Welcome to Quolaborate (www.quolaborate.com), an internet platform (and all it’s associated platforms, the “Platform”) that is owned and operated by Quolaborate Pte Ltd, collectively “Quolaborate”, “we”, “our”, or “us”). The platform in these Terms of Use references to links contained within or otherwise available through external hyperlinks within the Platform.

Your use of the Platform and the purchase by you of services (“Services”) offered by listed merchants and Vendors (collectively, “Vendors”) through the Platform are expressly subject to these Terms of Use. You must agree to these Terms of Use to use the Platform and to purchase Services through the Platform. These terms of use also contain very important provisions limiting our liability to you.

Please read these terms of use carefully. If you do not agree to any part of these terms of use, you should not proceed with any transaction (including submitting any information about yourself) on the Platform. Your use of the Platform (which includes signing up for an account on the website and requesting for services to be performed through the website and/or (if you are a Vendor) agreeing to provide services through the website) indicates your agreement to these terms of use.

1. Services

Quolaborate’s proprietary platform allows Vendors to quote to perform Services that clients have posted (“Clients”) and to provide Clients a high quality level of service according to the specifications and standards required by the Client.

2. Permitted Use Policy

As a condition of your use of the Platform, you agree that:

(a)        you are an individual and are at least 18 years of age;

(b)        you have the authority and capacity to enter into a binding legal obligation;

(c)        your use of the Platform will at all times comply with these Terms of Use;

(d)        if you elect to create an account on the Platform:

(i)         you may create only one account for your personal use; (should we have this or constrain with business purposes only?)

(ii)        you may only make legitimate purchases for Services that comply with the letter and spirit of the terms of the respective offers by the Vendors; and

(iii)       you must safeguard your password and supervise the use of your account, and understand and agree that you are responsible for your own use and the use of your account by anyone you allow to access it;

(e)        you represent that you have the right to provide any and all information you submit to the Platform, that the information is only about yourself, and that all such information is accurate, true, current and complete;

(f)         if you are accessing the Platform in Singapore and/or are subject to the provisions of the Personal Data Protection Act 2012 (Act 26 of 2012) of Singapore (the “PDPA”), you agree that Quolaborate is authorised to collect, use and/or disclose any personal data (as defined in the PDPA) concerning you which may be provided by you in accordance with the purposes set out in these Terms of Use and in our Privacy Policy (as may be updated and posted on the Platform from time to time), and consent to such collection, use and/or disclosure;

(h)        you are aware that correspondence to Quolaborate will be recorded for training, quality and archival purposes.

3. Availability of the Platform

3.1 You acknowledge and accept that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Platform accessible, the Platform may be unavailable from time to time for any reason including, without limitation, routine maintenance or upgrading. You understand and acknowledge that due to circumstances both within and outside of our control, access to the Platform may be interrupted, suspended or terminated at any time, without prior notice to you. We retain the right, at our sole discretion, to deny service or access to the Platform to anyone or any account, at any time and for any reason as we may in our discretion deem to be appropriate.

3.2 We reserve complete and sole discretion with respect to the operation of Platform. This means that we may, amongst other things:

(a)        delete any email or private message if it has not been accessed by an Clients within the time established by our policies in force from time to time;

(b)        make available to third parties information relating to the Platform and Clients;

(c)        withdraw, suspend or discontinue any functionality or feature of Platform; and

(d)        review forums, user comments and chats and authorise restrictions or prohibitions on access thereto.

4. Ownership of the Platform

Quolaborate grants Clients and Vendors a revocable licence to use the Platform, and does not sell or otherwise grant to Clients the right to use the Platform. As such, continued use by Clients and Vendors of the website is always subject to Quolaborate’s approval. The content and information on the Platform, as well as the infrastructure supporting the Platform, and all materials therein or transferred thereby and all intellectual property rights related thereto, are the exclusive property of Quolaborate. Except as explicitly provided herein, nothing in these Terms of Use shall be deemed to create a licence in or under any such intellectual property rights and you agree not to modify, adapt, edit, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products or services obtained from or through the Platform.

