General Information

        Please review these Terms carefully before using this Site.

        By downloading, installing or using the Site or by registering with us, you acknowledge and agree to be bound by the Terms herein and our Privacy Policy here. If you do not agree to these Terms, please do not access or use the Site.

        We reserve the right to make changes to these Terms at any time without prior notice to you as published from time to time through the Site. By using the Site on or after the date on which the Terms have been revised, your use would be deemed as acceptance of the revised Terms.

    Definitions

        In these Terms, unless the context otherwise requires, the following words or expressions shall have the following meanings:

            “Business User” means a User which is a registered business or company and which has registered with WIREFRAME through a unique corporate email account.

            “Content” means the materials located on this Site, including the text, information, graphics, audio, video, as well as any software programmes available on or through the Site.

            “Custom Commission Platform” means the platform provided on the Site through which Users may commission User Visual Content based on the terms of the Custom Commission Agreement (for Commissioners) here, and the selected User may submit the commissioned User Visual Content based on the terms of the Custom Commission Agreement (for Visual Content Creators) here.

            “Marketplace” means the platform provided on the Site through which Users may contribute Marketplace Visual Content based on the terms of the Contributor Agreement here, and other Users may purchase licences for such Marketplace Visual Content based on the terms of the Licence Agreement here.

            “Marketplace Visual Content” means the User Visual Content which a User posts, uploads, displays or otherwise makes available on or through the Marketplace.

            “Mission” means a mission run on or through the Site by Users based on the terms of the Mission Sponsor Agreement, and whereby other Users may contribute Mission Visual Content based on the terms of the Mission Agreement here.

            “Mission Visual Content” means the User Visual Content which a User posts, uploads, displays or otherwise makes available on the Site pursuant to a Mission.

            “Personal User” means a User who is an individual.

            “WIREFRAME”, “we”, “our” or “us” refers to WIREFRAME Pte Ltd.

            “Privacy Policy” means the privacy policy found here which provides details of how we collect, use and store personal information.

            “Services” means the collective functionality and features as provided by us through our Site.

            “Site” means the web and mobile applications and any associated software as owned and operated by WIREFRAME, and shall include all modifications, enhancements or updates thereto.

            “Terms” means the terms and conditions herein, as well as our Privacy Policy.

            “User”, “Users” or “you” means the users who are registered with WIREFRAME for the use of our Services, and shall include the Personal User and the Business User. Where the context requires, these references shall include any individual representing or acting on behalf of a User.

            “User Content” means the content which a User posts, uploads, displays or otherwise makes available, whether privately or publicly, on or through the Site, and includes User Visual Content.

            “User Visual Content” means the content, including photographs, illustrations, vector graphics and videos, which a User posts, uploads, displays or otherwise makes available on or through the Site, whether through the Marketplace, a Mission or the Custom Commission Platform.

    Registration

        You will need to register an account with us before using our Services.

        To register, you must be 18 years old and above and must complete the registration process. You confirm that all information provided by you is true, accurate, correct and up to date. If you are registering as a Business User on behalf of your organisation, you confirm that you have the necessary authority and consent to do so.

        You are responsible for the confidentiality of your username and password and shall take ownership of all activity and transactions under your account. It is important that you protect against unauthorised access of your account and information by choosing your password carefully, and keeping your password and electronic devices secure by signing out after using the Services.

    Provision of Account or Services

        We shall have the right to restrict, suspend or terminate your account or access to the Site, or to restrict, suspend or cease to provide any Services to you at any time at our sole discretion for any reason or no reason. Where such restriction or suspension of Services is due to planned downtimes for maintenance of the Site and the Content, this will be communicated in advance on or through the Site. You agree that WIREFRAME shall not be liable to you or any third party for any losses or damages that may result from such suspension, restriction or termination.

