VINCERE MARKETPLACE AND API VENDOR AGREEMENT
This Agreement contains the terms and conditions that govern your use of the Vincere Marketplace (“the Vincere Marketplace and API Terms”). The Marketplace is operated by HiringBoss Holdings Pte Ltd of 120 Robinson Road, #15-01 068193, Singapore, a company registered in Singapore, unique entity number 201207601D (“Vincere”).
The Marketplace is offered to you subject to:
1. Your acceptance, without modification, of the Vincere Marketplace and API Terms, the Terms of Service at https://www.vincere.io/terms-of-service and all other operating rules, policies (including, without limitation, our Privacy Policy at https://www.vincere.io/privacy, our DPA at https://www.vincere.io/dataprocessingagreement and any future versions thereof, and procedures that may be published from time to time on the Marketplace or made available to you on or through the Vincere Services (collectively, the “Agreement”)
2. Vincere accepting your request to use the Marketplace or access its API documentation.
You the Vendor agree to be legally bound by the terms of the Agreement as they may be modified and posted on our website from time to time, once Vincere accepts Your offer to use the Marketplace or you start using accessing any API documentation.
A legally binding contract is only created between you and Vincere upon; (i) You sending a request to Vincere to access any API documentation; or (ii) Vincere sending you a confirmation email, confirming that your offer to use the Marketplace has been accepted.
In the event of any inconsistency between the content of the Vincere Marketplace and API Terms, the Terms of Service, the DPA and the Privacy Policy, the Vincere Marketplace and API Terms shall prevail followed by the DPA, the Terms of Service and the Privacy Policy.
If you are entering into this Agreement on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ENABLING THE MARKETPLACE AFTER RECEIPT OF THE CONFIRMATION EMAIL, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE MARKETPLACE.
Vincere may, in its sole discretion, elect to suspend or terminate access to, or use of the Marketplace for anyone who breaches the terms of this Agreement.
The original language of this Agreement is English. Vincere may make translations available for convenience. In case of any conflict between the original English version and any translation, the English version shall prevail.
1. DEFINITIONS
API - means the Application Programming Interface (https://api.vincere.io) version 2 or later which is a set of programming codes, procedures and functions that allow the creation of public or private app which can be used to access Vincere’s data or resources.
App - means any online, web-based application and offline application or component that is designed to interoperate with the Vincere Services from the utilization of the API, or is submitted for review to Vincere with the intention of being listed on the Marketplace, not owned or operated by Vincere.
Customer - means a customer of Vincere, who enables or accesses a Private App or Public App listed on the Marketplace using the API
Customer Data - means all electronic data or information submitted by a Customer to Vincere’s systems which is accessible to the Customer through an App.
Fees – means all fees payable to Vincere for use of the Marketplace as agreed between the parties during the term of this Agreement.
Marketplace - the online catalogue of applications and components that interoperate with the Vincere Services, located at websites designated by Vincere or in the Vincere Services and any use or access to the Vincere API version 2 or later.
Materials - the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, a compilation of the content, code, data, and all other elements of the Vincere Services and Marketplace.
Private App - these Apps may or may not be listed as private in the Marketplace, however they will never be listed as Public Apps and are only available and visible to Vendor Users.
Professional Services – means any professional services provided by a Vendor via the Marketplace to Customers or Vendor Users.
Public App – All Apps listed and made available to all Customers and Vendor Users (but specifically excluding Private Apps).
Restricted Area - means the area of the Services that can be accessed only by Users.
Services - the Vincere website, Vincere Services, the Vincere system, Vincere content, the Marketplace and all content, services and/or products available on or through the Marketplace.
User - an employee, agent, or representative of a Customer, who primarily uses the restricted areas of the Services.
Vendor - a natural or legal person who enters into this Agreement with Vincere.
Vendor Users – means users or customers of a Vendor who a Vendor permits to use its App or Professional Services.
Vincere Services – means any services supplied or made available by Vincere to Customers pursuant to a contract between Vincere and a Customer.
2. VENDOR ACCOUNT
2.1 A valid User account for Vincere Services is required to activate any App or Professional Services in the Marketplace. The Vendor is solely responsible for: (i) The confidentiality of the account login details; and (ii) All actions and activities that occur under the Vendor’s account.
