Before you use the platform, please read the following terms and conditions carefully. By using the platform, you signify your agreement to these terms and conditions, and you shall be bound by the same. If you do not agree to any of these terms and conditions, do not use the platform.
We reserve the right to change, modify, suspend, or discontinue any portion of the U2XU Services (as defined below) at any time. We also have the right to impose limits on certain features or restrict your access to parts of, or the entire, U2XU Services in our sole discretion and without notice or liability.
1.General
1.This agreement, and all schedules and appendices attached or referred hereto, if any, (“Agreement”) is an agreement between you and U2XU (“we”, “us”, or “our”).
2.This Agreement shall govern, among others,
1.the provision of the U2XU Services (as hereinafter defined); and
2.your use of the Platform (as hereinafter defined).
3.The U2XU Services are intended for, and may only be used by:
1.Individuals who are 18 years and older who can form legally binding contracts under applicable law.
2.Individuals who are under the age of 18 with the consent and direct supervision of his/her parent or legal guardian. All transactions carried out by any individual under the age of 18 pursuant to this Agreement shall be deemed to have been approved by his/her legal guardian or parent and such legal guardian or parent shall be responsible for any and all activities conducted by such individual under the age of 18.
3.Individuals that are not residents in sanction countries or any country or region that is subject to the United Nations/Office of Foreign Assets Control (“OFAC”) economic and trade sanctions and in any other country or region that U2XU determines from time to time in its sole discretion.
4.Individuals that are not designated as terrorists or terrorist associates by the Committees of the United Nations Security Council, OFAC and in any other country or region that U2XU determines from time to time in its sole discretion.
2.Definitions and interpretations
1.In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:
Account means the account created and used by you to access or use the Platform;
Business Account means an account to accommodate a larger team or businesses, where they can used shared payments, track orders and progress while consolidating feedback;
Business Day means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in Singapore;
Buyer means the purchaser of any Goods and/or Services;
Goods and/or Services means the digital items, goods and/or services displayed, listed and/or offered by the Seller for sale through or on the Platform;
U2XU Services mean the services and features provided or made available by U2XU through or on the Platform from time to time, including without limitation the services (other than payment services which are provided by a Payment Partner) provided by U2XU to facilitate the Seller and the Buyer to enter into a Sale Contract with each other;
Information means any information, details, content, dimensions, data, maps, locations, photographs, text, descriptions, specifications, audio or video clips, graphics, and/or other materials;
Intellectual Property Rights mean all rights, titles and/or interests in, to and/or under patents, registered designs, designs, copyrights, names, marks, trade names, trademarks, service marks and logos and all other intellectual, industrial and/or proprietary rights;
Merchant Wallet shall have the meaning ascribed to in Clause 3.15;
Omnibus Wallet means the wallet established by a Payment Partner(s) in the name of U2XU for the purposes of facilitating transactions on the Platform;
Payment Partner means a payment services provider licensed under the Payment Services Act 2019 that U2XU has partnered with to provide all payment services in connection with transactions carried out through or on the Platform;
Personal Data shall have the meaning prescribed to it in the Privacy Policy as updated by us from time to time;
Platform means the online platform (website, mobile site or mobile application) developed and/or operated by U2XU;
Privacy Policy means the policy published by U2XU from time to time on the Platform governing the protection and processing of Personal Data;
Registration Process means the registration process set out by U2XU for you to register and open an Account with U2XU;
Representatives means the servants, employees, officers, agents, contractors, workmen, personnel and/or representatives of the relevant party;
Sale Contract means the agreement entered into between the relevant Seller and the relevant Buyer through the Platform for the sale of any Goods and/or Services;
Seller means a person who has registered for an Account with U2XU to display, list or offer any Goods and/or Services for sale through or on the Platform;
SGD means the lawful currency from time to time of the Republic of Singapore; and
You/your means all users of the Platform, including without limitation the Sellers and the Buyers.
2.In this Agreement, unless the context otherwise requires:
1.denoting the singular include the plural and vice-versa;
2.words denoting natural persons include bodies corporate and unincorporated;
3.references to any law, legislation or to any provision of any law or legislation shall include all relevant regulations, statutory requirements and instruments issued under such law, legislation or provision and any variation, modification or re-enactment of any of the foregoing;
4.headings of this Agreement are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;
5.references to any party to this Agreement or any other agreement or instrument shall include that party's successors and permitted assigns;
6.no rule of construction or interpretation applies to the disadvantage or detriment of the party having control or being responsible for the preparation of this Agreement; and
7.any words following the terms including, include or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
3.Access to the platform
1.If you wish to have access to the Platform and U2XU Services, you shall create an Account with U2XU in accordance with the Registration Process. Upon successful registration, you may be given access to the Platform and U2XU Services by logging in to your Account.
2.U2XU may conduct, at its own discretion or otherwise required by any applicable laws (including but not limited to the applicable AML/CTF laws) or upon a request by a competent legal authority, to conduct, either by U2XU directly or by an authorised third party service provider, “Know your Client” (“KYC”) checks on you before U2XU grants access to you to use the Platform and the U2XU Services. Your use of the Platform and the U2XU Services is subject to U2XU’s satisfactory completion of KYC procedures against you and such persons connected to you as U2XU may determine in its discretion, and you shall cooperate fully with U2XU or its designated KYC services providers when prompted, including but not limited to providing verification documents.
