Terms & Conditions
Effective date: February 2019
By your (or where Clause 1.1.2(iii) applies, your child’s or ward’s) access of this Site and/or use of the Services, you hereby agree to be legally bound by these Website Conditions. If you do not accept these Website Conditions, please leave the Site and discontinue use of the Services immediately.
1.1 You hereby represent and warrant that:
1.1.2 you are at least 18 years old and have the necessary legal capacity, right, power and authority to agree to these Website Conditions and you are either:
(i) accessing this Site, using the Services and contracting in your own personal capacity;
(ii) accessing this Site, using the Services and contracting on behalf of a corporate entity; or
(iii) contracting as parent or guardian of a child or ward who is less than 18 years old and who is accessing this Site and using the Services, in which event you agree as his/her parent/guardian, both in your personal capacity and on behalf of your child/ward, to be bound by these Website Conditions and to be liable for your child’s or ward’s acts and omissions while accessing the Site and/or using the Services, and you also agree to ensure that your child or ward observes these Website Conditions;
1.1.3 you are authorised to bind the entity (yourself or your corporate entity) on whose behalf you are contracting and such entity agrees to be bound by these Website Conditions; and
1.1.4 all of the information provided by you to SoApp (including without limitation personal particulars and contact information) is accurate and complete.
1.2 SoApp reserves the right to change, modify, suspend or discontinue the whole or any portion of the Services or Site at any time. SoApp may also impose limits on certain features or restrict your access to parts or the entire Services or Site without notice or liability.
1.3 SoApp may from time to time vary or amend these Website Conditions by posting the amended Website Conditions at this Site. Any use of the Services after the amendment of these Website Conditions will be deemed to be acceptance of the amended Website Conditions by you. If you do not agree to the amended Website Conditions, you have the right to close your Account and/or cease using the Services.
2.1 In this Agreement, the following definitions shall apply unless the context does not permit such application:
“Account” means a registered account of a Member opened under this Site;
“Associates” means, in relation to a party, its advisers, agents, consultants, directors, employees, officers, shareholders, vendors or other representatives and companies under common Control;
“Computer” means your computer, notebook computer, personal digital assistant, mobile phone or other electronic device used to access this Site or the Services;
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of securities, by contract or otherwise, which power shall conclusively be presumed to exist with respect to a corporation upon possession of the right to exercise, directly or indirectly, more than 50% of the voting rights attributable to the shares of such corporation or to control the composition of the board of directors or similar body of such corporation, and “Controlled by”, “Controlling” and “under common Control with” shall be construed accordingly;
“Content” means materials, information, news, advertisements, listings, data, input, text, songs, audio, video, pictures, graphics, software, blogs, webcasts, podcasts, broadcasts, messages, software, comments, suggestions, ideas and other content;
“Linked Sites” is defined in Clause 13;
“Member” means a registered member of the Site;
“Personal Data” means, data, whether true or not, about an individual who can be identified from that data or from that data and other information to which a party has or is likely to have access;
“Servers” means the computer software, systems and servers hosting, operating, managing, providing or contributing to the Site and the Services;
“Services” is defined in Clause 3.2;
“Site” means the SoApp website containing the link to these Terms & Conditions;
“SoApp Content” means all Content of SoApp that is made available on or via this Site or a SoApp website;
“Subscription Service” is defined in Clause 4;
“Third Party Products” means products and services of third parties, including other users, advertised on or available at the Site or websites linked from the Site;
“Third Party User Content” means all User Content which is not created, transmitted, posted or uploaded by you; and
“User Content” means all Content on this Site which is created, transmitted, posted or uploaded by a user of the Site.
2.2 The words “include” and “including” shall not be construed as having any limiting effect.
2.3 The headings in this Agreement do not have any legal effect nor shall they affect the construction of this Agreement in any way.
3. Site and Services
3.1 The Site is owned and maintained by SoApp.
3.2 SoApp may offer one or more of the following services on or through the Site (each a “Service” and collectively the “Services”):
a. access to a collection of information, graphics, images, videos, audio files and other types of works, including other content of SoApp;
b. message boards, forums, blogs, communication tools; and
c. any other features, content or applications that SoApp may offer on or through the Site from time to time in its sole and absolute discretion.