2.2 Vincere reserves the right at its sole discretion: (i) To refuse to activate any App or Professional Services; (ii) To remove or terminate any App or Professional Services without giving prior notice; and (iii) To remove content made available through the Vendor account in the Marketplace without giving prior notice.
3. APPS & PROFESSIONAL SERVICES PUBLISHING
3.1 The individual accepting this Agreement acknowledges that the publication of the App or offer of Professional Services are subject to the terms of this Agreement.
3.2 In order to publish any App or offer any Professional Services on the Marketplace, the Vendor must be approved by Vincere.
3.3 In order to obtain approval, the Vendor must provide Vincere with accurate and current information and shall be generally knowledgeable about the Services, its interface, and functionality, and must be reasonably capable of delivering Vincere’s value proposition.
3.4 The requirements regarding compliance, technology, values, review and testing processes, and standards will be made available to the Vendor after activating each Vendor feature.
3.5 Prior to being listed on the Marketplace, the Vendor must submit each App of Professional Services to Vincere for testing and approval. The Vendor also has to submit their own terms of services and privacy policy for review with the App or Professional Service.
3.6 The Vendor is solely responsible for all functionality, technology, performance, and security of each App or Professional Service.
3.7 The Vendor is solely responsible for the accuracy, legality, and appropriateness of any content or information that Vendor submits to, or makes available through, the Marketplace.
3.8 The Vendor must maintain appropriate administrative, physical and technological safeguards and processes, that will reasonably ensure the security, integrity, and confidentiality of the App and Customer Data in accordance with applicable law and the terms of this Agreement.
3.9 Use of the App by individual Users will be governed solely by the Vendor’s own terms of service for each App or any Professional Services provided and breach or compliance with any such terms of service shall be enforced solely by the Vendor. Vincere is not a party to the terms of service between the User and Vendor. Vincere shall have no liability whatsoever to Users or any third parties for use of any App or Professional Services including loss of data due to the operation or application of the App or Professional Services, as far as this is not prohibited by applicable law.
3.10 Vincere reserves the right to conduct any type of review and test any and all Apps or Professional Services submitted for listing on the Marketplace. Vincere also reserves the right to change or review any testing processes and standards.
3.11 In order for Vincere to exercise its rights under this Agreement, including but not limited to approving, reviewing or testing Apps of Professional Services, the Vendor grants Vincere and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable license to: (i) Use; (ii) Distribute; (iii) Make available; (iv) Transmit; (v) Publicly display; or (vi) perform the App or enable the Professional Services.
3.12 The Vendor warrants, for each submitted App or Professional Services, that they hold all rights necessary to grant Vincere the rights provided in this Agreement.
3.13 The Vendor acknowledges that Vincere has no responsibility or liability of any kind for the development, installation, operation, maintenance or security of the Apps or Professional Services listed on the Marketplace, nor does Vincere have responsibility or liability to provide Customer support for Apps or Professional Services listed on the Marketplace.
3.14 Vincere reserves the right to refuse to list any App or Professional Services and/or to remove any Apps or Professional Services from the Marketplace, for any reason at any time, at its sole discretion.
3.15 By using the Marketplace to list one or more Apps or Professional Services, the Vendor agrees to: (i) Provide and maintain accurate and current contact information on App’s page, consisting of, but not limited to: (a) Company name, contact email, details for contacting the Vendor’s customer support; (ii) Provide and maintain an up-to-date privacy policy on their webpage, that describes collection, and processing of data obtained from the App or Professional Services; (iii) Ensure that the Vendor’s privacy policy complies with the Privacy Policy and applicable law; (iv) Ensure that the App or Professional Services terms of services complies with the terms of this Agreement and applicable law; (v) Ensure that any and all information provided for the listing and on the App or Professional Services’ Marketplace page accurately describes the App or Professional Services; (vi) Ensure that any and all documentation relating to the App or Professional Services accurately reflects their functionality and usability; and (vii) Ensure continuous adherence to the obligations in clauses 3.15(i) – (vi).
3.16 The Vendor must provide reasonable advance notice to Vincere and all Users of each App or Professional Services before making any change to its privacy policy and/or terms of service and related disclosures associated with items above.
3.17 The Vendor must maintain appropriate administrative, physical and technological safeguards and processes, that will reasonably ensure security, integrity, and confidentiality of the App and Customer Data in accordance with applicable law, and the terms of this Agreement.