3.You shall be solely responsible for keeping the username and password of your Account confidential and secured at all times and shall immediately notify U2XU of any unauthorised access to your Account. Any instruction, notification or confirmation received by U2XU from your Account shall be deemed to have been issued by you notwithstanding that such notification or confirmation may have been issued by a third party, whether authorized or otherwise, and you shall be bound by such instruction, notification or confirmation. U2XU shall not be liable for acting on the instruction, notification or confirmation sent through your Account. U2XU shall not be obliged to investigate the authenticity or authority of the person sending/effecting the instruction, notification or confirmation or verify the completeness of such instruction, notification or confirmation.
4.Unless expressly agreed by U2XU each person is limited to one Account. No Account may be created on behalf of or in order to impersonate another person. Should U2XU discover that such a fraudulent Account has been created, U2XU shall be entitled to immediately suspend the Account and reserves the right to take any further remedial action, including without limitation informing the relevant authorities, without any liability on the part of U2XU.
5.You shall closely monitor all activities and transactions carried out through your Account and you shall take all steps and measures to check and verify the transaction history of your Account. You shall immediately notify U2XU within [thirty (30)] days:
1.of any unusual activities or transactions in connection with your Account or in the event that any of the activities or transactions are not accurately recorded in your Account;
2.upon receipt of any incomplete, garbled or inaccurate data or information from U2XU;
3.any unauthorised use of your Account or any other breach of security regarding your Account of which you have knowledge; and
4.upon receipt of any data or information which is not intended for you, and you shall not use or disclose any such data or information without U2XU’s written consent.
6.Notwithstanding anything to the contrary, you agree that we will not compensate you for any loss resulting from any claims for unauthorised use of your Account under any of the following events, as determined at our sole and absolute discretion:
1.where any such claims relate to transactions that are found to be conducted on your trusted device, your IP address or any other user‐acceptable boundaries;
2.where you have acted fraudulently or with negligence, including but not limited to cases where you have wilfully disclosed your Account log-in details to a third party; and/or
3.if you fail to provide us with any relevant documentation as reasonably requested by us in relation to any such unauthorised transactions;
4.where any such transactions took place under circumstances beyond our control, including but not limited to natural disasters, civil unrest etc. which are beyond our reasonable control; and/or
5.where any terminal or system (including the Platform) was not working properly or suffering any other technical malfunction before you initiated the relevant transaction.
For Buyers
7.You may use your Account to transact on the Platform. For security reasons, we may limit the amount or number of transactions you can make through your Account.
8.We shall have the right to refuse any transaction on your Account if:
1.the transaction does not satisfy these Terms and Conditions or any of our other terms and conditions set out on the Platform; or
2.where we have reason to believe that the transaction may violate any laws, rules or regulations or may otherwise subject us or any of our affiliates to liability or obligation.
9.You are responsible for all transactions initiated and fees, including but not limited to the costs of the Goods and/or Services, platform fees, shipping fees, payment fees and all applicable taxes incurred by using your Account. If other persons access your Account, we will treat this as if you have authorised such use and you will be responsible for any transactions made and fees incurred by such use. You agree that the Payment Partner(s) shall have the right to deduct or withhold any financial charges or service fees due and payable to us.
10.You acknowledge and agree that:
1.each time you use your Account to carry out such transactions which involves any communication, transaction, instruction and/or operation to be made or performed, processed or effected through your Account, you also authorise us to provide such information to the Payment Partner(s) for facilitating the transaction and providing the requisite payment services. In order for the Payment Partner(s) to provide the requisite payment services to you in connection with your use of your Account, including but not limited to enabling you to make payments in connection with the purchase of Goods and/or Services, you confirm and acknowledge that you also accept the terms of service of the Payment Partner(s);
2.all payments for the Goods and/or Services purchased through our Platform shall be processed through the Payment Partner(s) and paid into such Payment Partner(s)’ safeguarded customer monies account and credited into the Omnibus Wallet. Your payments may be comingled with payments received from other Buyers and other customers of the Payment Partner(s), and shall be subject to any additional terms of service of such Payment Partner(s). Notwithstanding anything to the contrary in this Agreement or the terms of service of the Payment Partner(s), you acknowledge that U2XU does not have any control over, whether directly or indirectly, nor access to, the Omnibus Wallet and any of the funds held therein;
3.we are not a payment service provider (as defined under the Payment Services Act 2019) and the Account shall be in no way construed to be a “payment account” and the U2XU Services provided to you in connection with your Account should in no way be construed as the provision of “payment services”.
11.For each purchase transaction you make on the Platform and following receipt of the necessary funds by the Payment Partner(s), the Payment Partner(s) shall provide the payment services and be responsible for dealing with such funds in the following manner:
1.transfer of the funds to the Seller upon your confirmation of receipt of the Goods and/or Services you had purchased;
2.transfer of the funds to the Seller upon your failure to confirm receipt of the goods or services within the time limit prescribed under the terms and conditions of the Platform, in which case you will be deemed to have received the Goods and/or Services;
3.transfer of the funds upon the conclusion of any settlement agreement or dispute between you and any other user of the Platform, in accordance with such settlement agreement or dispute resolution; or
4.in the event that U2XU or any of its affiliates, or the Payment Partner or any of their affiliates receives any order, ruling, award or judgment from a competent court, arbitration tribunal or authority which directs the release of the funds, dispose of the funds in accordance with such order, ruling, award or judgment.
