Updated as of 30 May 2022 

1. The Project shall commence and end on the dates as set out in the Agreement. The Parties may mutually agree to extend the duration of the Project in writing.

2. The Partner represents and warrants that: (a) its representative has all requisite power and authority to enter into this Collaboration Agreement; and (b) Partner shall comply with all applicable laws in relation to the Project.

3. Partner acknowledges and agrees that CardsPal makes no representations or warranties about (a) the Platform, including its availability; and (b) the quality of any of the services performed by CardsPal in relation to the Project.

4. For the duration of the Project, the Partner grants to CardsPal a worldwide, royalty-free, perpetual, sub-licensable right and licence to reproduce, use, modify, adapt, copy, display, publish, transmit, communicate, make available, hyperlink, mirror or frame all names,  logos, trademarks, service marks, materials, promotion information, information on the merchant and the merchant’s products and service offerings, characters, figures, designs, text, sound recordings, videos, images, graphics, photographs or links provided by the Partner in connection with the Project and for the purposes of (a) operating the Project, (b) marketing of CardsPal’s Platform, (c) CardsPal’s commercial purposes or otherwise, (d) transmission, distribution, hyperlinking or mirroring on a third party’s website, for any of the earlier mentioned purposes and/or (e) archival purposes (collectively, the “Purposes”).

5. Any new intellectual property rights that are developed jointly in connection with the Project shall beowned jointly by the Parties.

6. Except for the rights and licenses granted under a Collaboration Agreement and/or these Project Terms and Conditions, no party shall have any right, title or interest in any other intellectual property rights of the other party developed prior to the commencement date or developed by or for a party independently of the Project. All other intellectual property rights shall remain with each Party.

7. If a Non-Disclosure Agreement for the Project (“NDA”) was entered into between the Parties, the terms and conditions of the NDA shall apply to information disclosed between the Parties for the purposes of the Project.

8. Subject to Clause 7, if no previous NDA had been executed, the Parties agree that the Parties shall not disclose to any person any Confidential Information that is disclosed by one Party (“Disclosing Party”) to it (“Recipient Party”), or otherwise becomes known to the Recipient Party pursuant to a Collaboration Agreement, and any such Confidential Information will be treated in the strictest confidence. “Confidential Information” means all proprietary and confidential information of the Parties and those of their customers, clients, personnel, or suppliers whether commercial, financial, technical or otherwise (whether oral, in writing, electronically recorded or in any other form) which by its very nature should obviously be treated as secret and confidential or which is designated as such and which either or both Parties desire to protect against unrestricted disclosure or competitive use.

9. The Parties shall comply with their respective obligations under applicable data protection laws. The Partner shall, in respect of any personal data disclosed by CardsPal to the Partner:

(a). only process personal data in compliance with CardsPal’s instructions;

(b). not disclose or provide access to personal data without the written consent of CardsPal (except for the purposes of fulfilling its obligations of a Project);

(c). ensure that all reasonable steps are taken to ensure the reliability of the Partner’s employees, which will process personal data and limit such processing to only employees who have a need to know or access personal data for the purposes of performing the Partner’s responsibilities of the Project;

(d). segregate (logically or physically) personal data held and processed in connection with the Project from its own data and from any data of its other customers; and

(e). not retain any personal data for any longer than is necessary for the purpose of fulfilling the responsibilities of the Project.

The Partner shall defend, indemnify and hold harmless CardsPal for any loss or damage arising as a result of the Partner’s breach of this clause.

10. Save as may be agreed otherwise in a Collaboration Agreement, each Party shall bear its own costs and expenses in connection with the evaluation of the Project.

11. Either Partner or CardsPal may terminate a Collaboration Agreement with five (5) business days’ notice in writing. On the date of termination, both Parties shall cease all work relating to the Project. All provisions of a Collaboration Agreement that should, by their nature, survive any expiration or termination, shall survive.

12. CardsPal reserves the right to suspend, at any time, the operation of the Campaign on the Platform, if in its sole discretion the operation of the Campaign will harm the public interests or the interests of CardsPal.

13. Notwithstanding anything to the contrary, neither party shall be liable for any loss of profits, indirect, incidental, consequential and/or special losses incurred by either party under a Collaboration Agreement.

14. Without prejudice to CardsPal’s rights under Clause 4, Partner shall not issue any press release relating to any Collaboration Agreement except with the prior written consent of CardsPal.

15. The Collaboration Agreement does not create or confer any rights or benefits enforceable by any person not a party to it except that any indemnified parties under a Collaboration Agreement will have the right to enforce any rights or benefits in a Collaboration Agreement including, without limitation, any limitation and/or exclusion of liability. Nothing in a Collaboration Agreement creates a joint venture, relationship of partnership or agency between Partner and CardsPal. Accordingly, except as expressly authorised a Collaboration Agreement, neither Partner nor CardsPal has authority to pledge the credit of or make any representation or give any authority to contract on behalf of the other party.

16. Email shall constitute sufficient notice in writing if sent to the email addresses identified above and shall be deemed to be received at the time that it is sent. However, if the time of deemed receipt of any notice is not before 5.30pm local time on a business day for the recipient, it is deemed to have been received at 8.30am local time on the next business day for the recipient.

17. The Collaboration Agreement and these Project Terms contain the entire agreement of the Parties with respect to the Project and supersedes all prior agreements, arrangements, understanding, promises, covenants, representations and communications between the Parties, whether written or oral, with respect to the Project.

18. Notwithstanding that the whole or any part of any provision of a Collaboration Agreement and/or these Project Terms may prove to be illegal or unenforceable, the other provisions of a Collaboration Agreement and/or these Project Terms shall remain in full force and effect.

19. A Collaboration Agreement, these Project Terms and any matters arising out of or in connection with the Project (whether contractual or non-contractual in nature), shall be governed by and is to be construed in accordance laws of Singapore. Partner and CardsPal submit and agree to the exclusive jurisdiction of the Singapore courts.