3.18 An App is not subject to the following sections of this Agreement: (i) Professional Services publishing; (ii) Customer support; and (iii) Availability of Apps.
3.19 The Vendor warrants, for each submitted App, that they hold all rights necessary to grant Vincere the rights provided in this Agreement.
3.20 The Vendor acknowledges that Vincere has no responsibility or liability of any kind for: (i) The development, installation, operation, maintenance or security of the Apps listed on the Marketplace; (ii) Providing Customer support for Apps listed on the Marketplace; and (iii) Use of any App including loss of data due to the operation or application of the App, as far as this is not prohibited by applicable law.
4. PRIVATE APP
4.1 The individual accepting this Agreement acknowledges that the publication of the Private App is subject to the terms and conditions set forth in this Agreement.
4.2 The Vendor is solely responsible for the functionality, technology, performance, and security of each Private App.
4.3 The Vendor is solely responsible for the accuracy, legality, and appropriateness of any content or information that Vendor submits to, or makes available through the Marketplace.
5. CUSTOMER SUPPORT
5.1 The Vendor is solely responsible for providing all Customer support for their Apps listed on the Marketplace and the Customers of these Apps.
5.2 The Vendor shall provide Customer support according to their Terms of Service. The Vendor’s Terms of Service must meet at least the following requirements: (i) The Vendor will provide telephone and/or web-based and/or email support to Customers of the App; (ii) The Vendor will respond to all critical Customer support requests within 48 hours; (iii) A critical customer support request is a request involving an App-related issue that; (a) interferes with the normal use of the App and/or Vincere Service; (b) Renders the App and/or Service unusable; (iv) The Vendor will respond to all customer support requests within 5 business days; (v) The Vendor will clearly direct and instruct Customers to contact only the Vendor for Customer support.
5.3 Vincere is not obligated to provide any customer and/or technical support for the listed Apps unless Vincere is the Vendor under this Agreement.
5.4 The Vendor may seek Vincere’s assistance with a technical problem after Vendor has exhausted reasonable efforts to solve the problem.
6. AVAILABILITY OF APPS AND PROFESSIONAL SERVICES
6.1 The Vendor shall make reasonable efforts to make the Apps and Professional Services available to Customers at least 99% of the time the Vincere Services are available.
6.2 The Vendor will be exempted from this obligation if the unavailability is: (i) scheduled and the Vendor has notified Vincere and Users at least 24 hours in advance; or (ii) caused by Vincere; (iii) caused by circumstances beyond the Vendor’s reasonable control, including, for example, a government act, flood, fire, earthquake, civil unrest, an act of terror, strike or other labour problem, Internet service provider failure or delay, or denial of service attack.
6.3 The Vendor may regulate the availability of the App or Professional Services differently in their own terms of service, as long as it meets the minimum requirements set out in this Agreement.
7. RESTRICTIONS, CUSTOMER DATA
7.1 Vincere is not responsible for the security, integrity or privacy of Customer Data to the extent to which Customer Data is transferred outside of Vincere Services.
7.2 Each party is responsible for any personal data it collects from Customers, Users or Vendor Users (as applicable) for its own purposes as an independent data controller and such personal data shall be collected and used by each party acting as a data controller in accordance with the terms of its own privacy policy.
7.3 Where Vincere acts as a data processor of the Vendor in relation to the provision and use of any App or Professional Services under the terms of this Agreement, any personal data contained within Customer Data shall be processed by Vincere on behalf of the Vendor in accordance with the terms of the DPA.
7.4 The Vendor is responsible for the security of the App, Professional Services and all Customer Data accessible through the App or Professional Services and shall comply with its obligations as a data controller as set out in the DPA.
7.5 The Vendor warrants that, without Customer written consent or extent required by applicable law, it will not: (i) Access Customer Data - except to provide App and Professional Services functions or to provide Customer support; (ii) Disclose Customer Data to third parties; or (iii) Modify Customer Data.
7.6 The Vendor must respond to requests to access, erase, or restrict the processing of personal data within limits set by applicable law and in accordance with the terms of the DPA where applicable.
7.7 For clarity, all data provided by a prospective Customer through a trial Account will be treated by the Vendor as Customer Data belonging to that prospective Customer, and Vendor will provide the Customer with the ability to access and download all of its Customer Data throughout the term of the trial Account.