12.If you experience any difficulties with your Account, please contact us. If you have placed an order on our Platform and experience difficulties with your order, please contact customer service.
For Sellers
13.If you are registering as a Seller under the age of 18, you must obtain permission from your parent(s) or legal guardian(s) to open a Seller’s account on the Platform and that parent or legal guardian must agree to the terms of this Agreement and other terms and conditions related to the use of the Platform that may be released by U2XU from time to time. If you do not have consent from your parent(s) or legal guardian(s), you will not be permitted to create a Seller’s Account.
14.If you are the parent or legal guardian of a minor creating a Seller’s Account, you must accept and comply with the terms of this Agreement on behalf of the minor – you will be responsible for all use of the Account, including but not limited to the minor’s activities on the Platform.
15.You acknowledge and agree that:
1.where U2XU approves your application for an Account on the Platform, you authorise U2XU to open an account for you with the Payment Partner(s) on your behalf, in order for the Payment Partner(s) to provide all relevant payment services to you in connection with your use of the Platform ("Merchant Wallet"), including but not limited to enabling you to receive payments in connection with the sale of the Goods and/or Services.
2.each time you use your Account to carry out such transactions which involves any communication, transaction, instruction and/or operation to be made or performed, processed or effected through your Seller’s Account, you also authorise us to provide such information to the Payment Partner(s) for facilitating the transaction and providing the requisite payment services, including merchant acquisition services, to you through application programming interfaces embedded in the Platform.
16.By proceeding with the registration of the Seller’s Account, you and your parent(s) or legal guardian(s) represent and warrant that all statements and information submitted to U2XU during the Registration Process is current, complete, and accurate. If you provide any information that is untrue, inaccurate, or incomplete, U2XU reserves the right to restrict or suspend your use of your Account and the Platform and inform the Payment Partner(s) accordingly, which may result in the withholding of payments due to you in accordance with their terms of service.
4.Sale contract
General
1.All Sale Contracts are strictly made between the relevant Seller and the relevant Buyer to the full and absolute exclusion of U2XU. U2XU makes no representation and/or warranty of any kind as to the Goods and/or Services and U2XU shall not be made liable or responsible to you in any manner whatsoever for any costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising from the Sale Contract, including without limitation for any negligence, delay, failure, fault and/or breach on the part of the relevant Seller or Buyer.
2.The Buyer acknowledges that there is a risk that the relevant game developer may modify the Buyer’s game account and its content from purchases made by the Buyer via the Platform and U2XU shall not be held liable in any manner whatsoever in such circumstances. For the avoidance of doubt, all Goods and/or Services are offered by the relevant third party Seller and U2XU is merely the facilitator for the sale of such Goods and/or Services by permitting the listing, display and offering of such Goods and/or Services, and the facilitating the conclusion of any resulting Sale Contract on the Platform. As such, U2XU has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings. U2XU is not obliged to conduct pre-screening on users. U2XU cannot guarantee that a Buyer or Seller will actually complete a transaction.
3.Notwithstanding the foregoing, the Sale Contract shall be subject to and you shall observe and comply with the following terms and conditions:
1.You shall not modify or cancel any Sale Contract formed via the Platform except with the agreement in writing of U2XU and on the condition that you shall indemnify U2XU in full against all loss, costs, damages, charges and expenses (including loss of profit) incurred by U2XU as a result of such modification or cancellation;
2.You shall carry out all your obligations in connection with the Sale Contract diligently in a timely manner and with due care and skill;
3.Payment for a Sale Contract shall be carried out by and through a Payment Partner as follows:
the Buyer shall pay to the Payment Partner the sum in respect of any Sale Contract including but not limited to the costs of the Goods and/or Services, platform fees, shipping fees, payment fees and all applicable taxes, (“Sale Contract Sum”) through the payment gateways and/or payment methods made available on the Platform through application programming interfaces, subject to any terms and conditions as may be imposed by the Payment Partner. All such payments shall be credited to the Omnibus Wallet held by the Payment Partner;
subject to clause 3.11, the Payment Partner shall transfer the relevant Sale Contract Sum (less any fees as may be charged by U2XU and/or the Payment Partner(s)) from the Omnibus Wallet to the relevant Merchant Wallet, for release to the relevant Seller in accordance with such instructions as the Seller may subsequently instruct the Payment Partner in accordance with the timelines prescribed in the Payment Partner’s terms and conditions;
unless approved and determined by U2XU in its sole discretion, all payments made on the Platform are final and all purchases on the Platform are non-refundable, except as expressly provided under this Agreement or our Policies or is required by the applicable laws; and
all prices as listed on the Platform are exclusive of any exchange rate fees, contributions, applicable taxes or excises (including but not limited to VAT or sales taxes, if any) under any applicable laws. The Buyer shall be liable and shall indemnify U2XU for any taxes payable on the Sale Contract; and
4.You shall comply with any instructions, guidelines and/or policies as may be published or provided by U2XU in connection with the Sale Contract from time to time.
4.In the event that any conflict, dispute and/or issue between you and another user or a third party in respect of the Sale Contract arises,
1.we encourage you to contact the user or third party directly and use your best endeavours to resolve such conflict, dispute or issue fairly and amicably, which U2XU shall use reasonable commercial efforts to facilitate.