3.3 You acknowledge and agree that to access and use certain Services, you will be required to register as a Member and shall be bound to strictly comply with these Website Conditions.
3.4 You agree that SoApp shall be entitled at any time, in its sole and absolute discretion and without prior notice, to add to and vary the operation of the whole or any part of the Site or Services without assigning any reason and in any such event, SoApp shall not be liable for any loss, liability or damage which may be incurred as a result.
4. Subscription Service
4.1 Users may only access three (3) free articles on the Site per month. To gain unlimited access to all Services on the Site, you must register for an Account and sign up for SoApp’s subscription service (“Subscription Service”).
4.2 SoApp does not guarantee that its content will remain available as a Subscription Service. SoApp reserves the right to alter the Subscription Service, the types of services offered on or via the Site, the subscription period and the fees for such Subscription Service.
4.3 You agree to pay any subscription fees and other charges for the Subscription Service at the rates in effect when the fees and charges are incurred (“Fees”). All paid Fees are non-refundable, even if your subscription is terminated before its expiration date. In the event of any cancellation or early termination of the Subscription Service by you, you agree to pay SoApp the unpaid balance of the Fees.
4.4 Unless otherwise indicated, the Subscription Service will automatically renew for further period(s), each equivalent to the duration of the contracted subscription period (each a “Renewal Term”), and you agree to be charged the Fees for the Renewal Term.
4.5 You may cancel the Subscription Service at any time and/or [disable automatic renewal at any time prior to renewal using your account settings]. [*SoApp, please confirm if Members can disable automatic renewal through their Account.] You expressly grant SoApp the right to charge you for each automatic renewal unless you timely disable automatic renewal.
4.6 Except when required by law, SoApp shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable, even if your subscription is terminated before its expiration. You authorize SoApp to charge you all subscription fees for the duration of the term agreed to at the time of purchase. In the event that SoApp determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase.
4.7 Your application for the Subscription Service is subject to our acceptance. SoApp will endeavour to process your subscription promptly but does not guarantee that the Subscription Service will be available to you by any specified time, even if an estimated time is indicated. [A contract with you for receipt of the Subscription Service will come into effect only when SoApp sends you an email confirming your subscription.] [*SoApp, please confirm.]
5. User Name, Password and Account Information
5.1 You agree that your Account is for your sole, personal use (or that of the entity on whose behalf you are entering into these Website Conditions). You hereby agree not to:
a. share with or permit others to use your Account or Password (defined in Clause 5.3); or
b. assign or otherwise transfer your Account to any other person or entity.
You acknowledge and agree that any unauthorised sharing or disclosure of your Password by you will cause wrongful loss to SoApp and constitutes an offence under Section 8 of the Computer Misuse Act (Cap. 50A).
5.2 You shall provide SoApp with accurate, complete, and up-to-date Account information and further ensure that the information is kept updated and remains current, accurate and complete. Failure to do so shall constitute a breach of these Website Conditions, which may result in the restriction, suspension or immediate termination of your Account.
5.3 As part of the registration process for the Account, you will select a password (“Password”) and user name (“User Name”). You may not:
a. select or use a User Name of another person with the intent to impersonate that person;
b. use a name subject to the rights of any other person without authorisation; or
c. use a User Name that SoApp, in its sole discretion, deems inappropriate or offensive.
5.4 You shall promptly notify SoApp of any known or suspected unauthorised use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your Password. You shall be solely responsible for safeguarding and maintaining the confidentiality of your User Name and Password.
5.5 You shall be bound by and responsible for, and SoApp shall be entitled to rely on, all communications transmitted through the use of your User Name and Password, and all such communications shall be deemed to be communications made and issued by you.
5.6 You shall be responsible for all User Content, messages, and all online activity at the Site transmitted or conducted through the use of your User Name and Password.
5.7 SoApp shall have no responsibility or liability for any loss, damage, cost, expenses, or liabilities arising as a result of or in connection with the wrongful or fraudulent use of your User Name and Password.