7.8 The Vendor will comply with all applicable laws in its provisioning of the App and Professional Services.
7.9 The Vendor must not use the Services to create, transmit, display or otherwise make available any material that: (i) Breaches the terms of this Agreement or the rights of Vincere, Customers or Users; (ii) Is harmful (for example viruses, worms, malware and other destructive codes); or (iii) Is offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful.
7.10 The Vendor must not: (i) sell, resell, license, sublicense, distribute or otherwise commercially exploit the Services in the interests of any third party; (ii) attempt to gain unauthorized access to the Services; (iii) interfere with and/or disturb the integrity of the Services or data therein; (iv) attempt to modify the Services; (v) access the Marketplace to monitor the availability, performance, functionality thereof or to benchmark or use the Marketplace for competitive purposes; (vi) share any data or content from the Services with Vincere competitors; (vii) send communications containing recruitment or marketing content to other Vendors and/or their respective User accounts, using data, content or information obtained through the Marketplace.
7.11 The Vendor’s User account must not be shared or used by more than one individual user but may be reassigned from time to time to new users who are replacing former users who have terminated employment or otherwise changed job status or function and no longer need to use the Services.
8. API AND OTHER RESOURCES
8.1 Vincere may provide the Vendor with access to planned updates of the Service’s Application Programming Interface (hereinafter “API”) before making them available to the general public.
8.2 The Vendor shall test each of its App and Professional Services’ interoperability with a planned API update before it becomes available to the general public and promptly notify Vincere if the Vendor encounters any issues.
8.3 Vincere may provide the Vendor with other resources, e.g. development kits, libraries, API, documentation, templates, and related materials that Vincere makes available to Vendors in connection with the Marketplace (“Resources”).
8.4 For such Resources, Vincere grants the Vendor a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sub-licensable license to access and use these Resources, solely for the purposes of developing, testing, and promoting Apps and Professional Services, only as expressly authorized in this Agreement.
8.5 If Resources include any libraries, sample code, or other materials made available specifically for incorporation in an App or Professional Services, as indicated by the applicable documentation, the Vendor may incorporate those Resources in an App or Professional Services and may reproduce and distribute those Resources as part of the App or Professional Resources. The Vendor may modify any such sample code to the extent necessary to incorporate it in App or Professional Services.
8.6 The Vendor must follow all instructions and requirements in any Resources provided by Vincere.
8.7 Vincere may modify, terminate access to, or delete any Resource at any time, without notice and the Vendor is solely responsible for ensuring that the App or Professional Services functions properly after any such modification, termination or deletion.
9. CONFIDENTIALITY
9.1 (“Confidential Information”) shall mean any and all information which a party has disclosed orally, electronically, visually or in writing and designated as confidential or which should reasonably be understood to be confidential considering circumstances of disclosure or nature of the information.
9.2 Vincere’s Confidential Information includes, but is not limited to: (i) Information about the Marketplace; (ii) Information about the Vincere Services; (iii) Information about the Marketplace or the Service’s API or Materials; (iv) Any non-public information about Vincere’s apps and other Vendors’ apps.
9.3 The Vendor’s Confidential Information includes, but is not limited to information about the Vendor’s: (i) App; (ii) Technology; (iii) Technical systems; (iv) Business processes; (v) Business; (vi) Marketing plans.
9.4 Confidential Information shall include all discussions between Vincere and the Vendor regarding their relationship.
9.5 Confidential Information (except Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation set out herein; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation set out herein; (iii) is received from a third party without breach of any obligation set out herein; or (iv) was independently developed by the receiving party without breach of any obligations owed to the disclosing party.
9.6 Each party may use the Confidential Information of the other only for the purposes of this Agreement. Each party must keep confidential all Confidential Information disclosed to it, except where the recipient of Confidential Information is required to disclose the Confidential Information by law to any regulatory, governmental or other authority with relevant powers to which either party is subject.
9.7 Each party may disclose the Confidential Information of the other party to those of its employees and agents who need to know the Confidential Information for the purposes of this Agreement, but only if the employee or agent is bound by confidentiality undertakings equivalent to those set out in this Agreement.
9.8 Both parties agree to return (or destroy) all documents, materials or data containing Confidential Information to the disclosing party without delay upon completion of the Services or termination or expiry of this Agreement.