2.U2XU may, but is not obliged to, intervene or take part in the resolution of such conflict, dispute or issue for the benefit of users. Should U2XU do so, U2XU does so in good faith and at its sole and absolute discretion, in accordance with the dispute resolution process based upon U2XU policies. U2XU has no obligation to resolve disputes between users or between users and outside parties. You shall comply with all reasonable instructions as may be made by U2XU in connection thereof.
3.Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.
4.The Payment Partner(s) shall have the right to retain any sums paid by the Buyer for the relevant Goods and/or Services until a mutually amicable binding resolution has been reached; and
5.You release U2XU (and U2XU's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all demands, damages and claims (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes with one or more users, or a third party to the maximum extent permitted by applicable law.
Seller’s representations, warranties and obligations
5.You may list and sell your Goods and/or Services on the Platform in accordance with the procedures set out on the Platform subject to all conditions and requirements as may be imposed by U2XU from time to time.
6.U2XU may at its absolute discretion:
1.categorise the Seller into the relevant group of Sellers based on U2XU’s criteria;
2.determine the range of prices for the Goods and/or Services; and
7.Each Seller warrants, represents, acknowledges and/or confirms that:
1.it has procured all necessary permission, right, licence, consent and/or approval from the relevant third parties and/or the local laws to publish, display and offer the Goods and/or Services for sale through the Platform (including without limitation the publishing of all Information in connection with the Goods and/or Services on the Platform) and such publishing, displaying and offering will neither infringe any third party rights nor violate local laws;
2.it shall honour and perform all the Sale Contracts and shall not engage in any conduct or carry out any action which may affect the Buyer’s entitlement to the purchased Goods and/or Services;
3.it is able to and shall promptly provide, transfer or deliver the Goods and/or Services to the Buyer in a timely manner (i.e. when the Buyer has confirmed the order with U2XU or when the Buyer has made the payment for the relevant Goods and/or Services whichever earlier);
4.the Goods and/or Services are accurately described and the Goods and/or Services delivered or provided to the Buyer will conform with its description; and
5.it shall not directly or indirectly recruit and/or poach any Buyers or enter into any independent transaction with the Buyer other than through the Platform.
8.To the maximum extent permitted by law, U2XU gives no representations and warranties in relation to any statement, description or information given, by the Seller with regard to merchantability, fitness for a particular purpose, description, size, quality, condition, attribution, authenticity, rarity or importance about the Goods and/or Services for sale on the Platform. The Seller shall be solely liable for all such claims in relation to and in connection with the Sale Contract, including, without limitation, non-delivery, defective quality and/or misdescription of the Goods and/or Services.
9.U2XU shall not in any manner whatsoever be construed, at law or otherwise, to owe a fiduciary duty to the Seller in respect of the obligations on the part of the Buyer to pay the price of the purchased Goods and/or Services.
5.General obligations
1.You shall, at your own cost and expense:
1.comply with all applicable law, statutes, by-law, regulations, orders, delegated or subordinate legislation, regulatory policies, notices, determinations, guidelines, directives and/or any other requirements of any governmental, statutory and/or regulatory bodies and/or departments from time to time;
2.obtain and maintain throughout the duration of this Agreement, all necessary approvals, consents, licences and permissions (statutory, regulatory, contractual or otherwise) in relation to your obligations and activities under this Agreement and the Sale Contract; and
3.comply with all guidelines, rules, regulations, policies, instructions and procedures in connection with the Platform and U2XU Services as imposed or may be imposed by U2XU from time to time.
6.Use of the platform/U2XU services
1.In consideration of you agreeing to the terms and conditions contained in this Agreement, U2XU grants you a non-exclusive, non-transferable right to access and use the Platform and U2XU Services solely and to the extent necessary for the purpose of this Agreement. The Platform and/or the U2XU Services shall not be commercialised by you in any manner whatsoever.
2.Notwithstanding anything to the contrary in this Agreement or the Policies, all payment services provided to you in connection with your use of the Platform shall be provided by the Payment Partner(s), which will be duly licensed or otherwise exempt to provide the payment services to you under all applicable laws. All references to payment processing or related payment services (including collection, transfer and/or payment of the Sale Contract Sum or any other monies) shall be provided by such Payment Partner(s) and not U2XU, and shall be subject to any additional payments terms of service of such Payment Partner(s). You acknowledge and agree that U2XU is a technology service provider and does not at any time provide, and is not holding itself out as providing, any payment services to you in connection with your use of the Platform, and that all collection and execution of any payments or monies or instructions in relation thereto in connection with the use of the Platform is performed by the Payment Partner(s).