5. Transmission of Information

Because we do not control the security of the Internet or other networks you use to access the Platform or communicate with us, we can’t be, and are not responsible for, the security of information that you choose to communicate with Quolaborate and the Platform while it is being transmitted. In addition, Quolaborate is not responsible for any data lost during transmission.

6. Your Conduct on the Platform

The Platform is Quolaborate’s private property. All interactions on the Platform must be lawful and must also comply with these Terms of Use. To the extent your conduct (as judged by us in our sole discretion), restricts or inhibits any other user from using or enjoying any part of the Platform, we may limit your privileges on, or access to, the Platform and/or seek other remedies which may be available to us. Please do not engage in the following activities – they are prohibited on the Platform and constitute express violations of these Terms of Use:

(a)        submitting any purposely inaccurate information, committing fraud or falsifying information in connection with your Quolaborate account or in order to create multiple Quolaborate accounts;

(b)        attempting to, or actually accessing data not intended for you, such as logging into a server, module or an account which you are not authorised to access or which is not meant for you to access;

(c)        attempting to scan, or test the security or configuration of the Platform or to breach security or authentication measures without proper authorisation;

(d)        tampering or interfering with the proper functioning of any part, page or area of the Platform and any and all functions and services provided by Quolaborate;

(e)        attempting to interfere with service to any user in any manner, including, without limitation, by means of submitting a virus to the Platform, or attempts at overloading, “flooding”, “spamming”, “mail bombing” or “crashing” the Platform;

(f)         disseminating or transmitting material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious;

(g)        disseminating, storing or transmitting files, graphics, software or other material that actually or potentially infringes the copyright, trade mark, patent, trade secret or other intellectual property right of any person;

(h)        using the Platform or any of its contents to advertise or solicit, for any other commercial, social, political or religious purpose, or to compete, directly or indirectly with Quolaborate;

(i)         reselling or repurposing your access to the Platform or any purchases made through the Platform;

(j)         using the Platform or any of its resources to solicit Clients, Vendors or other business partners of Quolaborate to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Quolaborate, including without limitation, aggregating current or previously offered service offerings;

(k)         using any Client or Vendor information from the Platform for any commercial purpose, including, but not limited to, marketing;

(l)         accessing, monitoring or copying any content or information from the Platform using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;

(m)       violating the restrictions in any robot exclusion headers on the Platform or bypassing or circumventing other measures employed to prevent or limit access to the Platform;

(n)        taking any action that places excessive demand on our services, or imposes, or may impose an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);

(o)        aggregating any live or post-feature content or other information from the Platform (whether using links or other technical means or physical records associated with purchases made through the Platform) with material from other sites or on a secondary site without our express written permission.

(p)        deep-linking to any portion of the Platform without our express written permission;

(q)        acting illegally or maliciously against the business interests or reputation of Quolaborate, any Vendor, any Client, any Services or the services provided through the Platform (including posting reviews which are, in our sole discretion, purposefully malicious, frivolous and/or baseless);

(r)         hyperlinking to the Platform from any other website without our initial and ongoing consent; or

(s)         engaging in any other activity deemed by us to be in conflict with the spirit or intent of these Terms of Use.

7. Creating an Account on the Platform.

If you create an account on the Platform, you may only create and hold one (1) account that you are solely responsible for managing. Your account is non-transferrable and may not be sold, combined or otherwise shared with any other person. If you violate any of these terms, we may terminate your account and, without limitation, you may forfeit any amount due to be credit to you under or in respect of your account. If we terminate your account, you may not re-enrol or join under a new account unless we formally approve this (including re-enrolling or joining with a different email account or under a different name). If you commit fraud or falsify information in connection with your use of the Platform or in connection with your Quolaborate account, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, to pursue any action which is available to us (including the use of any available legal remedies) and to notify your Internet Vendor of any fraudulent activity we associate with you or your use of the Platform.

