User Terms of Use

We, NINJA LOGISTICS PTE LTD (UEN 201412014E), a company incorporated in Singapore (hereinafter referred to as "we", “us" or "our"), would like to thank you (hereinafter referred to as “you” or “user”) for using Sellercraft Solutions (“SaaS Product”) (https://sellercraft.co/) which are owned, maintained and/or hosted by us and accessible through the World Wide Web (“Platform”).

1. Formation and Acceptance of the Terms

1.1. Your use of our Platform and the provision of services by us through the Platform shall be governed by these User Terms of Use (“Terms”) set out herein, our privacy policy ("Privacy Policy") and all other policies and rules made available on our Platform (“Platform Rules”), which are collectively referred to below as the “Terms”. These Terms are without prejudice or any limitation to any contract you may enter into with us. Any new features added to or augmenting the Platform/SaaS Product are also subject to these Terms. Please take the time to read them carefully.

1.2. Your use of our Platform constitutes your full agreement to the Terms, which shall form a legally binding and enforceable contract between you and us.

1.3. If you do not accept any provision in the Terms, we may not be able to provide you with full access and use of the Platform and our services. If you agree or continue using our Platform, you shall be deemed to be bound by all the provisions contained in the Terms.

1.4. You are deemed to have fully read, understood and accepted the Terms herein if any of the scenarios in sub-paragraphs A or B below occurs. The Terms are effective during your use of this Platform and have a contractual effect between you and us. You shall not raise any form of defence for not reading/not agreeing to these Terms or similar grounds. If you do not agree with any content or cannot accept the scope of our services, please stop using the Platform:

A. After you submit account creation information on the Platform or SaaS Product towards completion of user onboarding steps; or

B. If you access the Platform and/or SaaS Product.

1.5. You may not use the Platform and any services and may not accept the Terms if (a) you are not of legal age to form a binding contract with us, or (b) you are not permitted to receive any services under the laws applicable to you.

1.6. We may amend any Terms at any time by posting the relevant amended and restated Terms on the Platform and are not obliged to separately notify you of the same, the amended clauses shall be effective immediately after posting. By continuing to use the Platform, you agree that the amended Terms apply to you. If you do not agree with the amended Terms, we might not be able to provide you with full access to the Platform and our services, you may choose to stop using the Platform, but we are not liable for the termination herein. All your actions and any disputes with us shall be governed and explained in accordance with the latest version of the Terms in effect when such actions and disputes occur.

1.7. We offer the SaaS Product on the Platform to our users. To subscribe or use the SaaS Product, you may be required to enter into a separate Sellercraft Solutions Software-as-a-Service Licensing Agreement (the “SaaS Licensing Agreement”), whether online or offline, with the designated third-party who is exclusively licensed and authorised by us in the permitted territory, to sell or resell (as the case may be), market and charge Fees for the SaaS Product (the “Authorised Reseller”). If there is any conflict or inconsistency between the Terms and the SaaS Licensing Agreement, the SaaS Licensing Agreement shall take precedence over the Terms only in relation to that SaaS Product concerned.

1.8. The Terms may not be modified by you unless it is accepted in writing by an authorised officer of us.

2. On-Boarding Step and Cooperation with Us

2.1. The Platform is accessible and may be used by you through an internet-based interface and computer application (installed on a computing machine or if applicable, mobile device operating on Mac, Windows, iOS or Android operating system) but without any uptime guarantee. The access and use of the Platform require reliable and secure internet access to be provided and maintained by you (certain internet fees may be incurred by you), and this is not our responsibility.

2.2. The permission given to you is on a non-exclusive, non-sublicensable, non- transferable and revocable basis and additionally on the basis that you comply with the Terms. All other rights not expressly authorised under the Terms are hereby reserved, you must obtain our written permission before any actions. Our failure to insist upon or enforce any of the aforesaid rights shall not be construed as a waiver of any provision or right.

2.3. We may at our discretion suspend access to the Platform and/or SaaS Product for maintenance and upgrades, and unless in the case of an emergency determined at our discretion, we will provide advance notice to you.

2.4. We may at our absolute discretion vary the Platform and/or functionality of the SaaS Product, including but not limited to adding or omitting any functionalities, without prior notice to you. Your access and use of the varied functionalities shall be governed by these Terms and the SaaS Licensing Agreement (if applicable).