9.9 The receiving party may disclose Confidential Information of the disclosing party if it is compelled by law to do so, provided that the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure.
9.10 If the receiving party is compelled by law to disclose the disclosing party’s Confidential Information as part of a civil proceeding to which the disclosing party is a party, and the disclosing party is not contesting the disclosure, the disclosing party will reimburse the receiving party for its reasonable cost of compiling and providing secure access to such Confidential Information.
9.11 All confidentiality obligations set out above shall survive expiry or termination of this Agreement.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 The Services, Vincere Services, Materials, Vincere trade names and trademarks, apps published by Vincere and any parts thereof are solely and exclusively owned and operated by Vincere and its third party vendors and hosting partners.
10.2 The Services, -Vincere Services, Materials are protected by copyright, trademark, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Vincere, its affiliates, and licensors retain all right, title and interest in the Services, Vincere Services, Materials, Vincere trade names and trademarks, and any parts or elements.
10.3 The Vendor’s use of the Services, Vincere Services, and Materials, and any parts or elements thereof does not transfer not grant the Vendor any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Services, Vincere Services or Materials is strictly prohibited unless the Vendor has received express prior written permission from Vincere or the otherwise applicable rights holder. Vincere reserves all rights in and to the Services, Vincere Services, Materials “Vincere” and Vincere trade names and trademarks not expressly granted in this Agreement or the Terms of Service.
10.4 Subject to the terms of this Agreement, Vincere grants the Vendor and its Users a non-exclusive, non-transferable, non-sub-licensable license to use any part of the content contained within the Services, Vincere Services and Materials solely for personal, non-commercial use if all copyright and proprietary notices that are contained in such part of the content are retained. The Vendor expressly acknowledges that it does not acquire any ownership rights to any copyrighted material from or through use or access to the Services, the Vincere Services or Materials. The Vendor shall not copy, distribute or publish any of the aforementioned content or any information obtained or derived therefrom except as permitted on or through the Services, Vincere Services or Materials or as otherwise permitted by applicable law.
11. FEES
11.1 The parties shall agree in writing in a separate fee schedule setting out the amounts and payments of any Fees to be paid by the Vendor to Vincere for use of and access to the Marketplace. Where no fee agreement is entered into between the parties use of the Marketplace shall be free of charge until the parties agree otherwise.
11.2 Where a fee agreement has been entered into between the parties, the Vendor shall pay Vincere the Fees set out in each invoice issued to the Vendor for use of the Services. The Fee is the price in force at the date and time of each order. Fees are exclusive of any sales tax or other taxes which shall be payable in addition by the Vendor.
11.3 Vincere reserves the right to introduce and subsequently increase and/or decrease a Fee for listing and/or selling Apps or Professional Services on the Marketplace.
11.4 Vincere also reserves the right to introduce and subsequently increase and/or decrease the service Fee, for operating the Marketplace.
11.5 Vincere shall notify the Vendor of changes to Fees as set out above 30 days prior to such changes entering into force.
11.6 Continued use of the Marketplace, or any part thereof after the 30 days notice period as provided above, constitutes the Vendor’s binding acceptance of such changes.
11.7 All invoices shall be issued to the Vendor and payable as set out in each invoice and in the currency set out in each invoice.
11.8 Where payment of any Fee is not received within 14 days of the due payment date, Vincere may, without liability to the Vendor, disable the Account and access to all or part of the Services and Vincere shall be under no obligation to provide any or all of Services while the invoice(s) concerned remains unpaid. Vincere shall be entitled to charge interest on overdue Fees at the applicable statutory rate and reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.
12. DISCLAIMER
12.1 Vincere disclaims any and all warranties, express or implied, to the fullest extent permissible by applicable law.
12.2 Vincere makes no representation or warranties of any kind, express or implied, concerning the operation of the Marketplace, or the information, content, materials, products or other services included on or otherwise made available through the Marketplace unless Vincere publishes the content.
12.3 Vincere makes no warranty or representation concerning the accuracy of the information provided on the App’s or Professional Services’ page.
12.4 Unless otherwise expressly stated by Vincere, any App, Professional Services any content, Services, Materials or features made available in conjunction with or through the Marketplace, are provided “as is” and “as available”, without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Vincere disclaims all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.