        We may, at our sole discretion, develop and provide updates to the Site and the Services including upgrades, bug fixes, patches and other error corrections and/or new features (collectively, the “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You acknowledge and agree that we have no obligation to provide any Updates or to continue to provide or enable any particular feature or functionality. You should promptly download and install all Updates, failing which you may not obtain the full features and functionality of the Site or the Services. By downloading and installing the Updates, whether such installation was automatic or not, you agree that the Updates are deemed part of the Site and are subject to the Terms herein.

    Use of Site and Services

        By using the Site or the Services, you agree to abide by all the Terms herein as well as our Privacy Policy here.

        General Conduct Rules – You agree that you will not:

            defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others;

            provide false or inaccurate information when registering for an account on the Site or when using the Services;

            impersonate any person, or misrepresent your identity or affiliation with any person;

            create a false identity for the purpose of misleading others;

            post any information that is abusive, threatening, obscene, defamatory, libellous, or racially, sexually, religiously, or otherwise objectionable and offensive;

            publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, tortuous, obscene, indecent or unlawful topic, name, material or information;

            upload, or otherwise make available, files that contain images, photographs, videos, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you have ownership or control the rights thereto or have received all necessary consent to do the same;

            use any material or information, including images, photographs and videos, which are made available through the Site in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;

            upload, or otherwise make available, files that contain viruses, corrupted files, or any other similar software or programmes that may damage the operation of another’s electronic device or property;

            use the Site or the Services for any unlawful purpose, or for the promotion of illegal activities;

            use another User’s account without consent or permission;

            knowingly disseminate information that you know, or reasonably ought to know, to be confidential in nature, in violation of any duty of confidentiality which you are subject to; or

            use the Site or the Services in violation of these Terms, or in violation of any local, state, or deferral laws, rules or regulations which you may be subject to.

        Site Usage Rules – You agree that you will not:

            make improper use the Site or the Services, or for any purpose not reasonably intended by WIREFRAME;

            interfere or attempt to interfere with the proper functioning of the Site or the Services;

            make improper use of our support services or submit false reports of abuse or misconduct;

            disparage, tarnish or otherwise harm WIREFRAME, including the Site and the Services;

            reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) or other products or processes accessible through the Site or the Services;

            interfere or circumvent any security feature of the Site or the Services or any feature which restricts or enforces limitations on the use of or access to the Site or the Services or any Content;

            probe, scan or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;

            sell access to the Services or any part thereof other than through a mechanism approved by WIREFRAME; or

            bypass any measure we take to restrict access to the Site or the Services; or use any technology or device to scrape, spider, or crawl the Services to harvest data, or publish or link to malicious content intended to damage or disrupt another user’s mobile device or computer.

        Rules Relating to User Content – We reserve the right to remove any information, data or User Content from the Site or the Services at our sole and absolute discretion. By transmitting and submitting any User Content, you further agree that:

            you understand and agree that by posting, uploading, submitting or making available User Content on the Site, we have the right to display or share such User Content on our platforms or with any other Users and third parties as we may deem appropriate for the provision of the Services;

            you will not post any User Content or other information that is malicious, false, inaccurate or misleading;

            you will not submit User Content, and in particular Marketplace Visual Content, that is copyrighted or subject to third party confidentiality or proprietary rights, including but not limited to privacy, unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content and grant us a licence to display such content;

            you understand that User Content posted by you may be republished and if you do not have the right to submit User Content for such use, you may be subject to liability for which WIREFRAME will not be responsible;

            you will not post information in breach of any legal duty owed to a third party, such as a duty of confidentiality;

            you understand and agree that WIREFRAME does not research, verify, endorse, represent, warrant or guarantee the truthfulness, completeness, accuracy, reliability, or veracity of any content on the Site, including but not limited to User Content, and that WIREFRAME has no liability with respect to any such content;

            you will not upload, or otherwise make available, files that contain images, photographs, videos, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you have ownership or control of the rights thereto or have received all necessary consent to do the same; and

            you understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is your sole responsibility. WIREFRAME shall not be responsible for any misuse of your User Content. You also agree and understand that WIREFRAME cannot pre-screen and monitor all User Content.

