MoovPay Terms of Service

 PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING ANY OF THE SERVICES.

THIS MOOVPAY TERMS OF SERVICE is a legal agreement (the “Agreement”). MOOVPAY’s applications, products, services, features, technologies, content, or website (collectively the “Services”) are available only to users who can form legally binding contracts under applicable law. By using the Services, You represent and warrant that You are: (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not a person barred from purchasing or receiving the Services under the laws of the Republic of Singapore or other applicable jurisdiction.

The Agreement is between You, meaning individual users, referred to individually and collectively as “You,” “Your,” or “user” whether or not capitalized) and MOOVPAY GLOBAL PTE LTD. (referred to as “MOOVPAY,” “we,” “our,” or “us,” whether or not capitalized) governing Your use of the Services.

If You are entering into this Agreement on behalf of a business or corporate entity, You represent and warrant that You have the legal authority to bind such entity to the terms and conditions contained in this Agreement, in which case the terms “You”, “Your”, “User”, or “Customer”, whether or not capitalized, shall refer to such entity. If, after Your acceptance of this Agreement, MOOVPAY finds that You do not have the legal authority to bind such corporate entity, You will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. MOOVPAY shall not be liable for any loss or damage resulting from MOOVPAY’s reliance on any instruction, notice, document or communication reasonably believed by MOOVPAY to be genuine and originating from You, as an authorized representative of the business or corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, MOOVPAY reserves the right, but undertakes no duty, to require additional authentication or suspend or terminate Your use of the Services, at our sole discretion.

BY REGISTERING FOR AN ACCOUNT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND ARE A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. USE OF THE SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, DO NOT REGISTER FOR AN ACCOUNT.

1. MOOVPAY Account

1.1     Registration.

If you primarily need to make purchases and send money to families and friends, this account should be ideal for you. With such an account you can conduct transaction, including sending and requesting money from families and friends and buy goods and services from third party’s Merchants or Sellers and receive money for the sale of goods and services. With regard to the latter, if you plan to use your MOOVPAY account primarily to sell things, a Business Account maybe a better option for you.

You must register through MOOVPAY’s online registration portal to create an account that will enable you to use the Services (“MOOVPAY Account”). During registration, You will need to include Your name and information when prompted including contact information. You agree to provide true, accurate, current, and complete information during registration and update us if there are any changes to the information. MOOVPAY reserves the right to seek additional information from You at any time. Furthermore, You agree to cooperate with MOOVPAY in connection with the performance of this Agreement and provision of the Services, by making available such personnel and information as may be reasonably required, and taking

such other actions as MOOVPAY may reasonably request. We reserve the right to suspend or terminate Your MOOVPAY Account and/or use of the Services if You provide inaccurate, untrue, or incomplete information, or fail to comply with other MOOVPAY Account requirements. To the fullest extent permissible by applicable law, You acknowledge and agree that MOOVPAY will have no liability associated with or arising from Your failure to maintain accurate MOOVPAY Account information, including Your failure to receive important information and updates about the Services.

1.2     MOOVPAY Account Credentials

As a part of Your MOOVPAY Account registration, You are required to establish a username and password. These pieces of data are used to authenticate You when You use the Services. You are responsible for protecting the confidentiality of Your username and password. You agree to notify MOOVPAY immediately of any unauthorized use of Your user name or password or any other actual or potential security breach relating to Your MOOVPAY Account.

1.3     Use of Services

Subject to the terms and conditions of this Agreement, including timely payment of applicable fees, MOOVPAY grants You a limited, non-exclusive, non-sublicenseable, non-transferrable right to access and use the Services in the applicable jurisdiction. The Services are subject to modification, restriction, or suspension at MOOVPAY’s sole discretion for any purpose deemed appropriate by MOOVPAY.

1.4     Authorization

You authorize MOOVPAY, or directly through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, such as your date of birth or any other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments ordering a credit report from a credit reporting agency, or verifying your information against third party databases or through other sources. We may also ask to provide other forms of identifying documents aside from either NRIC or Passport at any time. MOOVPAY reserves the right to close, suspend or limit access to your MOOVPAY Account and/or the MOOVPAY services in the event we are unable to obtain or verify this information.