12.5 Unless otherwise expressly stated, Vincere does not warrant that the Marketplace and any App, Professional Services any content, Services, Materials or features made available in conjunction with or through Marketplace, will be uninterrupted or error-free, that defects will be corrected, or that the Marketplace and any App, Professional Services any content, Services, Materials or features made available in conjunction with or through Marketplace are free of viruses or other harmful components.
12.6 Unless otherwise expressly stated, Vincere does not warrant or make any representations regarding the use or results of the use of the Marketplace and any App, Professional Services any content, Services, Materials or features made available in conjunction with or through Marketplace or any linked sites, in terms of correctness, accuracy, reliability or otherwise.
12.7 The laws of certain countries and states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. In such case, Vincere disclaims liability to the maximum extent allowed by applicable law.
13. VENDOR OBLIGATIONS
13.1 The Vendor is responsible for the functionality, technology, performance, and security of each App and Professional Services. The Vendor is also solely responsible for the accuracy, legality, and appropriateness of any content or information Vendor submits to or makes available through the Marketplace.
13.2 The Vendor will use Apps in compliance with all applicable laws, including all export and re-export restrictions and regulations of authorities which may apply to the App or Professional Services.
13.3 Vincere shall not be liable to the Vendor, Customers or Users for any consequences resulting from: (i) any amendments made to this Agreement, calculation, and rates of Fees, modification of the Marketplace, Resources, Materials, or any part thereof, including any error, permanent or temporary interruption, discontinuance, suspension or other types of unavailability of the Marketplace or Materials; (ii) deletion of, corruption of, or failure to store any Customer Data resulting from a breach of this Agreement not caused solely by Vincere, unless such liability cannot be excluded by applicable law; (iii) use of Customer Data by the Customer or any of the Users associated with the Account; (iv) any disclosure, loss or unauthorized use of the login credentials of Users due to Customer’s failure to keep them confidential; (v) the differences between technologies and platforms used for access, for example, if certain features, functions, parts or elements of the Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet; (vi) the application of any legal remedies against the Customer or authorized Users by Vincere; (vii) Vincere’s application of the remedies described in this Agreement, even if the reasonable grounds or legal basis for the application of such remedies is later found to be unfounded or invalid; claims arising out of misuse, improper selection, improper installation, modification or malfunction of an App or any Professional Services.
13.4 Vincere shall not be liable to the Vendor for any claim by any Customer, User, or third party made against the Vendor arising out of the Vendor’s failure to: (i) provide Vincere with accurate information; (ii) notify Vincere of any reasons due to which a User does not have the right to use the Account on behalf of the Vendor; (iii) provide any App or Professional Service which it has agreed to provide to a Customer; (iv) ensure the lawfulness of Customer Data; (v) obtain the necessary rights to use Customer Data; (vi) lawfully process Customer Data; (vii) abide by any of the restrictions described in this Agreement.
13.5 Vincere has no obligation to promote, distribute or offer any App or Professional Services on the Marketplace for sale.
14. LIMITATION OF LIABILITY
14.1 Neither party excludes or limits its liability to the other for fraud, death or personal injury caused by their negligent act or omission or wilful misconduct.
14.2 Neither party shall be liable for any: (i) Consequential loss; (ii) Pure economic loss; (iii) Special loss; (iv) Losses incurred by any User or other third part; (v) Losses arising from business interruption, loss of business revenue, goodwill or anticipated savings; (vi) Losses whether or not occurring in the normal course of business; (vii) Costs of procuring substitute goods or product(s) or wasted management or staff time; arising out of or related to this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, even if the party was advised of the possibility of such damages.
14.3 Neither party shall be liable for any loss of profits (whether categorised as direct or indirect) arising out of or related to this Agreement, whether based on contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, even if a party was advised of the possibility of such damages.
14.4 Subject to clauses 14.1 to 14.3 inclusive the total liability of Vincere to the Vendor in aggregate (whether in contract, tort or otherwise) for any and all claims relating to or arising under this Agreement or based upon any claim for indemnity or contribution shall be limited to the total Fees (excluding all taxes) paid by the Vendor to Vincere during the 12 month period prior to the date on which any such claim arose in relation to the App or Professional Services to which a claim (s) relates. If the duration of the Agreement has been less than 12 months, such shorter period shall apply.
14.5 The Vendor shall be liable for any breaches of this Agreement caused by the acts, omissions or negligence of any Vendor Users or Users who access the Services as if such acts, omissions or negligence had been committed by the Vendor itself.