    Portfolio Platform for Personal Users

        You may submit or upload User Visual Content to your portfolio under your account, in accordance with this Clause. The maximum number of User Visual Content which you may submit or upload to your portfolio is as set out in the Site.

        Notwithstanding any contrary provision, WIREFRAME reserves the right in its sole discretion to remove or reject any User Visual Content submitted or uploaded to your portfolio for any reason whatsoever.

        By submitting or uploading User Visual Content to your portfolio under your account, you grant WIREFRAME a non-exclusive licence to display such User Visual Content for your non-commercial portfolio purposes.

    Credit Plans for Business Users

        Consumer advisory – This Credit Plan is regarded as a stored value facility under Singapore law. WIREFRAME Pte. Ltd., the holder of the Credit Plan stored value facility, does not require the approval of the Monetary Authority of Singapore. Consumers (Business Users) are advised to read these Terms and Conditions carefully.

        Credit Plan – You may purchase credits (“Credits”) as set out on the Site, which may be used to purchase products and services available through the Site, such as licensing of visual content, running a Mission or launching a Custom Commission. WIREFRAME reserves the right in its sole and absolute discretion to reject your request to purchase the Credits.

        Credits may be purchased via your Paypal account or credit/debit card, cheque or wire transfer. By providing your payment information, you represent and warrant that you are the holder of that Paypal account or the cardholder (as the case may be), and that you authorise WIREFRAME to charge the account or card for all payments stated herein, and to provide that information to third parties for the purposes of facilitating payment. You agree to verify any information requested by WIREFRAME for purposes of acknowledging or completing any payment.

        The Credits will be valid for a period of eighteen (18) months from the date of purchase, and will expire thereafter. WIREFRAME shall have the right to deal with the expired Credits in such manner as it deems fit. You hereby agree that WIREFRAME shall not be liable to you for any expired Credits.

        The Credits are not redeemable for cash and are not refundable. The Credits are also non-transferable and non-exchangeable. You will not receive any interest or other earnings on your Credits. WIREFRAME may receive interest on amounts which it holds on your behalf. You agree to assign your rights for any interest accruing from your Credits (if applicable) to WIREFRAME.

        Promotions – All our promotions (if any) are subject to availability and our prevailing terms and conditions.

    Communications

        All communications between you and WIREFRAME may be retained by us for our internal records. Save as where expressly provided for in these Terms and our Privacy Policy here, we will not reveal such communications to any person, firm or company and shall not use or attempt to use any such communications in any manner without your permission, unless we believe in good faith that the disclosure is necessary to comply with a legal process; protect the rights, property or safety of WIREFRAME or another party; enforce this agreement; or respond to any complaints.

    Electronic Delivery

        Where appropriate, we use available technology to protect the security of communications made through the Site. However, as no data transmission over the Internet can be guaranteed to be completely secure, we cannot guarantee the security of any information you transmit to us, and you transmit such information at your own risk. We do not accept liability for the security, authenticity, integrity or confidentiality of any transaction and other communications made through the Site.

        Internet communications may be susceptible to interference or interception by third parties. Despite our best efforts, we make no warranties that the Site is free of viruses or other unauthorised software. You should take appropriate steps to keep your information, software and equipment secure. This includes clearing your Internet browser cookies and cache before and after using the Service on the Site.

    Acknowledgement

        You acknowledge and agree that:

            you are solely responsible (and that we have no responsibility to you or to any third party) for any data and User Content that you transmit, update or upload while using the Site and for the consequences of your actions (including any fees, charges, losses or damages which we may suffer) by doing so;

            your use of the Site and reliance on the Content are entirely at your own risk, and therefore we specifically disclaim any liability arising from or in connection with your use of the Site or the Content;

            we reserve the right to review materials posted, to edit, refuse to post, to remove any Content, terminate your access to the Site and the Services at our sole discretion at any time, without notice, for any reason whatsoever;

            the Site may become temporarily unavailable for a number of reasons, including but not limited to, capacity constraints, transmission limitations, equipment modifications, upgrades, relocations, and repairs. Notwithstanding this, we will use reasonable commercial efforts to minimise such non-availability of the Site.