2.5. User Account

2.5.1. You shall complete all onboarding steps or Platform account setup and management steps that we require, in order to access and use the SaaS Product or Platform. Once a user account is created, you are prohibited from lending, letting, transferring, selling or otherwise permitting others to use your account in any form unless otherwise approved by us in writing. If we find out or reasonably believe that the actual user is no longer the initial registrant of the account, for security purposes, we are entitled to immediately suspend or terminate the access to the SaaS Product or Platform, and permanently disable your account.

2.5.2. If you are accessing or using the SaaS Product or Platform on behalf of a business or entity, then (a) “you” and “your” include you and that business or entity, and (b) you represent and warrant that you are an authorised representative of such business or entity with the authority to bind the entity to these Terms and you agree to the Terms on such entity’s behalf.

2.5.3. It is important that you keep your account, ID and password confidential and that you do not disclose them to any third party. You agree that you are solely responsible (to us and to others) for the activities that occur under your account. All activities that occur under your account (including without limitation, posting or submitting any company or product information, clicking to accept the Terms, subscribing to or making any payment for any services, sending messages, etc.) will be deemed to have been authorised by you. If you know or suspect that any third party knows your password or has accessed your account, you must promptly reset your password.

2.5.4. You acknowledge that sharing your account with other people or allowing multiple users to use your account (collectively, "multiple uses") may cause irreparable harm to us or other users of the SaaS Product or Platform. You shall indemnify us, our affiliates, directors, employees, agents and representatives against any and all loss or damages (including but not limited to loss of profits) suffered as a result of the multiple uses of your account. You also agree that in the case of multiple uses of your account or your failure to maintain the security of your account, we and our affiliates shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate your account without being liable to you.

2.5.5. We reserve the right to stop your access to the SaaS Product or Platform and disable your user account at any time if you have failed to comply with any of the provisions of these Terms or the SaaS Licensing Agreement, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the SaaS Product or Platform or us, or infringe or violate any third-party rights, or violate any applicable laws or regulations.

2.5.6. When you create your SaaS Product or Platform account, you must provide accurate, complete and up-to-date information (including your contact number, email address, etc.). It is important that you maintain and promptly update your details and any other information you provide to us, to keep such information current and complete. If applicable laws require us, as a platform service provider, to verify the information of some users, we will check and verify your information from time to time in accordance with such applicable laws, and you agree to provide the accurate, complete, valid and up-to-day information to us, failing which, we may not be able to provide service or allow you to access and use the SaaS Product or Platform, or some functions may be restricted during use. You shall bear all the consequences arising therefrom and hold us and our affiliates harmless against any liabilities.

2.5.7. Change or delete your account

2.5.7.1. If you need to change your account registration information (e.g. your contact information, email address, etc.), you should submit an application to us, your information will only be changed under our written consent. You agree that all responsibilities arising from the change of account information are borne by you.

2.5.7.2. If you no longer want to use our SaaS Product or Platform and would like to disable or delete your account, please contact us at [email protected]

2.5.7.3. We will provide you with further assistance and guide you through the process. Please note that you may only delete your own account and you are still responsible for all activities during the use of the SaaS Product or Platform. Once the deletion of your account is complete, you will not be able to reactivate your account or retrieve any of the content or information you have created.

2.6. You acknowledge and agree that some services may be provided by our affiliates, licensors and/or Authorised Resellers on our behalf. You further agree and/or authorise our affiliates, licensors and/or Authorised Reseller, as the case may be, to (1) rely on the Terms for legal effectiveness; (2) enforce the Terms against you; and (3) institute proceedings for intellectual property right infringement and breach of contract in their own name and/or for and on behalf of us.

2.7. Unless you pay in advance in accordance with the SaaS Licensing Agreement, you acknowledge and agree that we are entitled to suspend or terminate your access to the SaaS Product or Platform if your account remains inactive or dormant for a continuous period of 90 days (or any other reasonable period under our sole discretion). In this event, you will not be able to log in and use the SaaS Product or Platform through your previous user account, and all personalised settings, subscribed SaaS Product, uploaded data and information, and any operations/records/sharing history that is kept under your account will be deleted and cannot be recovered.