3.The Platform, U2XU Services, and/or all Information contained on, in or made available through the Platform and/or U2XU Services shall be collectively referred to as “U2XU Platform/Services” and reference to U2XU Platform/Services shall include any part thereof. Save and except as otherwise stated in this Agreement or with U2XU’s prior written consent, you shall not and shall not attempt to, whether by yourself or by allowing any third party:
1.copy, distribute, recreate, and/or disseminate U2XU Platform/Services except where such act is incidental to the normal use of U2XU Platform/Services, or where it is necessary for the purpose of this Agreement or other back-up and/or operational security reasons;
2.rent, lease, sub-license, loan, translate, merge, adapt, vary or modify U2XU Platform/Services;
3.make alterations or modifications to the whole or any part of U2XU Platform/Services, or permit U2XU Platform/Services to be combined with, or become incorporated in, any other programs;
4.disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of U2XU Platform/Services;
5.provide or otherwise make available the underlying software of the Platform in whole or in part (including object and source code), in any form to any person;
6.use U2XU Platform/Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with or not authorised by this Agreement, or act fraudulently or maliciously;
7.collect or harvest any Information from U2XU Platform/Services or U2XU’s systems or attempt to decipher any transmissions to or from the servers running any of the U2XU Services;
8.access any data or Information not intended for you, including without limitation logging into a server or an account which you are not authorized to access;
9.use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform and/or transmit or distribute any malicious code, viruses, or harmful data into or through the Platform or any operating system;
10.misuse, abuse or hack into any aspect of U2XU Platform/Services in any manner whatsoever or otherwise compromise the integrity of U2XU’s software or systems;
11.send, advertise or publish any unsolicited advertising or promotional content through or on U2XU Platform/Services; and
12.use U2XU Platform/Services in a way that could:
1.damage, disable, overburden, impair or compromise U2XU’s systems, software and/or security; or
2.interfere with other users’ use and enjoyment of U2XU Platform/Services.
7.Information submitted by you
1.You shall ensure that all Information provided to U2XU or published on the Platform by you is true, complete, accurate and up-to-date and that you have all the necessary authority and right to publish or provide such Information. You warrant that U2XU’s use of any such Information will not infringe any of the right (including without limitation the Intellectual Property Rights) of any third party.
2.You shall not transmit or post (or cause to be transmitted or posted) through or on the Platform and/or U2XU Services any Information which is or may be unlawful, technologically harmful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, which encourages or may encourage conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or which violates or infringes or may violate or infringe the rights of others.
3.By submitting or uploading any Information on or through the Platform and/or U2XU Services, you automatically grant, or warrant that the owner of such Information has expressly granted, U2XU the royalty-free, perpetual, irrevocable, non-exclusive right and license to reproduce, share, publish and distribute such Information (in whole or in part) on or through the Platform save and except for the Personal Data which is to be processed by U2XU in accordance with the Privacy Policy published on the Platform.
Consent to receive e-mails
4.You consent to and authorise the use by us of any information provided by you (including Personal Data) for the purposes of sending special announcements, informational and promotional e-mails to you. Your agreement to the provisions of this Clause 7.4 shall constitute your consent for the purpose of the provisions of any spam control laws (whether in Singapore or elsewhere).
8.Policies
1.You shall comply with and observe all the relevant terms, conditions and requirements contained in the policies and “Frequently Asked Questions” published by U2XU on the Platform (“ Policies” ).
2.For the avoidance of doubt, the Policies shall form part of this Agreement and you shall be bound by the same.
9.Links
The Platform may contain links to third party sites or to resources provided by third parties (“Third Party Sites/Content”). The Third Party Sites/Content are linked solely for your convenience. U2XU has no control over and U2XU assumes no responsibility for the Information contained in such Third Party Sites/Content. U2XU accepts no responsibility for any loss and/or damage that may arise from your use of the Third Party Sites/Content. If you decide to access any of the Third Party Sites/Content, you hereby agree to do so entirely at your own risk. Your use of such Third Party Sites/Content shall wholly be subject to the terms and conditions of such Third Party Sites/Content.
10.Personal data
1.All Personal Data collected by U2XU will be processed by U2XU in accordance with the Privacy Policy published on the Platform.
2.To the extent that any of the data or Information extended to you by U2XU and/or collected or processed by you on behalf of U2XU, pursuant to this Agreement, consists of Personal Data, you agree to:
1.comply with the requirements of the Privacy Policy, and shall not conduct yourself in such a manner as to cause U2XU to be in breach of its obligations (as a “data user”) under the Privacy Policy,
2.observe U2XU’s published policies on Personal Data protection from time to time,
3.on reasonable request by U2XU, give U2XU access to any Personal Data, and
4.immediately notify U2XU if you become aware of a breach or possible breach of your obligations in relation to the processing of the Personal Data under this Agreement. This Clause shall survive the termination of this Agreement.
11.Confidentiality
1.“Confidential Information ” means all Information of any kind, whether in machine readable or visually readable form, oral or otherwise and whether or not labelled as “Confidential”, that are made available by or on behalf of the disclosing party to the receiving party, whether before or after the commencement of the term of this Agreement, for the purposes relating to or in connection with this Agreement. The Confidential Information shall include without limitation technical information, data, know-how, information relating to the disclosing party’s or their respective affiliates’ business, trade secrets, revenue or income information, marketing strategies, financial condition and operations, and any other information that is by its nature confidential and proprietary to the disclosing Party or its suppliers/affiliates.
2.“Confidential Information” shall not include information that:
1.was, at the time of its disclosure, already in the possession of the receiving party free of any obligation to keep it confidential and such party can establish, through reasonably sufficient and credible competent evidence, such prior possession;
2.is independently developed by the receiving party,
3.is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives; or
4.becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its Representatives; provided, however, that such source is not to the knowledge of the receiving party bound by a confidentiality agreement or other legal or fiduciary obligation of secrecy to the disclosing party.
