Terms of Use

Last Update: 10 August 2022

1. Introduction and Incorporation of Terms and Conditions

Thank you for visiting the VRSE Asia Holdings web site (“the Web Site”).

These terms and conditions (the “Terms and Conditions”) govern your access to this Web Site. These Terms and Conditions may be amended, modified or varied by us, VRSE Asia Holdings. (“VRSE Asia”, or “we” or “us” as appropriate) in our sole discretion from time to time at any time, and any such change, modification, addition or deletion shall be effective upon its posting on the Web Site.

PLEASE READ CAREFULLY THROUGH THE ENTIRE TERMS AND CONDITIONS. YOU ARE REQUIRED TO ABIDE BY THESE TERMS AND CONDITIONS.

By continuing to access or use the Web Site, you hereby declare and agree to enter into an agreement with VRSE Asia Holdings to be bound by all of these Terms and Conditions. PLEASE CHECK THESE TERMS AND CONDITIONS PERIODICALLY FOR CHANGES. YOUR CONTINUED ACCESS AND USE OF THIS WEB SITE FOLLOWING THE POSTING OF CHANGES TO THESE TERMS AND CONDITIONS WILL MEAN YOU ACCEPT THOSE CHANGES.

2. Intellectual Property Rights

2.1 All content available on the Web Site, including but not limited to text, graphics, logos, button icons, images, audio clips, data compilations and software, and the compilation thereof (collectively, the “Content”) are the property of VRSE Asia Holdings., and is protected by Singapore and international copyright laws.

2.2 All trade marks, logos, and service marks displayed on the Web Site (collectively, the “Trade Marks”) are the registered and unregistered marks of VRSE Asia Holdings, and/or our affiliates, and are protected by Singapore and international trade mark laws.

2.3 No material from the Web Site, including the Content and the Trade Marks, may be reproduced, republished, uploaded, transmitted, broadcast or distributed in any way without our prior written consent, permission, or approval.

2.4 Modification of any of the materials from the Web Site or use of the materials for any other purpose will be a violation of the copyright, the trade mark rights and other intellectual property rights of VRSE Asia Holdings.

2.5 You shall use your best endeavours to protect our intellectual property rights or any derivation thereof, and shall inform us immediately if you learn of any infringement, misappropriation, improper or wrongful use of the same.

3. Limited License

3.1 We grant you a limited and revocable license to access the Web Site. Unfortunately, this limited license DOES NOT include the right to:

(a) frame or utilise framing techniques to enclose the Web Site or any portion thereof;

(b) modify or download the Web Site or Content (except caching or as necessary to view the Web Site);

(d) create any derivative work based upon either the Web Site or Content;

(e) collect account information for the benefit of yourself or another party;

(f) use any meta tags or any other “hidden text” utilising our name or the Trade Marks or to otherwise use the Trade Marks; or

(g) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure.

3.2 In the access or use of the Web Site, you shall comply with these Terms and Conditions and the conditions for access or use posted on the Web Site. You shall act always in accordance with the law, custom and in good faith. You may not make any change or alteration to the Web Site or any Content or features that may appear on this Web Site and may not impair in any way the integrity or operation of the Web Site. However, any use by you of the Web Site in contravention of these Terms and Conditions shall terminate the limited licenses in this Clause 3.

4. Disclaimer

4.1 This Web Site and its contents are intended for the purposes of general information and should not be construed or relied upon as legal or other professional advice.

4.2 While we have made every effort to ensure that the contents of this Web Site are accurate, no representations or warranties of any kind, express or implied, are made by VRSE Asia on the completeness, accuracy, reliability, suitability or availability in relation to this Web Site or its contents for any purpose. VRSE Asia Holdings accepts no responsibility for any loss which may arise from reliance on this Web Site or its contents.