2. Revisions

2.1     Agreement Changes

MOOVPAY reserves the right, in its sole discretion, to modify this Agreement at any time by sending You written notice by E-mail Notification. You are responsible for reviewing and becoming familiar with any modifications reflected in such notice. If MOOVPAY makes a material change to the Agreement in accordance with the foregoing, You may terminate Your use of the Services with written notice to MOOVPAY. In order to terminate this Agreement, You must provide written notice to MOOVPAY by e-mail, which must be received within five (5) business days following the date of MOOVPAY’s notice to You of a material change. For the purposes of this Agreement, E-mail Notification shall mean an e-mail message transmitted by MOOVPAY to You to Your most current e-mail address saved in your MOOVPAY Account.

3. Closing a Moovpay Account

3.1     You may close your MOOVPAY Account at any time. When you close your MOOVPAY Account, Moovpay will cancel any scheduled or incomplete transactions. It is recommended that you withdraw any balances from MOOVPAY Account prior to closing it. Nevertheless, in the event should there be remaining balances in your Account at the time of closure, these funds shall be return back to you via a cheque to your designated address provided to MOOVPAY. MOOVPAY shall deduct any administrative fees from this balance prior to the issuance of cheque to you.

3.2      You will remain liable for all obligations related to your MOOVPAY Account even after this Account is closed.

3.3      In certain scenarios and events, closing your MOOVPAY Account is deemed not allowed. This includes, but not limited to the following situations:

(a)         If we have reasonable believer there is an evasion of investigation by law;

(b)         If you have a pending MOOAY transaction, closing of your account is not allowed until the transactions have been completed;

(c)         If you are currently engaged in an open dispute or claim by law;

(d)         If your MOOVPAY Account has a negative balance;

(e)         If your Account is subject to a hold, limitation or reserve as prescribed in Section 13 in this Agreement.

3.4      In the event if any MOOVPAY Account is inactive for a period of three (3) years, the Company shall close such account. Upon the date of the termination, the Company shall use the information you provided to contact you and send you any remaining monies via a cheque residing in the account. If any of the information provided is inaccurate and we are unable to complete the above-mentioned refund, your funds shall be subjected to the applicable law pertaining to the escheat of unclaimed property.

3.5       If an investigation by law is pending at the time you wish to close your MOOVPAY Account, the Company may continue to hold your funds for up to one hundred and eighty (180) days as appropriate to continue the investigation, and if necessary, report any illegal activities to the relevant authorities or regulators or law enforcement.

3.6       If you do not have access of your MOOVPAY Account for a consecutive period of three (3) years, MOOVPAY will terminate your MOOVPAY Account. After the date of the termination, the Company will use the information you provided to try to send you any remaining balance residing in your MOOVPAY Account. If your address is unknown or inaccurate and we are unable to remit the balance to you, your balance shall be subjected to the applicable law regarding the escheatment of unclaimed property.

4.       General Payment Terms

 

4.1       Fees

There are no fees for the services as individual users. If You use other Services that is provided for a fee, You agree to pay the fee that is quoted to You. The fee may be charged directly by MOOVPAY or by Your Card Services Provider, as applicable.

 

4.2       Rates variations.  MOOVPAY reserves the right to vary the rates in the event of changes in exchange rates.

4.3       Payment to MOOVPAY

If You use a Service for which You pay fees directly to MOOVPAY, You hereby authorize MOOVPAY to initiate transaction entries to Your depository account(s) or payment cards for all amounts due to MOOVPAY under this Agreement (“Automatic Payments”).

  

4.4       Pricing Changes

MOOVPAY reserves the right to change fees for the Services at any time by providing You with E-mail Notification at least thirty (30) days prior to the effective date of any such price change. Your use of the Services after the effective date of a price change constitutes Your acceptance of the price change.

4.5       Payment Errors

MOOVPAY is not responsible for any payment processing errors or fees or other Services-related issues, including those issues that may arise from inaccurate payment account information or errors by third-party billing services.

