Terms of Service
Last Modified: 21 November 2020
Imagination, Innovation, Ingenuity (also known as i3) is a trade name of HEXA Singapore Pte Ltd. By using any i3 Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).
As used in these Terms of Service, “we”, “us”, “i3”, and “HEXA” means HEXA Singapore Pte Ltd, a corporation formed under the laws of Singapore, with the unique entity number of 201824287C and office located at 237 Alexandra Road #04-11, The Alexcier, Singapore 159929. The parties irrevocably agree that the courts of Singapore are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Terms of Service, and that accordingly, any proceedings arising out of or in connection with the Terms of Service shall be brought in such courts. 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.
1. Account Terms
- Upon confirmation of Services, you must provide your full legal name, current address, phone number, a valid email address and any other identifiable information to i3 for the purposes of account opening. i3 may reject your application for an account, or cancel an existing account, for any reason, in our sole discretion.
- You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an account.
- You acknowledge that i3 will use the email address and phone number you provided as the method for communication with you.
- You are responsible for keeping your password secure. i3 cannot and will not be liable for any losses or damages for your failure to maintain the security of your account.
- You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted, or exhibited on or in connection with your account (“Materials”).
- A violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of i3 may result in an immediate termination of your Services.
2. Account Activation
- The person signing up for the Services will be the contracting party (“i3 Customer”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide in connection with the Services.
- If you are signing up for the Services on behalf of your employer, your employer shall be the i3 Customer. You must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
- Depending on the Services you have signed up for, you may be provided a store admin (“Store Admin”) account for the purposes of managing your i3 Stores. “Store” means the online store or physical retail location(s) associated with the account.
- The Store Admin can create one or more staff accounts (“Staff Accounts”) allowing other people to access and manage the i3 Stores. With Staff Accounts, the Store Admin can set permissions and let other people work in their i3 Stores while determining the level of access by Staff Accounts to specific business information.
- The Store Admin is responsible and liable for the acts, omissions, and defaults arising from the use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Store Admin’s own acts, omissions, or defaults.
- The Store Admin and the users under Staff Accounts are each referred to as a “Store User”.
- You shall register, validate, use, and manage your own third party payment gateway account(s) for the purposes of our Terms of Service.
3. General Conditions
- Technical support in respect of the Services is only provided to i3 Customer.
- These Terms of Service shall be governed by and interpreted in accordance with the laws of Singapore.
- You may not use the Services 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 Singapore. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.
- You agree not to reproduce, duplicate, or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by i3.
- You shall not purchase search engine or other pay per click keywords, or domain names that use i3 or HEXA trademarks and/or variations and misspellings thereof.
- You understand that your Materials (not including credit card information), may be transmitted 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.
- The Services allow you to send certain communications to your customers by short message service (SMS) messaging (the “SMS Services”). You will only use the SMS Services in compliance with these Terms of Service, Twilio Inc.’s Acceptable Use Policy, and the laws of the jurisdiction from which you send messages, and in which your messages are received.
- The Services allow you to send certain communications to your customers by email messaging (the “Email Services”). You will only use the Email Services in compliance with these Terms of Service, Mailgun Technologies, Inc.’s Acceptable Use Policy, and the laws of the jurisdiction from which you send messages, and in which your messages are received.
- You acknowledge and agree that your use of the Services, including information transmitted to or stored by i3, is governed by its PP
- All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns, and legal representatives. i3 shall be permitted to assign these Terms of Service without prior notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without prior written consent from i3, to be given or withheld in i3’s sole discretion.
- If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality, or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal, or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
- Sections 1, 3(2)-(3), 5-7, 11-12, 15-16 will survive the termination or expiration of these Terms of Service.
4. HEXA Rights
- We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction, and we are under no obligation to make any Services or features available in any jurisdiction.
- We reserve the right to refuse service to anyone for any reason at any time.
- We may, but have no obligation to, remove Materials and suspend or terminate accounts if we determine in our sole discretion that the goods or services offered via a Store, or the Materials uploaded or posted to a Store, violate our AUP or these Terms of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any i3 employee, member, or officer will result in immediate account termination. We also reserve the right to pursue legal actions in such occurrences.
- i3 does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.
- We reserve the right to provide our Services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that i3 employees and contractors may also be i3 customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 5) in doing so.
- 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, the last four digits of the credit card on file, your status as an employee of an entity, etc.
- i3 retains the right to determine, in our sole judgment, rightful account ownership and transfer an account to the rightful i3 Customer. If we are unable to reasonably determine the rightful i3 Customer, without prejudice to our rights and remedies, i3 reserves the right to temporarily disable an account until resolution has been determined between the disputing parties.