8. Information on the Platform

We do not control information provided or posted by Clients and Vendors. You may find other Clients’ and Vendors’ information to be inaccurate, harmful or offensive. By using the Services you assume all of the risks associated with the use of the Platform and the Vendors and you agree to accept such risks and agree that Quolaborate is not responsible for the acts or omissions of any Client or Vendor. Notwithstanding the foregoing, we reserve the right to edit or remove any content placed on the Platform, including any material, comments or reviews which we consider in our sole discretion to be harmful, offensive, deceptive and/or unlawful.

9. Links to Third Party Sites

We don’t have control over websites that Quolaborate may link to. Quolaborate may contain links to third party websites that are not owned, operated, or controlled by Quolaborate. Therefore, we cannot and do not assume responsibility for the content, privacy policies, or practices of such websites or the companies that own them. Additionally, we cannot and will not censor or edit the content of any third party site. By using Quolaborate you expressly relieve us from any and all liability arising from your use of any third party website.

10. Intellectual Property

10.1 Ownership

(a)        Everything located on or in the Platform is the exclusive property of Quolaborate or is being used with permission. Any copying, distributing, transmitting, posting, linking, deep linking, or otherwise modifying of the Platform or microsites within the Platform without our express written permission is prohibited. Any violation of this requirement may result in a copyright, trade mark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

(b)        The Platform and any microsite within the Platform contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Platform are protected by copyright. Quolaborate owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. You may download, print, and/or save copyrighted material for your personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of Quolaborate or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, you will make independent attribution and/or agree to make no changes in or deletion of any author attribution, trade mark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

(c)        You will not upload, post or otherwise make available on the Platform any material protected by copyright, trade mark or other proprietary right without the express permission of the owner of the copyright, trade mark or other proprietary right. Quolaborate does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of the Platform, you warrant that the owner of such material has expressly granted Quolaborate a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other Clients to access, view, store or reproduce the material for that Client’s personal use. You also grant Quolaborate the right to edit, copy, publish and distribute any material that you make available on the Platform.

10.2 Copyright Policy

Quolaborate reserves the right to terminate its agreement with you or any other user of the Platform who infringes third-party copyright. If you believe that any material has been posted on or through the Platform by any person in a way that constitutes copyright infringement, you shall provide Quolaborate with the following information:

(a)        an electronic or physical signature of the person authorised to act on behalf of the owner of the copyrighted work;

(b)        an identification of the copyrighted work and the location on the Platform of the allegedly infringing work;

(c)        a written statement that you have a good faith belief that the disputed use is not authorised by the owner, its agent, or the law;

(d)        your name and contact information, including telephone number and e-mail address; and

(e)        a statement by you that the above information in your notice is accurate and that you are the copyright owner or authorised to act on the copyright owner’s behalf.

Contact information for Quolaborate’s claims of copyright infringement is: [email protected].

IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ AGREED PRICE.

Please note that this procedure is exclusively for notifying Quolaborate and its affiliates that your copyrighted material has been infringed.

Quolaborate has adopted a policy of terminating, in appropriate circumstances, users of the Platform who are deemed to be repeat infringers. Quolaborate may also at its sole discretion limit access to the Platform and/or terminate the accounts of any user of the Platform who infringes any intellectual property rights of others, whether or not there is any repeat infringement.

11. Disclaimer of Warranty

11.1 You expressly agree that use of the Platform is at your own risk. To the maximum extent permitted by applicable law, you agree that the Services provided on and through the Platform are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, neither Quolaborate, its subsidiaries, affiliates or any of their respective staff members, agents, Vendors, third-party content providers or licensors, or any of their officers, directors, staff members or agents, warrant that use of the Platform will be uninterrupted or error free; nor do they make any warranty as to (a) the results that may be obtained from use of the Platform, or (b) the accuracy, reliability or content of any information or any Service provided or contract through this site. The Platform is made accessible on an “as is” and “as available” basis. Quolaborate hereby disclaims any representations, warranties and conditions, whether express or implied, including those to title non-infringement, merchantability, and fitness for a particular purpose.