3.Unless otherwise stated herein, the receiving party of any of the Confidential Information agrees not to disclose such Confidential Information to any person except
1.where such disclosure is required by law or the regulations of any securities exchange or court of competent jurisdiction;
2.where such disclosure is permitted under this Agreement;
3.to their respective Representatives and/or legal, financial and/or accounting advisors who have a definite need to know such Confidential Information; and/or
4.with prior written approval of the disclosing party.
4.In the event that any of U2XU’s Confidential Information is required to be disclosed in any manner due to the requirements of any applicable law or the regulations of any securities exchange or securities trading system, or court of competent jurisdiction, you shall give prompt written notice to U2XU prior to any disclosure sufficient under the circumstances to allow U2XU to seek a protective order or other appropriate remedy. You shall:
1.only disclose such minimum information as is legally required and shall, at the request of U2XU, use commercially reasonable efforts to obtain confidential treatment for U2XU’s Confidential Information that is to be disclosed and allow U2XU, if it wishes, to also take such measures as it deems necessary or desirable to challenge any such disclosure or to otherwise redact or minimize such disclosure; and
2.fully cooperate with U2XU.
5.All Confidential Information shall solely be used for the purpose of this Agreement.
6.Notwithstanding anything contained herein, U2XU shall be entitled to disclose your Information to the relevant Seller, Buyer or U2XU’s service providers for the purpose of providing the U2XU Services. You hereby irrevocably and unconditionally authorise U2XU to forward your contact Information to the relevant Seller or Buyer for the purpose of the Sale Contract.
7.This Clause shall survive the termination or expiry of this Agreement for any reason whatsoever.
12.Intellectual property rights
1.All existing Intellectual Property Rights of U2XU, its contractors, partners, services providers, suppliers, or licensors (if any) shall belong and remain with its respective owner. Nothing in this Agreement shall transfer or assign such Intellectual Property Rights to you.
2.All Intellectual Property Rights created and/or developed pursuant to this Agreement by U2XU (its suppliers, contractors, partners and/or licensors (if any)) shall belong absolutely to U2XU.
3.You shall not, whether by yourself or through any other person, engage in any conduct which will infringe the Intellectual Property Rights of U2XU or those of any third party in relation to your use of the Platform and/or the U2XU Services.
4.You shall use any Information and/or properties made available to you by U2XU under this Agreement in which any of U2XU’s Intellectual Property Rights subsist solely for the purpose of and only to the extent permitted by this Agreement. This Clause shall survive the termination of this Agreement.
5.All rights (including intellectual property rights), title, ownership in and to the games are owned exclusively by respective game developers. All third-party trademarks, registered trademarks, and product names mentioned in the Services or contained in the content linked to or associated with any Games accessed through U2XU displayed in the Platform are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by the Platform.
6.You are solely responsible for obtaining and ensuring all rights, licences, consents, permits or authority necessary (if any) to grant the rights granted herein for any Information and/or services that you list on our Platform or display through our U2XU Services.
13.Consumer protection
1.Notwithstanding anything contained herein, if the Consumer Protection (Fair Trading) Act 2003 (“Act”) applies and if you are dealing as a consumer as defined under the Act ( “Consumer”),
1.this Agreement is only intended to exclude or limit the remedies and rights you may have to the maximum extent permitted by the Act; and
2.nothing in this Agreement is intended to exclude or limit U2XU’s liability to you for any loss or damage arising from
0.U2XU’s negligence; or
1.U2XU’s breach of any express or implied terms of this Agreement without adequate justification.
14.Warranty, unavailability, and disclaimer
1.U2XU warrants that the U2XU Services will be provided with reasonable care and skill.
2.Information made available to you through the Platform or U2XU Services may be furnished to U2XU by third party, including without limitation the Seller and other users of the Platform. While U2XU will use reasonable endeavours to ensure that such Information is communicated to you in its original form as supplied by the third party, U2XU does not warrant that the said Information is accurate, complete, reliable, original, current, or error-free.
3.You understand, acknowledge and agree that the Services is provided on an “as is” and “as available” basis and U2XU expressly disclaims warranties or conditions of any kind, either express or implied, unless expressly included in these terms. In particular, in relation to the use of the Platform and/or U2XU Services, U2XU does not warrant that:
1.the functions contained in the Platform and/or U2XU Services will meet your requirements;
2.the operation of the Platform and/or U2XU Services will be uninterrupted or error-free;
3.any defects in the Platform and/or U2XU Services will be corrected; and
4.the Platform is free of viruses, bugs, online interruption or other harmful threats. You shall be fully responsible for implementing all necessary security and virus protection measures on or in your computer or mobile device before accessing the Platform.
4.You understand, acknowledge and agree that:
1.advice or recommendations are a matter of opinion and may not represent the true application, quality or feature of a particular service, as such you accept that any advice or recommendation given by U2XU, its employees or agents is followed or acted upon entirely at your own risk, and accordingly U2XU shall not be liable for any such advice or recommendation;
2.there are risks associated with your use of the Platform or U2XU Services, which may include but is not limited to risk of purchasing counterfeits items, mislabelled items, items that may be untransferable. You are advised to conduct sufficient research prior to trading or purchasing any goods or services from a Seller on the Platform or U2XU Services;
3.all transactions conducted on the Platform are through telecommunication and data network. As such, your receipt of the notification from U2XU and vice versa may be delayed or prevented by factors affecting the relevant service providers and other relevant parties. You accept that U2XU cannot guarantee the prompt delivery of such notification or confirmation; and
4.there may be certain times that the Platform or U2XU Services may not be available due to maintenance, updating or upgrading works, or such other reasons beyond the control of U2XU. U2XU makes no warranty that the Platform and/or U2XU Services will be available at all times and U2XU shall not be held responsible or liable in any manner whatsoever for such unavailability.