3. Your Representations and Warranties

3.1. As a condition precedent to your access and use of the SaaS Product orPlatform, you represent and warrant that you shall comply with the Terms, the SaaS Licensing Agreement and all applicable laws and regulations (including but not limited to those governing e-commerce, unfair competition, false advertising, intellectual property, cyber security, data protection and personal information protection).

3.2. You represent, warrant and agree that you have full power and authority to accept the Terms, to grant the licence and authorisation and to perform the obligations hereunder; you may not access or use the Platform if you are not fully able and legally competent to agree to these Terms.

3.3. You represent, warrant and agree that you will only access and use the Platform and SaaS Product for a legal and bona fide commercial purpose and activity, and ensure that you have all approved licenses and permits to operate such activity.

3.4. You represent and warrant that you are legally and financially responsible for the access or use of the Platform and SaaS Product and your user accounts by your representatives, employees, agents or contractors.

3.5. Your access to and use of the Platform and SaaS Product is subject to these Terms and all applicable laws and regulations. You shall not:

3.5.1. interfere with or attempt to interfere with the proper working of the the Platform and SaaS Product, disrupt our website or any networks connected to the Platform and SaaS Product, or bypass any measures we may use to prevent or restrict access to the Platform and SaaS Product;

3.5.2. undertake any action to undermine the integrity of the computer systems or networks of us and/or any other users nor to gain unauthorised access to such computer systems or networks;

3.5.3. use automated scripts to collect information from or otherwise interact with the Platform and SaaS Product;

3.5.4. make unauthorised copies, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works of the Platform or any content included therein, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Platform and SaaS Product or any derivative works thereof;

3.5.5. introduce any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;

3.5.6. use or attempt to use another’s account, service or system without our authorisation, or malicious registration of Platform and SaaS Product accounts (including but not limited to creating a false identity, fraudulently using others’ information to register or register accounts frequently and in batches, etc.);

3.5.7. attempts to probe, scan, and test the weaknesses of our systems or networks without authorisation, or conduct other acts that undermine network security;

3.5.8. without our express consent, copy, reproduce, download, re-publish, distribute, licence, transfer, or sell, in whole or in part, any of the Platform and SaaS Product or any derivative works thereof;

3.5.9. without our express consent, market, rent or lease the Platform or SaaS Product, or use the Platform or SaaS Product to advertise or perform any commercial solicitation, or incorporate the Platform or any portion thereof into any other program or product. In such cases, we reserve the right to refuse to provide services, terminate your accounts or limit your access to the Platform and SaaS Product in our sole discretion.

3.5.10. use the Platform and SaaS Product in any activities that are against applicable laws and regulations, the Terms and SaaS Licensing Agreement hereto, and the legitimate rights and interests of any third parties.

3.6. You further represent, warrant and agree that you are not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities are organised or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities.

3.7. You represent and warrant that you shall not use the Platform and SaaS Product and respective user account to engage in activities that are identical or similar to our business, nor engage in any activities that would otherwise create any liability for us or our affiliates.

4. Our Disclaimer

4.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, WE, OUR AFFILIATES, LICENSORS AND AUTHORISED RESELLERS, HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.

4.2. IN PARTICULAR, WE, OUR AFFILIATES, LICENSORS AND AUTHORISED RESELLERS DO NOT REPRESENT OR WARRANT TO YOU THAT:

4.2.1. YOUR USE OF THE PLATFORM WILL MEET YOUR REQUIREMENTS;

4.2.2. YOUR USE OF THE PLATFORM AND YOUR ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SAFE, SECURE OR FREE FROM ERROR;

4.2.3. ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE PLATFORM WILL BE VALID, ACCURATE, CORRECT, STABLE, COMPLETE, CURRENT OR RELIABLE; AND

4.2.4. DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF OUR SERVICES WILL BE CORRECTED, OR ANY SOFTWARE-RELATED MAINTENANCE OR UPDATES WILL BE PROVIDED; AND

4.2.5. OUR SERVICE WILL BE SECURE OR FREE FROM BUGS OR VIRUSES. YOU ARE RESPONSIBLE FOR CONFIGURING YOUR INFORMATION TECHNOLOGY AND COMPUTER PROGRAMS TO ACCESS THE PLATFORM. YOU SHOULD USE YOUR OWN VIRUS PROTECTION SOFTWARE.