QUOLABORATE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A VENDOR THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND QUOLABORATE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THE VENDOR.

11.2 The information presented or contained in the Platform is presented for informational purposes only. No information, whether oral or written, obtained by an Client from a Vendor, or by a Vendor from an Client, or in relation to any Service will create any warranty not expressly stated in this agreement.

11.3 Each Client hereby agrees and understands that:

(a)        Quolaborate does not provide, or offer to provide, negotiate or attempt to negotiate, the provision of any Service, and the provision and offer to provide Services is undertaken solely by Vendors;

(b)        information about a particular Service is provided directly by the relevant Vendor and not by Quolaborate; Quolaborate does not engage in reviewing information relating to a Service or potential Service provided by a Vendor in any manner;

(c)        the decision to purchase a Service is entirely in the Client’s discretion and Quolaborate does not induce or attempt to induce any Client to purchase any Service;

(d)        the price proposed by Vendor to a Client for the provision of any Service may exclude any applicable goods and services, value added or other consumption tax, but the Agreed Price will include any and all applicable taxes and other charges; and

(e)        Quolaborate does not guarantee any price or Service offered by a Vendor.

11.4 Quolaborate makes no representations that the Platform is appropriate or available for use in jurisdictions other than the locations in which the Services are offered. Those who access or use the Platform from other jurisdictions do so at their own volition and are responsible for compliance with local laws.

12. Dispute Resolution

12.1 Mediation

(a)        We will make every commercially reasonable effort to resolve any disagreements that you have with Quolaborate. If those efforts fail, by using the Platform you agree that, in relation to any claim, dispute, or controversy you may have against Quolaborate arising out of, relating to, or connected in any way with these Terms of Use, the Platform or the purchase or sale of any Service, including any question regarding the existence, validity or termination of these Terms of Use (a “Dispute”), you will not proceed to any form of dispute resolution unless you have made reasonable efforts to resolve the same through mediation in accordance with the Mediation Procedure of the Singapore Mediation Centre for the time being in force. If we receive a notice for mediation from you (or you receive a notice of mediation from us), we or you (as the case may be) will consent to and participate in the mediation process or shall be deemed to be in breach of these Terms of Use.

(b)        If the mediation referred to in paragraph (a) above fails as determined by the Singapore Mediation Centre, a Dispute shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The arbitral tribunal shall consist of one arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English.

12.2 Choice of law for dispute resolution provisions

Clause 12.1 is governed by and shall be construed in accordance with, Singapore law.

13. Client Communications

Quolaborate may allow you and other Clients to use the Platform to express opinions and communicate through forums, bulletin boards, discussion groups, chat rooms, ratings, reviews, or other communication facilities that may be offered on or through the Platform from time to time (collectively “Communities”). Quolaborate shall have the right, but not the obligation, to monitor the content within the Communities at any time, for any reason, including to determine compliance with these Terms of Use and any operating rules established by Quolaborate, as well as to satisfy any applicable law, regulation or authorised government request. Without limiting the foregoing, Quolaborate shall have the right, but not the obligation, to remove any material from the Communities that Quolaborate, in its sole discretion, finds to be in violation of these Terms of Use or otherwise objectionable. Any opinions, advice, ratings, reviews, discussions, comments, and/or other messages or postings of any kind made by you or any other Client to the Communities (collectively, “Statements”), are those of the respective author(s) or distributor(s) and not of Quolaborate.