5.       User Data

5.1       Required Data

To use the Services, You may be required to provide to MOOVPAY, directly or indirectly, the following types of data, which shall be referred to collectively as User Data:

(a)        information about You and Your account with Your Card Services Provider that Your Card Services Provider requires and/or uses to process Your orders;

(b)        Your order information, including, without limitation, order amount, payment account numbers, security codes, expiration date, payment type, device used;

(c)        information You collect from your customers, including, without limitation, contact information (e.g., name, address, phone number, email address);

(d)        online performance, reputation, or feedback data associated with Your account on a third party site or service such as Facebook, Twitter, etc.;

(e)        data You obtain from third party data sources such as e-mail marketing companies; and,

(f)         user ID names and passwords and other login credentials for sites that we may access on Your behalf.

5.2       Access to Third Party Sites

If a Service You use involves MOOVPAY accessing, retrieving information from, or posting information to Your account at a third party site, e.g., Facebook, Twitter, Google, etc., on Your behalf, You hereby authorize MOOVPAY to use Your login credentials to access, retrieve information from, and post information to such sites on your behalf. You agree to update MOOVPAY with any changes to Your login credentials or access to such sites. For the purposes of this Section 4.3, You grant MOOVPAY a limited power of attorney, and appoint MOOVPAY as Your attorney-in- fact and agent, to access third party sites, to retrieve and use Your information, and to post content on such sites, with the full power and authority to do and perform each thing necessary in connection with engaging and enabling the Services.

YOU ACKNOWLEDGE AND AGREE THAT WHEN MOOVPAY IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, MOOVPAY IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE.

You understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Services.

5.3       Duration of Authorization

The consents and authorizations in this Section 4 shall remain in full force and effect unless and until You notify MOOVPAY in writing (per Section 15.2 below) to stop the use of User Data in connection with the Services, and MOOVPAY has had a commercially reasonable timeframe to act upon Your request.

5.4       DISCLAIMER

YOU ACKNOWLEDGE AND AGREE THAT MOOVPAY WILL NOT BE LIABLE TO YOU, UNDER ANY CIRCUMSTANCES, FOR (I) THE INAPPROPRIATE OR UNAUTHORIZED PROVISION OF USER DATA BY YOUR CARD SERVICES PROVIDER OR THIRD PARTY SITE TO MOOVPAY; OR (II) ANY ERRORS BY OR ARISING FROM THE ACTS OR OMISSIONS OF YOUR CARD SERVICES PROVIDER OR OTHER THIRD PARTY IN CONNECTION WITH ITS USE OF THE USER DATA.

5.5       MOOVPAY’s Use of User Data

To the extent that MOOVPAY’s access to User Data is granted by You to MOOVPAY, You hereby grant MOOVPAY an irrevocable, non-exclusive, worldwide, royalty-free right and license to collect, use, store, copy, display, analyze, and perform any other actions with respect to such User Data as reasonably necessary to perform the Services hereunder and as otherwise permitted under applicable laws (“Use”). Such Use is subject to MOOVPAY’s rights and obligations set forth in MOOVPAY’s most current privacy policy in effect as posted at www.MOOVPAY.com/privacy. Examples of Use may include, without limitation, the following:

(a)        using User Data to contact you to effect the intended purposes of the applicable Service, e.g., conducting satisfaction surveys, offering Your promotions;

(b)        sending User Data to third parties with whom we’ve entered into contracts to perform certain functions of a Service including for purposes of analysis and marketing;

(c)        using User Data to configure the Services to be compatible with third party sites You authorized MOOVPAY to access on Your behalf;

(d)        using User Data to supplement comparable data we receive from third parties to enable certain features of our Services that will be made available to our customers generally, but without disclosing personally identifying information contained in User Data You provide to MOOVPAY to the extent such personally identifying information is unique to You;

(e)       using User Data to provide support services to You and/or Your Card Services Provider; and,

(f)         analyzing User Data to enhance the Services or develop future products.