- “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans, and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. i3’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
- Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 5. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents, and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
6. Limitation of Liability
- You expressly understand and agree that, to the extent permitted by applicable laws, i3 shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, use, data, or other intangible losses resulting from the use of or inability to use the Service.
- To the extent permitted by applicable laws, in no event shall i3 or our suppliers be liable for lost profits or any special, incidental, or consequential damages arising out of or in connection with our site, our Services, or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.
- Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, or implied.
- i3 does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
- i3 does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
- i3 does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
7. Waiver and Severability
The failure of i3 to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service shall remain in full force and effect.
The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and i3 and govern your use of the Services and your account, superseding any prior agreements between you and i3 (including, but not limited to, any prior versions of the Terms of Service).
8. Intellectual Property
- We do not claim any intellectual property rights over the Materials you provided to the i3 Service. All Materials you upload remains yours.
- By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; (b) to allow i3 to store, and in the case of Materials you post publicly, display, and use your Materials; and (c) that i3 can, at any time, review and delete all the Materials submitted to its Services, although i3 is not obligated to do so.
- You retain ownership over all Materials that you upload to the Store; however, by making your Store public, you agree to allow others to view Materials that you post publicly to your Store. You are responsible for compliance of the Materials with any applicable laws or regulations.
- i3 shall have the non-exclusive right and license to use the names, trademarks, service marks, and logo associated with you to promote the Service.
9. Store Software and Theme
- i3 deploys an encoded version of the Software Source Code and Theme Source Code (collectively, “Source Codes”) to you for the purposes of providing you with the Services. The Source Codes shall remain the intellectual property of i3 and under no circumstances will it be revealed or released to any party.
10. Payment of Fees
- You will pay the Fees applicable to your subscription to Online Services and/or POS Services (“Subscription Fees”) and any other applicable fees, including but not limited to Third Party Services (“Additional Fees”). Together, the Subscription Fees and the Additional Fees are referred to as the “Fees”.
- Fees are paid in advance and will be billed in 28-day or 365-day intervals (each such date, a “Billing Date”). You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the i3 Customer via the email provided. As well, an invoice will appear on the account page of the administration console. i3 Customer have approximately one week to bring up and settle any issues with the billing of the Fees.
- If we are not able to process payment of the Fees, we may suspend and revoke access to your account and the Services. Your account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your account or the Services during any period of suspension. If the outstanding Fees remain unpaid for 28 days following the date of suspension, i3 reserves the right to terminate your account and the Services.
- All Fees are exclusive of Goods and Sales Tax under the Goods and Services Tax Act, Chapter 117A of Singapore, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
- You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of i3’s products and services.
- i3 does not provide refunds.
11. Cancellation and Termination
- You may cancel your account and terminate the Terms of Service at any time by submitting a cancellation request on the account page of the administration console and then following the specific instructions indicated to you in i3’s response.
- Upon termination of the Services by either party for any reason: (a) i3 will cease providing you with the Services and you will no longer be able to access your account; (b) unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise; (c) any outstanding balance owed to i3 for your use of the Services through the effective date of such termination will immediately become due and payable in full; and (d) your Store website will be taken offline.
- If you purchased a domain name through i3, upon cancellation your domain will no longer be automatically renewed. Following termination, it will be your sole responsibility to handle all matters related to your domain with your domain registrar.
- i3 will provide a 3-day grace period for you to export your Materials before permanently destroying all data related to your Services. i3 will not be liable for any losses or damages to the Materials and will not be providing such exportation services. The Source Codes shall remain the intellectual property of i3 and under no circumstances will it be revealed or released to you (unless otherwise required by applicable law).
- We reserve the right to modify or terminate the i3 Service, the Terms of Service, and/or your account for any reason, without prior notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
- Without limiting any other remedies, i3 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 the use of the Services.
12. Modifications to the Service and Prices
- Prices for using the Services are subject to change upon 30-day notice from i3. Such notice may be provided at any time by posting the changes to the i3 Site (made.byi3.com) or the account page of the administration console via an announcement.
- i3 reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice.
- i3 shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Services.
13. Beta Services
From time to time, i3 may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which i3 will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered i3 Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without i3’s prior written consent. i3 makes no representations or warranties that the Beta Services will function. i3 may discontinue the Beta Services at any time in its sole discretion. i3 will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. i3 may change or not release a final or commercial version of a Beta Service in our sole discretion.
14. Feedback and Reviews
i3 welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to i3 be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to i3, you waive any and all rights in the Feedback and that i3 is free to implement and use the Feedback if desired, as provided by you or as modified by i3, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to i3 must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. i3 reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.
15. Rights of Third Parties
Save for i3 and its affiliates, i3 Customer or anyone accessing i3 Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.