14.6 The Vendor shall not raise any claim under this Agreement more than 1 year after: (i) The discovery of the circumstances giving rise to a claim; or (ii) The effective date of termination or expiry of this Agreement.
14.7 The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and have not relied on any representation made by the other, their employees or agents.
15. INDEMNIFICATION
15.1 The Vendor agrees to defend, indemnify and hold Vincere, and it’s respective directors, officers, employees and agents, harmless from any claims, losses, damages, liabilities, expenses, costs including attorney’s fees, arising out of: (i) Its use or misuse of the Marketplace, any App, Professional Services, any content, Services, Materials, Vincere Services or features made available in conjunction with or through the Marketplace; (ii) Representations made to Vincere, its affiliates and/or third parties; (iii)Breaches of the terms of this Agreement by itself, its affiliates or Users; (iv) Breaches of the rights of any other person or entity; or (v) Any breach of the foregoing representations, warranties, and covenants.
15.2 Vincere reserves the right, at its own expense, to assume the exclusive defence and control of any matter for which Vendor is required to indemnify Vincere, and Vendor agrees to cooperate with such defence of these claims.
16. TERM AND TERMINATION
16.1 This Agreement shall commence on the date that Vincere sends the Vendor an email confirmation accepting the Vendors offer to enter into the Agreement.
16.2 The Agreement will continue until terminated by either party as set out below, or as otherwise permitted in the Agreement.
16.3 This Agreement may be terminated for convenience upon written notice to the other party: (i) By Vendor, any time, by turning off the Vendor feature; (ii) By Vincere, at any time upon a decision to remove all Apps and Services of a Vendor from the Marketplace; By Vincere or for a breach of the terms of the Agreement; (iv) By the Vendor, upon deleting all of their Apps and Professional Services from the Marketplace; (v) Immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
16.4 If the Vendor or its Users violates any of the terms of this Agreement, Vincere may, in addition to turning off the Vendor feature, terminate the Vendor’s access to the Marketplace and/or Services, and/or delete the Vendor’s content, and/or terminate the Vendor’s Account without refund.
16.5 If Vincere terminates this Agreement as a result of a breach by a Vendor or User, Vincere may apply any remedies available to it under applicable law. Upon application of any remedies, the Vendor or User may lose access or suffer a loss of certain features, functions, parts or elements of the Services.
16.6 If Vincere has reasonable grounds to believe that the Vendor’s or User’s use of the Marketplace may harm any third party, Vincere has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third parties.
16.7 Upon termination of this Agreement, the Vendor must give Customers and Vincere at least 30 days prior notice of the Vendor’s plans to: (i) make the App or Professional Services private or (ii) delete the App from the Marketplace.
16.8 The Vendor shall deactivate the App and Professional Services and permanently delete or return a copy of the Customer Data, as requested at Customer’s sole discretion, as soon as reasonably practicable after the effective date of termination of this Agreement. If the Customer has specifically requested an earlier deletion of Customer Data, Vendor shall fulfil such request within 1 month of its receipt of such request.
17. GENERAL
17.1 Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other (not to be unreasonably withheld or delayed), provided either party may assign this Agreement without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning party’s assets which does not involve a direct competitor of the other party.
17.2 The parties will act solely as independent contractors. This Agreement shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Vendor and Vincere, and the parties shall not represent to the contrary, whether expressly, by implication, appearance or otherwise.
17.3 Nothing contained in this Agreement is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.
17.4 If any term, condition or provision of this Agreement is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to give effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
17.5 Failure by either party to exercise or enforce any provision of or any of its rights under this Agreement shall not be deemed a waiver of future enforcement of that or any other provision or right.
17.6 This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof, unless expressly stated otherwise.
17.7 Amendments to, or notices to be sent under this Agreement, shall be in writing and shall be deemed to have been duly given if sent by via email to: (i) integration@vincere.io for Vincere; and (ii) to the address given by the Vendor as its contact email in the Marketplace.
17.8 Neither party shall make any public statement, press release or other announcement relating to the terms or existence of this Agreement, or the business relationship of the parties, without the prior written consent of the other party.
18. GOVERNING LAW AND JURISDICTION
18.1 This Agreement shall be governed by the laws of Singapore. The courts of Singapore shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.