15.Limitation of liability
1.To the maximum extent permitted by law and the Act,
1.the Platform, U2XU Services and all Information made available to you by U2XU via the Platform and/or U2XU Services are provided on an "as is" and “as available” basis, without warranty of any kind, and U2XU hereby disclaims all warranties and conditions with respect to the Platform, the U2XU Services and Information made available to you by U2XU unless otherwise stated in this Agreement;
2.U2XU shall not be liable to you for any costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising from the provision of any Information made available to you by U2XU through the Platform;
3.in no event shall U2XU be liable for any indirect, incidental, punitive and/or consequential damages and/or losses, loss of profit, goodwill, production and act /or revenue and/or any other type of special losses and/or damages howsoever arising whether or not such losses and/or damages were reasonably foreseeable or U2XU had been advised of the possibility of same incurring; and
4.U2XU’s maximum and cumulative total liability (including any liability for acts and omissions of its Representatives) in respect of any and all costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising under this Agreement shall not exceed SGD 30 or the relevant fees paid by you for the U2XU Services in dispute whichever is lower.
16.Indemnity
You agree to defend, indemnify and hold U2XU, its affiliates and each of their respective directors, officers, employees and agents harmless from and against all costs, loss, damages, claims, fines, penalties, liabilities and/or expenses, including attorneys’ fees, arising howsoever under this Agreement including without limitation arising from or in connection with negligence, omission, and/or breach of this Agreement on your part. This indemnity shall be granted whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination. For the avoidance of doubt, nothing in this clause shall prevent or restrict U2XU enforcing any other rights and obligations owed to it under this Agreement.
17.Force majeure
1.U2XU shall not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the U2XU’s obligations under this Agreement, if the delay or failure was due to any cause beyond U2XU’s reasonable control, including but not limited to:
1.fire, act of God, storm, explosion, earthquake, flood, tempest, accident or other natural disaster;
2.war or threat of war, sabotage, insurrection, civil disturbance or requisition;
3.acts, restrictions, regulations, by laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
4.strikes, lock outs or other industrial actions or trade disputes;
5.difficulties in obtaining raw materials, labour, fuel, parts or machinery; and/or
6.telecommunication, transportation, power supply, or system disturbances or failures, or breakdown in machinery affecting the Platform, U2XU Services or any part thereof.
18.U2XU Rights and suspension
1.Without prejudice to any other rights U2XU may have under this Agreement or at law, U2XU shall have the right to immediately (without notice):
1.suspend or cease your access to the Platform and/or U2XU Services;
2.remove any Information submitted, uploaded or transmitted by you to or through the Platform;
3.suspend or limit any or all of the activities and/or transactions in connection with your Account; and/
4.inform the Payment Partner(s) that a dispute has arisen in respect of a Sale Contract, and the Payment Partner(s) may, subject to their terms of service, withhold, retain or forfeit any payment due or owing to you and / or take any other actions that U2XU deems necessary;
in any of the following events, including but are not limited to:
5.U2XU is of the opinion that your performance of any of the Sale Contracts is not satisfactory in U2XU’s sole discretion;
6.U2XU is of reasonable opinion that your use of the Platform and/or U2XU Services will interfere or cause disturbances to other user’s use or enjoyment of the Platform or U2XU Services; or
7.You are found to be in breach of any of the terms and conditions contained in this Agreement or U2XU suspects, on reasonable grounds, that you may have committed any such breach.
8.Your extended periods of inactivity, as determined by us from time to time; or
9.You are found to be involved in either actual or suspected fraudulent activity which causing U2XU us a potential or actual reputational damage.
2.If your U2XU Account is or remains inactive for more than one (1) year, we reserve the right to adopt the necessary measures such as suspending or deactivating your Account.
3.Pursuant to the above clause, the Company reserves the rights including but not limited to forfeit the relevant Account credit balance upon U2XU discretion if the Account is used to engage in any fraudulent activity or if the Account is inactive for an extended period of time.
19.Termination
1.Without prejudice to any other rights that U2XU may have under this Agreement or at law, U2XU may immediately terminate this Agreement by notice in writing if:
1.you are in breach of any of the terms and conditions of this Agreement and such breach is not remedied by you within thirty (30) days’ of U2XU’s written notice; or
2.you shall pass a resolution for winding up or becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration, including without limitation bankruptcy proceedings, or if a receiving order is made against you or you make any arrangement or composition with your creditors.
2.Without prejudice to any other rights and remedies U2XU may have under this Agreement or at law, upon termination:
1.all rights granted to you under this Agreement shall cease;
2.if you are a Seller, U2XU shall remit all amount earned by you which has not yet been withdrawn from the Platform less any fees payable to U2XU to your designated payment method. However, if your payment method is not provided accordingly after we have done our best endeavour to contact you, it will be subjected to the clause 18.2 and 18.3 above;
3.you shall immediately cease all activities authorised by this Agreement; and
4.you shall immediately destroy or, at U2XU’s request, promptly return all U2XU’s Confidential Information which is in your possession and to certify upon U2XU’s request that you have done so.
