relation to these Terms.

Force Majeure

You agree that the Company will not be held liable for any delay in fulfilling its obligations under these Terms if such a delay is caused by an act of God, act of terrorism, revolution, civil unrest, industrial or legal action, fire, flood, storm, war, disaster, plague or epidemic, delay in transportation, internet or wireless connectivity, or telecommunication availability, delay by any third party, or any other cause outside of the Company’s control.

Severability

If any provision of these Terms offends any law applicable to it, as a consequence, illegal, invalid or unenforceable then:

1. 1. Where the offending provision can be read down so as to give it a valid and enforceable operation of a potential nature, it must be read down to the extent necessary to achieve the result; and
   2. In any other case, the offending provision must be severed from these Terms in which event the remaining provisions of the Terms operate as if the severed provision had not been included.

This constitutes the Full Agreement between the Parties.