4.3. WE, OUR AFFILIATES, LICENSORS AND AUTHORISED RESELLERS, SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:

4.3.1. ANY CHANGES WHICH WE MAY MAKE TO THE PLATFORM, OR FOR ANY PERMANENT OR TEMPORARY CESSATION FOR ANY FEATURES WITHIN THE PLATFORM AND SAAS PRODUCT;

4.3.2.THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE PLATFORM AND SAAS PRODUCT;

4.3.3. YOU OR ANY THIRD PARTIES’ LOSSES OR DAMAGES ARISING FROM ANY USER’S STATEMENTS, ACTIONS, OMISSIONS OR MISCONDUCT;

4.3.4. ANY DEFECT IN PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED FROM OTHER USERS OR THIRD PARTIES THROUGH THE PLATFORM AND SAAS PRODUCT;

4.3.5. UNAUTHORISED ACCESS BY THIRD PARTIES OR YOU TO DATA OR PRIVATE INFORMATION OF ANY USER.

4.4. Any information, documents or other content downloaded or otherwise obtained through the Platform is done at your sole discretion and risk and you are solely responsible for any damage to our computer system or loss of data that may result from the download of any such information, documents or content. No advice or information, whether oral or written, obtained from us, our affiliates, licensors or the Authorised Reseller or through or from the Platform shall create any warranty not expressly stated herein.

4.5. (WHERE APPLICABLE) YOU FURTHER AGREE THAT WE, OUR AFFILIATES, LICENSORS AND AUTHORISED RESELLERS ARE NOT RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY TO YOU OR ANYONE ELSE FOR ANY USER CONTENT OR USER STATEMENT OR OTHER MATERIAL THAT IS POSTED, UPLOADED, DISPLAYED ON THE PLATFORM, INCLUDING FRAUDULENT, UNTRUE, MISLEADING, INACCURATE, DEFAMATORY, OFFENSIVE OR ILLICIT MATERIAL AND THAT THE RISK OF DAMAGE FROM SUCH MATERIALS RESTS ENTIRELY WITH YOU. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME OR APPOINT OUR AFFILIATES, LICENSORS OR AUTHORISED RESELLERS TO ASSUME, THE EXCLUSIVE DEFENCE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU SHALL COOPERATE WITH US, OUR AFFILIATES, LICENSORS AND THE AUTHORISED RESELLERS IN ASSERTING ANY AVAILABLE DEFENCES.

4.6. The Platform or SaaS Product may make available to user services or products provided by independent third parties. The use of such third parties’ or users’ products or services is governed not only by the Terms but also by terms and conditions agreed between you and such third parties. You acknowledge that we have no control over such third parties' websites, products or services, and do not monitor such websites, products or services. You agree that we make no warranty or representation about the quality, legality or fitness of such services or products. In no event shall we, our affiliates, licensors or Authorised Resellers be held liable for any such services or products.

4.7. You acknowledge and agree that we, our affiliates, licensors or Authorised Resellers are not obliged to off-board, retain or transfer your data in the Platform or SaaS Product if you cease to use the Platform or SaaS Product for any reason and shall not be liable for any loss of your data as a result. It is your responsibility to back up your data from time to time.

4.8. You acknowledge and agree that we, our affiliates, licensors or Authorised Resellers do not warrant or guarantee that your commercial and customer data on the Platform and SaaS Product will be secure, corrupt-free or virus-free.

4.9. WE, OUR AFFILIATES LICENSORS AND AUTHORISED RESELLERS SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR SAVING, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION), WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHER GROUNDS.

4.10. NOTWITHSTANDING ANY OF THE FOREGOING PROVISIONS, THE AGGREGATE LIABILITY OF US, AUTHORISED RESELLERS, OUR AFFILIATES, LICENSORS, REPRESENTATIVES OR ANYONE ACTING ON OUR BEHALF WITH RESPECT TO ALL YOUR CLAIMS ARISING FROM THE USE OF THE PLATFORM DURING ANY CALENDAR YEAR SHALL BE LIMITED TO THE GREATER OF (A) THE NUMBER OF FEES YOU HAVE PAID TO US OR OUR AFFILIATES FOR THE 6-MONTH PERIOD PRECEDING THAT CLAIM AND (B) THE MINIMUM AMOUNT PERMITTED IN THE APPLICABLE LAW. THE PRECEDING SENTENCE SHALL NOT PRECLUDE YOUR OBLIGATION TO PROVE ACTUAL DAMAGES. ALL CLAIMS ARISING FROM THE USE OF THE PLATFORM AND/OR SAAS PRODUCT MUST BE FILED WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION AROSE, OR SUCH LONGER PERIOD AS PRESCRIBED UNDER ANY APPLICABLE LAW GOVERNING THE TERMS.