6.       Restrictions, Responsibilities and Prohibited Activities

6.1       Restrictions

You are responsible for any and all acts and omissions of Your user who logs in to the Service using Your User ID and password. You will not, and will not permit any third party to:

(a)        reverse engineer (except to the extent applicable law expressly prohibits or limits restrictions on reverse engineering, but only to the extent required by such law (such as for interoperability purposes) and only to the extent that MOOVPAY does not make the requisite interoperability information available to You through another means), decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation, reports, or data related to or generated by the Services;

(b)        modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or for any purpose other than its own internal business purposes;

(c)        use the Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations or in any manner that infringes, misappropriates, or violates the intellectual property rights or proprietary rights of any third party;

(d)        use the Services in any manner that is harmful, fraudulent, deceptive, threatening, abusive, obscene, libelous, or otherwise objectionable;

(e)        use the Services in any manner that could disable, overburden, damage, or impair the Services (or the MOOVPAY site), or interfere with any other use or availability of the Services (or the MOOVPAY site);

(f)         use any robot, spider, program, script, or other automatic device, process, or means to access the Services (or the MOOVPAY site) for any purpose, including to monitor or copy any of the material provided through the Services (or on the MOOVPAY site);

(g)        use any manual process to monitor or copy any of the material provided through the Services (or on the MOOVPAY site), or to engage in any other unauthorized purpose without MOOVPAY’s express, prior written consent;

(h)        otherwise use any device, software, or routine that interferes with the proper working of the Services (or the MOOVPAY site); or

(i)         otherwise attempt to interfere with the proper working of the Service (or the MOOVPAY site).

6.2       Prohibited Activities

You further confirm that You will refrain from business activities or transactions using the Services in any manner that is prohibited, including without limitation, that:

(a)        enables illegal activity, or that promotes or encourages illegal activity;

(b)        promotes, encourages or engages in pornography, child pornography or the exploitation of children;

©          encourages or engages in terrorism, violence against people, animals, or property;

(d)        promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;

(e)        infringes on the intellectual property rights of another user or any other person or entity;

(f)         violates the privacy or publicity rights of any other person or entity, or breaches any duty of confidentiality that You owe to another User or any other person or entity;

(g)        interferes with the operation of the Services or the MOOVPAY site;

(h)        contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or

(i)         contains false or deceptive language, or unsubstantiated or comparative claims, regarding MOOVPAY or the Services

(j)         promotes or enables internet/mail order/telephone order cigarette, tobacco or vaporizer sales, drug paraphernalia, occult materials, hate or harmful products, escort services, engagement involving debt collection; or any activity encouraging or allowing the transaction of business with stolen goods or services.

7.       Intellectual Property Rights

7.1       Except as expressly set forth herein, MOOVPAY (and its licensors, where applicable) will retain all intellectual property rights relating to the Services (and any technology powering the Services), as well as any and all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Services, which You hereby assign to MOOVPAY. MOOVPAY reserves all rights not expressly granted to You hereunder.

8.       Confidentiality

 

8.1       Each Party (the “Receiving Party”) hereby agrees

(i)         to hold the other party’s (the “Disclosing Party”) Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials),

(ii)         not to divulge any such Confidential Information or any information derived therefrom to any third person;

(iii)        not to make any use whatsoever at any time of such Confidential Information except as contemplated hereunder,

(iv)        not to copy or reverse engineer any such Confidential Information, and

(v)        that any employee, subcontractor, or agent given access to any such Confidential Information must have a legitimate “need to know” and shall be bound in writing to comply with the Receiving Party’s confidentiality obligations, whether generally or specific to this Agreement.

8.2       Notwithstanding any provision in this Agreement to the contrary, each party may disclose Confidential Information of the other party to the extent it is required to be disclosed pursuant to a valid order or requirement of a governmental agency or court of competent jurisdiction.

9.       Term and Termination

 

9.1       Term

This Agreement shall commence upon Your acceptance hereof, and shall remain in full force and effect for so long as You continue to use the Service in strict accordance with the terms, conditions, and limitations of this Agreement. You may terminate this Agreement for any reason or for no reason with MOOVPAY. MOOVPAY may terminate this Agreement at any time for any reason or no reason by sending you E-mail Notification. MOOVPAY may suspend Your access to the Services at any time and without notice, if MOOVPAY believes in its sole discretion that You have breached any of the terms of this Agreement. Upon termination of this Agreement, Your right to use the Service will immediately cease.