5.8 You agree that SoApp reserves the right to change or re-assign User Names and/or Password(s) at its sole discretion by giving you notice. SoApp shall not be liable for any loss, damage, cost or expense incurred by you as a result of such change or re-assignment.
6.1 In order to subscribe to a Subscription Service, you must provide us with complete and accurate payment information.
6.2 By submitting credit card and/or other payment details to SoApp you warrant that you are entitled to purchase the Subscription Service using those payment details. In the case of unauthorised payments, SoApp reserves the right to suspend or terminate your access to the Subscription Service. If we do not receive payment authorisation or any authorisation is subsequently cancelled, we may immediately terminate or suspend your access to the Subscription Service.
6.3 If your transaction results in an overdraft or other fee from your bank, you alone are responsible for that fee.
6.4 SoApp will charge you in Singapore Dollars unless otherwise notified to you and any applicable taxes shall be payable by you. If SoApp is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where SoApp or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.
7.1 SoApp may offer the use of any Service, subject to payment of the Fees as reflected and updated on the Site from time to time. If you wish to use such Service, you shall make full and prompt payment to SoApp of the Fees in accordance with the payment terms specified by SoApp at the point of transaction.
7.2 You acknowledge and agree that SoApp in its sole and absolute discretion, may now or in the future impose a fee or vary any fee for any Service by notifying you and/or updating the Site.
7.3 In the event that any fee for any Service is stated erroneously on the Site or otherwise, as determined in the sole discretion of SoApp, SoApp:
a. shall not be obliged to provide the Service to you at the erroneous fee; and
b. shall be entitled to rectify such error by giving you written notice of the error and of the correct fee.
8. Permission to use content submitted
8.1 You may:
a. request that certain topics be researched and published by SoApp; and/or
b. submit any Content to SoApp, including but not limited to photographs and stories related to SoApp’s Content.
(collectively, “User Content”.)
8.2 When you submit such User Content to SoApp, you agree:
a. to grant SoApp with a non-exclusive, transferable, sub-licensable, royalty-free and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of the User Content; and
b. that SoApp has the sole and absolute discretion to decide on the direction, usage and eventual publication of the User Content.
9. Content Use Conditions
9.1 You may not reproduce, modify, adapt, translate, publish, display, communicate, transmit, broadcast, podcast, webcast, distribute, sell, trade or exploit for any commercial or other purposes, any portion of, or any access to:
a. any Service;
b. the Site;
c. any SoApp Content except, to the extent permitted, with the prior written consent of SoApp; or
d. any Third Party User Content except, to the extent permitted, with the prior written consent of SoApp and the owner or licensee of the specific User Content.
9.2 Without prejudice to the generality of Clause 9.1, you agree not to share, reproduce, display or otherwise provide access to the Services, SoApp Content, or Third Party User Content on another website or server, for example through framing, mirroring, linking, spidering, scraping or any other technological means (including any technology available in the future), without crediting SoApp.
9.3 You may for your personal, non-commercial use:
a. retrieve and display SoApp Content on any compatible device owned by you;
b. print a single copy of SoApp Content on paper (but not photocopy them); and
c. store such SoApp Content in electronic form on disk or on a mobile device owned by you (but not on any server or other storage device connected to a network).
9.4 All SoApp Content are the copyrighted work of SoApp or its content or software providers, and SoApp reserves and retains all rights in the SoApp Content. Use of some SoApp Content may be governed by the terms of an accompanying end user license agreement.
9.5 You may not decompile, reverse engineer or otherwise attempt to discover the source code of any SoApp Content available on the Site or through a Service except under the specific circumstances expressly permitted by law or SoApp in writing.
10. Intellectual Property
10.1 The copyright, patents, trade marks, registered designs and all intellectual property rights in the Services, the Site, and all SoApp Content, including without limitation the copyright in the compilation of all User Content, shall vest in and remain with SoApp.
10.2 The trademarks, logos and service marks (“Marks”) displayed on this Site are the property of SoApp or other third parties, and all rights to the Marks are expressly reserved by SoApp or relevant third parties. You are not permitted to use any Marks without the prior written consent of SoApp or such third party. SoApp and its subsidiaries reserve all rights to enforce their intellectual property rights to the fullest extent of the law. The name of SoApp or any other Marks may not be used in any way, including in any advertising or publicity, or as a hyperlink without prior written permission of SoApp.