4.3 FURTHER, ALTHOUGH WE MAKE REASONABLE EFFORTS TO SECURE COMMUNICATIONS OVER THE WEB SITES, WHICH MAY VARY DEPENDING ON THE CONTENT OF THE INFORMATION TRANSMITTED, WE DO NOT PROVIDE SECURE TRANSACTIONS AT ALL TIMES. NO SECURITY MEASURES CAN ENSURE COMPLETE PRIVACY AND CONFIDENTIALITY OF INFORMATION, AND WE CANNOT GUARANTEE, AND MAKE NO WARRANTY REGARDING, THE SECURITY OF ANY INFORMATION TRANSMITTED OR COLLECTED.

4.4 We shall not be liable for any delay or failure in performance resulting from causes beyond our reasonable control including but not limited to electrical, electronic, technical and computer-related faults and breakdowns, fires, embargoes, the requirements of any civil or military authority, power failure, acts of terrorism or other disturbances or perils of a similar or analogous nature (“Force Majeure Event”). We shall for the duration of such an event, be relieved of any such obligation under this Agreement as affected by the said event PROVIDED that the provisions of this Agreement shall remain in force with regard to all other obligations under this Agreement that are not affected by such event.

4.5 You therefore agree and acknowledge that any data, enquiry or request made or submitted electronically to the Web Site is subject to the risks of the occurrence of the risks set out under Clauses 4.3 and 4.4 above and if, in any such event, we do not receive the data, enquiry or request submitted by you or if such data, enquiry or request is lost, corrupted or otherwise not accessible, whether wholly or partially for whatever reason, you shall be deemed not to have submitted such data, enquiry or request, and you shall have no claim whatsoever against us for compensation, loss or damage.

5. Hyperlinks and Third Party Web Sites

This Web Site may contain hyperlinks to third party web sites. VRSE Asia Holdings does not control and accepts no responsibility for the content of such third party web sites, and disclaims all liability in respect of any use or reliance on the whole or any part of these third party web sites.

Third party web sites may provide a hyperlink to this Web Site. Such hyperlinks do not mean that VRSE Asia Holdings is associated or affiliated with the third party or its goods or services.

6. Representations and Warranties / Limitation of Liability

6.1 THE WEB SITE IS PRESENTED “AS IS”. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE WEB SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.

6.2 YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, TORT OR OTHERWISE), UNDER ANY CIRCUMSTANCES, FOR ANY

(a) INTERRUPTION OF BUSINESS;

(b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEB SITE;

(d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEB WEB SITE LINKS ON THE WEB SITE;

(e) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE WEB SITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEB SITES;

(f) ANY INACCURACIES OR OMISSIONS IN CONTENT; OR

(g) EVENTS BEYOND OUR REASONABLE CONTROL.

6.3 FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE WEB SITE REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Governing Law

7.1 We control and maintain the Web Site from Singapore and make no representation that the material and information contained in the Web Site is appropriate or available for use in all other locations/jurisdictions. The distribution of material and information on the Web Site may be restricted by the applicable laws in your jurisdiction. It is your responsibility to find out what those restrictions are and to observe them.

7.2 This Agreement, including any dispute regarding the Web Site, all rights and obligations and all actions contemplated by the Terms and Conditions shall be construed and governed in all respects by the laws of the Republic of Singapore.

8. General

8.1 You acknowledge and agree that these Terms and Conditions, constitute the complete and exclusive agreement between us concerning your use of the Web Site, and supersede and govern all prior proposals, agreements, or other communications.

8.2 We may, with or without prior notice, terminate any of the rights granted by these Terms and Conditions. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Web Site.

8.3 Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, or other form of joint enterprise between us. Our failure to require your performance of any provision hereof shall not affect our full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of these Terms and Conditions shall be unenforceable or invalid under any applicable law or be so held by any applicable arbitral award or court decision, such unenforceability or invalidity shall not render these Terms and Conditions unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.

8.4 Save as expressly provided for in this Agreement, no term of this Agreement shall be enforceable under the Contract (Rights of Third Parties) Act of Singapore (“the Act”) by a third party (being any person other than the parties and their permitted successors and assignees), but this does not affect any right or remedy of a third party which exists or is available apart from under the Act.