9.2       Effect of Termination

Upon the termination of this Agreement for any reason, You will immediately cease using, and MOOVPAY will immediately cease providing the Services hereunder.

10.     Representations, Warranties, Disclaimers

10.1     Mutual Warranties

Each party represents and warrants to the other that

(a)        it has all necessary right, power and ability to execute this Agreement and to perform its obligations therein;

(b)        no authorization or approval from any third party is required in connection with such party’s execution, delivery or performance of this Agreement;

(c)        this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms; and,

(d)        the party’s obligations under this Agreement do not violate any law, policy or regulation or breach any other agreement to which such party is bound.

10.2     Your Warranties

You represent and warrant that at all times during the term of this Agreement thereof:

(a)        all representations and statements made by You in this Agreement, or in any other document relating hereto by You or on Your behalf, are true, accurate and complete in all material respects;

(b)        You are engaged in a lawful business and have all necessary rights and authorizations to sell and distribute Your products and/or services;

(c)        You will comply, at Your own expense, with all laws, policies, guidelines, regulations, ordinances or rules applicable to You.

10.3     DISCLAIMERS.

  1. THE SERVICES AND ANYTHING PROVIDED BY MOOVPAY OR ITS LICENSORS OR SUPPLIERS, IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. MOOVPAY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF USER ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MOOVPAY’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, PERSONAL COMPUTERS, AND ELECTRONIC COMMUNICATIONS. MOOVPAY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. IN ADDITION, MOOVPAY RESERVES THE RIGHT TO UPGRADE, CHANGE, ADD, OR MODIFY THE SERVICES WITH OR WITHOUT NOTICE, AND WITHOUT PENALTY. IN ADDITION, MOOVPAY MAY AT ANY TIME, (A) INTERRUPT THE OPERATION OF THE SERVICES (OR ANY PORTION THEREOF) AS NECESSARY TO PERFORM ROUTINE OR NON-ROUTINE MAINTENANCE, ERROR CORRECTION, OR SIMILAR CHANGES, AND/OR (B) REVOKE OR SUSPEND USER’S ACCOUNT IN THE EVENT OF ANY SUSPECTED OR ACTUAL VIOLATION OF THIS AGREEMENT BY USER.
  2. MOOVPAY IS NOT INVOLVED IN ANY TRANSACTIONS BETWEEN YOU AND YOUR CARD SERVICES PROVIDERS, PROCESSOR OR ANY OTHER THIRD PARTY. AS A RESULT, MOOVPAY HAS NO CONTROL OVER THE TRUTH OR ACCURACY OF ANY STATEMENTS MADE BY ANY SUCH THIRD PARTY TO YOU, OR THE TIMELY PERFORMANCE OF SUCH THIRD PARTY’S OBLIGATIONS TO YOU. ACCORDINGLY, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE THIRD PARTIES, YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD MOOVPAY (AND MOOVPAY’S SUPPLIERS AND LICENSORS) HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
  3. YOU ACKNOWLEDGE THAT THE INTERNET CONSISTS OF MULTIPLE INTERCONNECTED NETWORKS THAT ARE INDEPENDENTLY OWNED AND THAT ARE NOT SUBJECT TO MOOVPAY’S CONTROL AND THAT MOOVPAY DOES NOT WARRANT THE SERVICES AGAINST FAILURE, MALFUNCTION, OR CESSATION OF INTERNET SERVICES OR CONNECTIVITY BY INTERNET SERVICE PROVIDERS OR ANY OF THE NETWORKS THAT MAKE UP THE INTERNET THAT MAY MAKE THE SERVICES TEMPORARILY OR PERMANENTLY UNAVAILABLE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES. SOLELY TO THE EXTENT APPLICABLE, THE WARRANTY DISCLAIMERS SET FORTH IN THIS SECTION AND THE LIMITATIONS OF LIABILITY IN SECTION 13 BELOW MAY NOT APPLY.