10.3 The domain name on which the Site is hosted on is the sole property of SoApp and you may not use or otherwise adopt a similar name for your own use.
10.4 If you have any questions or concerns about these Website Conditions or any issues raised in these Website Conditions or on the Site, please contact us at: [*email].
11. Online Conduct
11.1 You hereby undertake:
a. to comply with these Website Conditions, and such other notices or guidelines that may be posted on the Site by SoApp from time to time (which are hereby incorporated by reference into these Website Conditions);
b. not to use any Service or SoApp Content for any unlawful purpose, and to comply with all applicable laws and regulations, including without limitation, copyright law;
c. not to hack into, interfere with, disrupt, disable, over-burden or otherwise impair the proper working of the Site, Services or Servers, which shall include but is not limited to denial-of-service attacks, spoof attacks, session hacking, sniffing, tampering, reverse engineering or reprogramming; and
d. not to use the Account of another Member at any time, whether with or without his/her permission.
12. Disclaimers & Limitations
12.1 The SoApp Content is provided for informative purposes and on an ‘as is’, ‘as available’ basis only without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, SoApp disclaims all warranties, express or implied, including, but not limited to, implied warranties of satisfactory quality, merchantability or fitness for a particular purpose, compliance with description, or the warranty of non-infringement. Without limiting the foregoing, SoApp does not warrant that the functions contained in or access to the Site, Services, SoApp Content or other content will be timely, uninterrupted or error-free or without omission, that defects will be corrected, or that the Site, Services, SoApp Content or the Servers are free of viruses or other harmful components, or that the download, installation or use of any SoApp Content in or with any Computer will not affect the functionality or performance of the Computer. SoApp does not warrant or make any representations regarding the use or the results of the use of the SoApp Content, the Services, the Site or the Servers in terms of their correctness, accuracy, completeness, reliability, or otherwise. You (and not SoApp) assume the entire cost of all necessary servicing, repair, or correction, including any defect, problem or damage in any Computer. You agree not to hold SoApp liable for the loss of any of your User Content that is due to any circumstances beyond the control of SoApp.
12.2 The data and information made available on the Site are of a general nature and do not purport, and shall not in any way be deemed, to constitute an offer or provision of any professional or expert advice. Some Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such context, you are solely responsible for obtaining any additional clearances thereby required.
12.3 SoApp does not warrant that the Content, SoApp websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely with you.
12.4 You should at all times consult a qualified expert or professional adviser to obtain advice and independent verification of the information and data contained herein before acting on it. No information shall constitute any form of advice, inducement, invitation or recommendation relating to any of the products listed or referred to. Any arrangement made between you and a third party named on or linked to from these pages is at your sole risk and responsibility. SoApp does not sponsor, endorse or promote any products, services or information.
12.5 You acknowledge that it is not SoApp’s policy to exercise editorial control over, and to review, edit or amend any data, information, materials or contents of any User Content, posting, email or any information that may be inserted or made available on the Site by other users of the Services and that SoApp does not endorse and shall not be responsible for any such content.
12.6 You acknowledge and agree that SoApp does not endorse or recommend, is not an agent, reseller or distributor of, and has no control over Third Party Products, and SoApp hereby expressly disclaims all liabilities and responsibilities arising in relation to any Third Party Products whether available or advertised via the Site or on Linked Sites.
12.7 You agree that all statements, offers, information, opinions, materials and Third Party Products, from other users and from advertisers and other third parties on this Site should be used, accepted and relied upon only with care and discretion and at your own risk, and SoApp shall not be responsible for any loss, damage or liability incurred by you arising from such use or reliance.
12.8 You also acknowledge and agree that some Services may enable other users to upload User Content to the Site, and that some of these may be offensive, annoying, unlawful, in breach of these Website Conditions, contain viruses or cause you damage. While we may remove any such User Content brought to our notice at our sole and absolute discretion, you acknowledge and agree that we cannot be responsible or liable for any User Content, and you agree to exercise access and use User Content only at your own risk and with care and discretion.