    No Warranty

        The Site, the Services and the Content are provided on an “as is”, “as available” basis. We do not warrant the correctness, accuracy, adequacy, completeness, timeliness or validity of the Site, the Services and/or the Content, and expressly disclaim liability for errors or omissions in the Content. No warranty of any kind, implied, express or statutory, including but not limited to the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality and/or fitness for a particular purpose, is given in conjunction with the Site, the Services and/or the Content. You assume full responsibility and risk for your use of the Site and the Services.

        We do not make any representation or warranty, express or implied, with respect to any third party information or services and/or the User Content provided to WIREFRAME, or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. WIREFRAME will not be liable in any way to you or to any third party for any inaccuracy, error or delay in or omission of any third party data or service, or the transmission or delivery of any such third party data or service and any loss or damage arising from (a) any such inaccuracy, error, delay or omission; (b) non-performance; or (c) interruption in any such third party data or service due to either any negligent act or omission by WIREFRAME or force majeure or any other cause beyond the control of WIREFRAME. You further specifically acknowledge that WIREFRAME or any of its officers, directors, employees, agents, subsidiaries and affiliates are not liable, and you agree not to hold the aforementioned parties liable, for the conduct of third parties, and that the risk of the Site and the Services and of injury, damage or loss from the foregoing rests entirely with you.

        We do not warrant that the Site and/or any Services will be provided uninterrupted or free from errors or that any identified faults will be corrected; further, no warranty is given that the Site and the Services are free from any computer virus or other malicious, destructive or corrupting code/programme. No advice or information, whether oral or written, obtained from WIREFRAME or through the Site or the Services, will create any warranty not expressly made herein.

    Disclaimer of Liability

 

        Save as provided for in the Licence Agreement, we shall in no event be liable for any death, injury, direct, indirect, incidental, special, consequential, exemplary damages or other indirect damages or costs of any kind suffered or incurred by you or any third party arising from or in connection with your use of the Site, the Services or the Content.

    Representation and Warranty

        You hereby represent and warrant that:

            all information provided by you is accurate, complete and up to date, including any compliance with licences, governmental or third party approvals and consents;

            you are not contractually and/or legally restricted from performing any of your obligations herein or any actions that you may take;

            you will notify WIREFRAME promptly of any unauthorised access or use of the Site, the Content, or of your account;

            you will not reveal or otherwise misuse any information available through the Site.

    Indemnity

        You shall indemnify and hold us, our officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from all demands, claims, actions, proceedings, judgements, orders, decrees, damages, costs, losses and expenses of any nature whatsoever against us by any third party due to or arising out of or in connection with any failure by you to comply with any of these Terms, our Privacy Policy or otherwise by your use of the Site or the Services.

        Your obligations under the foregoing indemnity may not be offset against any other claim you may have against WIREFRAME, or any our officers, directors, employees, agents, subsidiaries and affiliates.

        You remain solely responsible for all User Content that you upload, post, transmit, or otherwise disseminate using, or in connection with, the Site or the Services.

        You agree that this provision shall survive any termination of your account on the Site.

    Proprietary Rights

        The Site is owned and operated by WIREFRAME. The Content located on the Site is protected by copyright, trademark and other forms of proprietary rights. Unless expressly stated, all rights, title, benefit and interest in the Content are owned by, licensed to or controlled by WIREFRAME.

        You acknowledge and agree that we own, or have the licence to use, the Site and the Content, including the source and object codes, pages, documents and online graphics, audio, video and such other content found in the Site and any and all intellectual property rights used or embodied in or in connection thereto. The Site and the Content shall not be reproduced, republished, transmitted or distributed in any way, without the prior written permission of WIREFRAME or the applicable proprietary right holder.