 

 

11.     LIMITATION OF LIABILITY; INDEMNIFICATION

11.1     LIMITATION OF LIABILITY

  1. IN NO EVENT WILL MOOVPAY (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, USE, OR DATA) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR CORRUPTION OF DATA, ERROR OR OMISSION IN THE SERVICES, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF MOOVPAY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
  2. THE TOTAL LIABILITY OF MOOVPAY (AND ITS LICENSORS AND SUPPLIERS) ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID BY YOU TO MOOVPAY IN THE THREE (3) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM.

11.2     Indemnification

You shall defend, indemnify, and hold harmless MOOVPAY and its affiliates, parents, and/or subsidiaries, and any of their officers, directors, agents and employees, from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’; fees and other litigation expenses) incurred by MOOVPAY, arising out of or relating to:

(a)        any breach or alleged breach by You of any of Your representations, warranties, or obligations set forth in this Agreement;

(b)        any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by You or any of Your employees, agents or customers;

(c)        the reliability, accuracy, or legitimacy of User Data submitted by You to MOOVPAY;

(d)        any alleged infringement of a patent, copyright, trademark or other intellectual property right resulting from Your actions;

(e)        claims by your customers, including, without limitation, claims relating to the disclosure of User Data; or

(f)         any alleged or actual violation by You of any applicable laws, regulations or any regulatory body or agency having jurisdiction over the subject matter hereof.

12.     General Provisions

12.1     Non-exclusivity

Each party acknowledges and agrees that the rights granted to the other party in this Agreement are non-exclusive, and that, without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit either party from participating in similar business arrangements as those described herein.

12.2     Notices

Any notice to be given under this Agreement must be given in writing and delivered either by hand, first class prepaid post or other recognized delivery service, by facsimile or by recognized email addresses to each party’s responsible contact person. Such written notice will be deemed given upon personal delivery, upon confirmation of receipt if sent by fax, or three (3) days after the date of mailing if sent by certified or registered mail, postage prepaid. Electronic mail notices shall be deemed given the next business day following the date delivered.

12.3     Assignment or Transfer

You may not assign or transfer any of its rights or obligations under this Agreement to any third party (including by operation of law or merger) without MOOVPAY’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void.

12.4     Waivers

Any waiver of the provisions of this Agreement must be in writing to be effective. If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable, then such part shall be severed from the remainder of the Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by Applicable Law. No failure or delay on the part of any party in exercising any right or remedy provided in this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy provided herein, at Law or in equity. Except as expressly provided herein, no remedy specified in this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other right or remedy provided herein or available at law or in equity.

  

12.5     Telephone Recording

You acknowledge, agree and consent to MOOVPAY monitoring and recording any customer service telephone conversations with You at any time, without additional further notice to the parties to such conversations.

12.6     Entire Agreement

This Agreement (including any and all exhibits attached hereto, which by this reference, are incorporated herein) constitutes the entire agreement between the Parties regarding the subject matter hereof, and it supersedes any and all prior agreements and understandings between the Parties, written or oral, not incorporated herein with respect to the subject matter of this Agreement. Except as otherwise set forth herein, this Agreement may not be changed unless mutually agreed upon in a writing signed by authorized representatives of both Parties. As used herein, the term “including” means “including without limitation”.

12.7     Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership or an agency relationship between the Parties. You acknowledge and agree that MOOVPAY’s service providers and partners in providing the Services are express third party beneficiaries of this Agreement, with the right to enforce MOOVPAY’s rights and remedies directly against You.

12.8     Severability

If any of the provisions of these Terms of Service are deemed invalid or unenforceable under an applicable law, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the Agreement will be construed as if not containing the particular invalid or unenforceable provision or provisions.

12.9     Survival

The provisions of this Agreement relating to any fees or other amounts owed, payment of interest on unpaid fees, confidentiality, warranties, limitation of liability, indemnification, governing law, severability, headings and this paragraph shall survive termination or expiration of this Agreement.

12.10   Governing Law, Venue

This Agreement, including any and all exhibits attached hereto (and by this reference, incorporated herein), shall be governed by and construed in accordance with the laws of the Republic of Singapore.

12.11   Contacting Us

If you have any questions about this Agreement, the Services, or MOOVPAY, please contact us at (65) 6771 9666. You may also email us at cs@moovpay.com.