20.Variation
1.U2XU shall have the right at any time to add, delete, amend, or modify this Agreement, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for access and use. Such addition, deletion, amendment, or modification shall be effective immediately upon notice thereof, which may be given by means of, including, but not limited to, posting on the Platform, or by electronic or conventional mail, or by any other means by which you obtain notice thereof. Any use of the Platform and/or U2XU Services by you after the issuance of such notice shall be deemed to constitute acceptance of this Agreement with such addition, deletion, amendment, or modification.
2.You shall immediately notify U2XU in the event that you are not agreeable to any such addition, deletion, amendment, or modification and this Agreement shall be deemed terminated upon your notification to U2XU of your disagreement unless otherwise agreed by U2XU.
3.U2XU shall have the right at any time to change or discontinue any aspect or feature of the Platform and/or U2XU Services, including, but not limited to, content, hours of availability, and equipment needed for access and use.
4.No amendment or variation of this Agreement by you shall be valid and binding unless approved in writing by both parties.
21.Notices
1.Except as otherwise agreed or provided in this Agreement, all notices and other communications to be given to any party pursuant to this Agreement shall be in writing and shall be valid and sufficient if dispatched or sent in the following manner:
If by U2XU to you
1.by posting, publishing or sending a notification on or through the relevant Platform;
2.by email to your email address provided or notified by you;
3.by publication in a newspaper; or
4.by short messaging services (SMS) to your mobile phone number registered with U2XU.
If by you to U2XU
2.Notices shall be deemed to have been served
1.if delivered personally, the next Business Day after it has been delivered;
2.if sent by registered mail or courier, three (3) Business Days after dispatch;
3.if sent by e-mail, upon successful delivery of the email and recorded as a sent email if sent before 5p.m. on a Business Day and if sent after 5p.m. or on a non-Business Day, the next Business Day;
4.if sent by way of posting, publishing or sending a notification on or through the relevant Platform or by SMS, immediately upon successful posting, publishing or sending if posted, published or sent before 5p.m. on a Business Day and if posted, published or sent after 5p.m. or on a non-Business Day, the next Business Day.
3.Notwithstanding anything to the contrary in this clause, notification by way of email shall not be applicable to or valid with respect to any legal, notices, claims, demands, suits, actions and/or proceedings.
4.You agree to notify the Platform promptly of any changes to your residential or mailing address. The Platform reserves the right to verify the updated address information and may request additional documentation to confirm the change. The Company may suspend your Account if you fail to keep this information current.
22.Entire agreement
This Agreement (together with any documents referred to herein) constitutes the whole agreement between the parties relating to the subject matter hereof and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing relating to the subject matter hereof and no representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as set out in this Agreement.
23.Assignment, novation, delegation and subcontracting
You shall not transfer, assign, novate and/or sub-contract any of your rights and/or obligations contained in this Agreement to a third party without U2XU’s prior written consent. U2XU may transfer, assign, novate, and/or sub-contract any or all of its rights and obligations under this Agreement to any of its affiliates.
24.No waiver
No failure or delay on the part of a party in exercising any rights or remedies under this Agreement at any time or for any period of time nor any knowledge or acquiescence by a Party of, or in, any breach of any provision of this Agreement shall operate as or be deemed to be a waiver thereof nor shall a waiver by that party of any breach constitute a continuing waiver in respect of any subsequent or continuing breach. A provision of right or remedy under this Agreement may not be waived except in writing signed by the waiving party.
25.Successors and assigns
This Agreement shall be binding upon the parties and their permitted legal assigns and successors in title.
26.Severability
Any term, condition, stipulation, provision, covenant or undertaking (“Provision”, and any reference to Provision shall include any part thereof) contained in this Agreement which is illegal, invalid or unenforceable shall be fully severable and ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining Provisions contained in this Agreement which shall not be affected by the illegal, invalid or unenforceable Provision or by its severance herefrom. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable Provision had never comprised a part hereof. Where any Provision of, or the application of any provision of this Agreement is illegal or unenforceable or deemed to be illegal or unenforceable, the Provision shall continue to apply with the necessary modification in order that the Provision is legal, valid and enforceable provision.
27.Set off
You shall not be entitled to set off any payment due to U2XU against any claim made by or payments due to you. U2XU shall be entitled to recoup, set off, or credit against amounts payable to you all present and future indebtedness of you to U2XU arising from any payment incurred during your use of the Platform or U2XU Services.
28.No partnership/agency
Nothing in this Agreement shall create, or be deemed to create, a joint venture or partnership between/among the parties. No party has any authority to act, make representations or bind or contract on behalf of the other party.
29.No Third Party Rights
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
30.Governing law
The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Singapore. The parties hereto submit to the exclusive jurisdiction of the courts of Singapore.
31.Survival
The covenants, conditions and provisions of this Agreement which are capable of having effect and which shall by its nature survive after the termination or expiration of this Agreement shall remain in full force and effect following the termination or expiration of this Agreement.
32.Inconsistencies
In the event of any inconsistency between the English and Chinese version of this Agreement, the English Version shall prevail over the Chinese version.
Last updated : 6 November 2024