14. Public Nature of Your Statements

You understand and agree that all Statements, any comments or reviews you post on the Platform, and any information contained in a Vendor’s information profile are public and not private. Any other person (whether or not a user of Quolaborate’ Services) may read your Statements without your knowledge. Please do not include any Personal Information (as defined in our Privacy Policy) in your Statements. Quolaborate does not control or endorse any Statement found in any part of the Communities, and we specifically disclaim any liability concerning the Statements and the Communities and any actions resulting from your participation in any part of the Communities, including any objectionable content. Any Statements you post to or on the Platform are not confidential. By placing any information or other material in Communities (including but not limited to posting messages, uploading files, inputting data or engaging in any other form of communication), you automatically grant (or warrant that the owner of such content has expressly granted) to Quolaborate a perpetual, royalty- free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sub-license, reproduce, distribute, redistribute, modify, summarise, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit to the Communities alone or as part of other works in any form, media, or technology whether by any means and in any media now known or hereafter developed and to sub-license such rights through multiple tiers of sub-licenses.

15. Feedback

You may choose to or we may invite you to submit comments or ideas about any Services received by you or relating to the Platform, including without limitation about how to improve the Services you received or the Platform (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Quolaborate under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Quolaborate does not waive any rights to use similar or related ideas previously known to Quolaborate, or developed by its staff members, or obtained from sources other than you.

16. License Grant

By posting Statements or other information on or through the Communities, you grant Quolaborate a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, summarise, publish, edit, translate, distribute, perform, and display the Statements alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sub-license such rights through multiple tiers of sub-licensees. Your license of any Statements or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation.

17. Indemnity

You agree to defend, indemnify and hold harmless Quolaborate and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their staff members, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to solicitors’ fees on a full indemnity basis) arising out of or related to: (a) your use of the Platform and any Service, including any data or content transmitted or received by you; (b) your violation of any term of these Terms of Use, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights of any person; (d) your violation of any applicable law, rule or regulation; (e) user content or any other information or content that is submitted through your account including (without limitation) misleading, false or inaccurate information; (f) negligent or wilful misconduct; or (g) any other party’s access and use of the Platform with your unique username, password or other appropriate security code.

18. Termination

Quolaborate may terminate these Terms of Use at any time, or suspend access to the Platform immediately, without prior notice or liability, if you breach any terms of these Terms of Use or for any other reason. Without limiting the foregoing, Quolaborate shall have the right to immediately terminate or suspend any of your passwords or your account in the event Quolaborate considers, in its sole discretion, any of your conduct to be unacceptable, or in the event you breach these Terms of Use. Notwithstanding the above, these Terms of Use will survive termination of these Terms of Use.

19. Choice of Law

These Terms of Use are governed by, and shall be construed in accordance with, Singapore law.

20. Miscellaneous Provisions

20.1 No waiver by either you or Quolaborate of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under these Terms of Use. The clause headings used herein are for convenience only. If any provision of these Terms of Use is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining portions of these Terms of Use shall continue in full force and effect.

20.2 In accordance with the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, you agree that these Terms of Use apply equally to and are for the benefit of Quolaborate and its holding company(ies), subsidiaries, associated companies or organisations (whether incorporated or not), affiliates partners, officers, directors, staff members, shareholders and agents, and each shall have the right to assert and enforce such provisions directly or on its own behalf.

20.3 The failure of either party to exercise in any respect any right provided in these Terms of Use will not be deemed a waiver of such rights.

20.4 If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable.

20.5 These Terms of Use, and any rights and licenses granted hereunder, or any obligations in respect of them, are not assignable, transferable or sub-licensable by you except with Quolaborate’ prior written consent, but may be assigned and/or transferred and/or licensed by Quolaborate without restriction and you hereby give your irrevocable consent to such assignment and/or transfer and/or licence or sub-license by Quolaborate. Any attempted transfer or assignment in violation hereof shall be null and void.

20.6 You agree that these Terms of Use, along with Quolaborate’ Privacy Policy, Vendor Agreement (in the event you are also a Vendor) and any other legal notices published by Quolaborate on the Platform, are the complete and exclusive statements of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter hereof, and that all modifications must be in a writing signed by Quolaborate, except as otherwise provided herein.

20.7 No relationship of trust, agency, partnership, joint venture, or employment is created as a result of these Terms of Use and you do not have any authority of any kind to bind Quolaborate in any respect whatsoever.