12.9 You agree that access to or the operation of the Site, Servers and/or the Services may from time to time be interrupted or encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors, and in any such event, SoApp shall not be liable for any loss, liability or damage which may be incurred as a result.
12.10 In no event shall SoApp or its Associates be liable to you for any damages, losses, expenses, liabilities under any causes of action (whether in contract or tort including, but not limited to negligence, or otherwise) caused through the use of, or the inability to use, the SoApp Content, User Content, Services, Third Party Products, any Computers, the Site, or any other website. In the event that SoApp is liable for damages despite the foregoing provision, you agree that SoApp’s aggregate liability to you for any and all causes of action in relation to the SoApp Content, Services, Site, and the Agreement, shall not exceed the total amount of fees and charges paid by you for the Services to SoApp for the [*one (1) month] period immediately preceding the time such liability arose.
12.11 Under no circumstances, including, but not limited to, negligence, shall SoApp or its Associates be liable for any indirect, special, consequential, or incidental damages that result from the use of, or the inability to use, the SoApp Content, Services, Site, or any other website, even if SoApp or a SoApp authorised representative has been advised of, or should have foreseen, the possibility of such damages.
12.12 To the maximum extent permitted by applicable law, each of SoApp and its Associates disclaims all liability for any direct, incidental or consequential damage or loss suffered by you that may result from the collection, use or disclosure of your Personal Data, including but not limited to any loss of, or any inability to retrieve, any Personal Data, howsoever caused, or any inaccuracy in the Personal Data presented, used or transmitted.
12.13 You agree that the above exclusions and limitations of liability enable the Services and the SoApp Content to be provided by SoApp at either reasonable costs or no costs to you.
13. Linked Sites
13.1 SoApp may provide links to other sites (“Linked Sites”) that may be of relevance and interest to users. SoApp has no control over, and is not responsible for the content on the Linked Sites or for any damage you may incur from the Linked Sites (including any virus, spyware, malware, worms, errors or damaging material contained in the Linked Sites) or the availability of any content on the Linked Sites, and you hereby irrevocably waive any claim against us with respect to the Linked Sites.
14. Data Use & Privacy
15. Suspension and Termination of Account
15.1 You agree that SoApp has the right in its sole and absolute discretion and without notice to restrict, suspend, or terminate your Account and/or your access to all or any part of the Site or Services, without assigning any reason.
15.2 Without prejudice to the generality of the above, SoApp reserves the right to deactivate your Account if it has been inactive for a period of [twelve (12) months] or more, or if you are in breach of any of our Website Conditions or if SoApp reasonably believes that you have been using the Account for unlawful and/or undesirable activities.
15.3 You agree not to hold SoApp liable or responsible for any loss or damage incurred by you arising out of or in connection with the suspension and/or termination of your Account, provided that there was no fraud, gross negligence or wilful default on SoApp’s part.
16. Notification of Infringement
16.1 SoApp reserves the right to investigate notices of copyright, trademark and other intellectual property infringement (“Infringement”) in respect of SoApp Content, User Content and other material on the Site (“Infringing Material”) and take appropriate action. If you believe that your work has been used or copied in a way SoApp constitutes Infringement and such Infringement is occurring on this Site, please notify SoApp in writing immediately in the form and containing the information prescribed by the Singapore Copyright Act (Cap. 63) (“Infringement Notice”).
16.2 All Infringement Notices shall be sent to SoApp addressed as follows:
16.3 SoApp will duly consider all Infringement Notices submitted in the above manner. In return, you agree that you shall not take any legal action or exercise any legal remedy you SoApp have against SoApp in respect of any Infringing Material, unless you have first given SoApp the Infringement Notice and sufficient opportunity to remove the Infringing Material, and thereafter SoApp refuses or fails to remove the Infringing Material within a reasonable time. Where SoApp removes the Infringing Material in response to your Infringement Notice, you agree not to exercise and you hereby waive, any right of action against SoApp under applicable law which you may have in respect of any Infringing Material appearing on the Site prior to such removal by SoApp.
16.4 You acknowledge and agree that SoApp has no control and cannot undertake responsibility or liability in respect of Infringing Material appearing on Linked Sites or other third party sites.