        You agree that WIREFRAME may, at its sole and absolute discretion and to the extent permitted by law, access, preserve or disclose your account information, usage history and activity in order to:

            comply with any applicable law, regulation, legal process, or government request;

            respond to claims that any Content or User Content violates the rights of third parties;

            enforce these Terms and investigate potential violations thereof;

            detect, prevent, or otherwise address fraud, security, or technical issues;

            protect the rights, property, or personal safety of WIREFRAME, its Users, or the public.

    Termination

        The term of this agreement commences when you register your account with us, and will continue in effect until terminated by you or WIREFRAME as set out in these Terms.

        You may terminate this Agreement by giving WIREFRAME seven (7) days’ written notice that you wish to terminate your account if you do not have a credit plan or subscription with WIREFRAME; or by giving WIREFRAME thirty (30) days’ written notice that you wish to terminate your account if you have a credit plan or subscription with WIREFRAME. If you have a credit plan with WIREFRAME, all your Credits will expire after the 30-day notice period. If you have any ongoing Mission(s) and/or Custom Commission(s) which came into effect prior to the date of notice of termination, such termination will only take effect from the date of the conclusion of the last Mission(s) and/or Custom Commission(s).

        WIREFRAME may terminate the agreement with immediate effect without any written notice to you if WIREFRAME ceases to provide the Site at its sole discretion, or if you have breached or violated any of these Terms or the Privacy Policy here, or where otherwise provided for in these Terms.

        In the event of any termination, save as expressly provided in Clause 16.2 above, you will have no rights to the continued use or access to the Site, the Services or your account. WIREFRAME will have no obligation to maintain your account or to retain or forward any information in your account, except as required by the applicable law.

    General

        Nothing contained in these Terms shall be so construed as to create any agency, partnership or joint venture of any kind between the parties hereto.

        No failure by us to exercise and no delay by us in exercising any right, power or remedy under these Terms will operate as a waiver. Nor will any single or partial exercise by us of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy by us. No waiver shall be valid unless in writing signed by us. The rights and remedies herein are in addition to any rights or remedies provided by law.

        All rights and obligations hereunder are personal to the parties and each party shall not assign any such rights and obligations to any third party without the prior consent in writing of us.

        Any one or more clauses, stipulations or provisions of these Terms, or any part thereof, which is declared or adjudged to be illegal, invalid, prohibited or unenforceable under any applicable law in any jurisdiction shall be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability without invalidating, vitiating or rendering unenforceable the remaining clauses, stipulations or provisions of these Terms, and any such illegality, invalidity, prohibition or unenforceability in any jurisdiction shall not invalidate, vitiate or render unenforceable any such clauses, stipulations or provisions in any other jurisdiction.

    Dispute Resolution

        If you have any disputes or differences arising out of or in connection with these Terms or the Privacy Policy here, including any question regarding their existence, validity or termination, you agree to notify WIREFRAME of the same in writing by way of email at notify@Wireframe.com.

        Any dispute arising out of or in connection with these Terms or the Privacy Policy here including any questions regarding its existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference into this provision. The Tribunal shall consist of one arbitrator (“Arbitrator”) to be appointed by the Chairman of the Singapore International Arbitration Centre. The language of the arbitration shall be English.

        The decision in writing of the Arbitrator shall be final and conclusive upon both parties. The costs and expenses of arbitration, including the compensation and expenses of the Arbitrator, shall be borne by the parties as the Arbitrator may determine. Either party may apply to any court which has jurisdiction for an order confirming the award or commence legal proceedings to sue on the award. Except as provided below, any right of either party to judicial action on any matter subject to arbitration hereunder is hereby waived, except suit to enforce the arbitration award.

        Notwithstanding the above and the arbitration provided for herein, actions initiated or maintained by either party for injunctive relief, whether mandatory or prohibitory or similar relief in equity are not subject to arbitration and may be brought by either party in any court which has jurisdiction. Actions may also be initiated or maintained by either party where the same is relevant or necessary for such party to obtain or secure any interlocutory or interim relief, including but not limited to proceedings for detention, custody or preservation of any property.

    Governing Law

 

        These Terms shall be construed and its performance governed in accordance with the law of the Republic of Singapore.

 

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