17. Jurisdictional Issues
17.1 This Site is owned and operated by SoApp in Singapore. SoApp makes no representation that the Contents of the Site are appropriate or available for use in your location. Those who choose to access this Site from any location do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
18.1 You agree to indemnify and hold SoApp and its Associates harmless from all claims, demands, actions, proceedings, liabilities (including statutory liability and liability to third parties), penalties, and costs (including without limitation, legal costs on a full indemnity basis), awards, losses and/or expenses, due to or arising out of:
a. any use of the Site or any Service;
b. your connection to the Site;
c. your breach of any terms and conditions of these Website Conditions;
d. your violation of any rights of another person or entity; or
e. your breach of any statutory requirement, duty or law.
19. Additional Terms
19.1 For the purposes of this Agreement, a day is defined as the twenty four (24) hour period beginning at the time your product is purchased. A month is defined as a calendar month beginning on and including the date that you purchase your product and ending on that date which is the earlier of (i) the same date as your purchase in the following month or (ii) the last day of the following month. By way of example, if you purchase a monthly subscription on 5 January, it will renew on 5 February. If you purchase a monthly subscription on 31 August , your subscription will renew on 30 September.
19.2 Neither party may assign this Agreement, without the prior written approval of the other party, except that SoApp may assign this Agreement to a subsidiary, an affiliated company within the SoApp group, the entity that results from a merger or other corporate reorganization involving SoApp, or an entity that acquires all or substantially all of SoApp’s assets or capital.
19.3 You expressly agree that any feedback provided to you by SoApp or its representatives regarding any questions you may have about this Agreement or your use of Content licensed hereunder, is solely for the purpose of interpreting this Agreement and is not legal advice. SoApp cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by SoApp or its representatives.
20.1 If any provision of these Website Conditions is found to be illegal, void or unenforceable under any law that is applicable hereto or if any court of competent jurisdiction in a final decision so determines, these Website Conditions shall continue in force save that such provision shall be deemed to be deleted.
21. Relationship of Parties
21.1 Nothing in these Website Conditions shall constitute or be deemed to constitute an agency, partnership or joint venture between SoApp and you and neither party shall have any authority to bind the other in any way.
22.1 No waiver of any rights or remedies by SoApp shall be effective unless made in writing and signed by an authorised representative of SoApp.
22.2 A failure by SoApp to exercise or enforce any rights conferred upon it by these Website Conditions shall not be deemed to be a waiver or variation of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
23. Rights of Third Parties
23.1 Except as provided for in Clause 18, a person or entity who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.
24. Force Majeure
24.1 No party shall be liable for any failure to perform its obligations under this Agreement if the failure results from a Force Majeure Event (defined below), provided always that whenever possible, the affected party will resume that obligation as soon as the Force Majeure Event occasioning the failure ceases or abates.
24.2 For purposes of this Agreement, a “Force Majeure Event” is an event which is a circumstance or event beyond the reasonable control of a party which affects the general public in that party’s country or in the territory, and which results in the party being unable to observe or perform on time an obligation under this Agreement. Such circumstance or event shall include industrial action or labour disputes, civil unrest, war or threat of war, criminal or terrorist acts, government action or regulation, telecommunication or utility failures, power outages, fire, explosion, natural physical disasters, epidemic, quarantine restrictions, and general failure of public transport.
25. Governing Law & Jurisdiction
25.1 These Website Conditions and all matters relating to your access to, or use of, this Site and the Services shall be governed by and construed in accordance with the laws of Singapore including without limitation the provisions of the Singapore Evidence Act (Cap. 97) and the Electronic Transactions Act (Cap. 88), without giving effect to any principles of conflicts of law.
25.2 You hereby agree to submit to the non-exclusive jurisdiction of the Singapore courts.
26. Dispute Resolution
26.1 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall:
a. first, be resolved by good faith negotiations between the affected parties (“Affected Parties”); and
b. second, if the dispute remains unresolved within a period of 30 calendar days from the commencement of negotiations, be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which SIAC Rules are deemed to be incorporated by reference in this Clause. The seat of arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
c. The Affected Parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the dispute through mediation at the Singapore International Mediation Centre (“SIMC”) in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.