4.11. Force Majeure. Under no circumstances shall we be held liable for any delay or failure or disruption of the services delivered through the Platform and/or SaaS Product resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

4.12. If the use of the Platform and/or SaaS Product is unavailable by reason of a Force Majeure Event, our obligation under these Terms shall be immediately suspended for the period that the Force Majeure Event subsists, and we, the Authorised Resellers and our affiliates and licensors shall not be liable to you for any losses and damages whatsoever.

4.13. YOU ACKNOWLEDGE AND AGREE THAT ALL THE DISCLAIMERS AND LIMIT OF LIABILITIES UNDER THESE TERMS APPLY TO THE AUTHORISED RESELLERS AND OUR AFFILIATES AND LICENSORS AS WELL.

4.14. EACH PROVISION OF THIS TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE TERMS, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THESE PROVISIONS FAIL THEIR ESSENTIAL PURPOSE.

5. Intellectual Property Rights

5.1. We are the sole owner or lawful licensee of all the rights and interests in thePlatform and the SaaS Product. The Platform and SaaS Product embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights of the Platform and the SaaS Product shall belong to us, our affiliates or licensors of the SaaS Product and/or Platform, as the case may be. All rights not otherwise claimed under the Terms or by us are hereby reserved. Without our permission, you shall not (1) use them in any manner or create related derivative works; (2) sell, transfer, or sublicense the code or tools of Platform or SaaS Product to anyone.

5.2. "Sellercraft" and related icons and logos are registered trademarks or trademarks or service marks of Ninja Logistics Pte. Ltd. or its affiliates in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorised copying, modification, use or publication of these marks is strictly prohibited.

5.3. We may involve independent third parties to provide support for its business purposes or to provide operational support of the Platform and SaaS Product (e.g., the payment service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.

5.4. Unless otherwise specified in these Terms, the intellectual property rights and interests in the Platform and the SaaS Product belong to us. Information that is protected under data protection laws will only be used and kept in compliance with those laws.

5.5. You agree that we, the Authorised Reseller and our affiliates and licensors, as the case may be, are hereby authorised by you to use your name or brand logo and other relevant iconic materials for the purpose of this Term, and to announce the partnership between you and us on the Platform and other websites or channels other than the Platform.

6. User’s Breaches and Our Right to Terminate

6.1. Without limiting the generality of the provisions of the Terms, you would be considered as being in breach of the Terms in any of the following circumstances:

6.1.1. We, the Authorised Reseller or our affiliates and licensors have reasonable grounds to suspect that any information provided by you is not current or complete or is untrue, inaccurate, or misleading, or

6.1.2. We, the Authorised Reseller or our affiliates and licensors believe that you are in violation of any applicable laws and regulations when using the Platform and/or the SaaS Product;

6.1.3. We, the Authorised Reseller or our affiliates and licensors are aware or receive reports/complaints from others or reasonably suspect that you or any user of your account are involved in dishonest or fraudulent activities, or are in breach of these Terms or arising out of a breach of your obligations, representation and warranties under these Terms;

6.1.4. You fail to pay any due and payable amounts (if any) to us, our affiliates, licensors or Authorised Resellers, whether under this Terms, SaaS Licensing Agreement or any other agreements with us or the Authorised Reseller(s) or our affiliates or licensors; and/or

6.1.5. We believe that your actions or omissions may cause financial loss or legal liability to us, our affiliates, licensors, Authorised Resellers or any other users.

6.2. We, the Authorised Resellers or our affiliates and licensors shall not be required to investigate such breaches or request confirmation from user.

6.3. If you breach any Terms, or if we have reasonable grounds to believe that you are in breach of any Terms, we shall have the right to: (i) suspend or terminate your account and any and all accounts determined to be related to your account in our discretion; (ii) restrict, downgrade, suspend or terminate your subscription of, access to, or current or future use of the Platform and/or SaaS Product; (iii) impose restrictions on your use of any features or functions of the Platform and/or SaaS Product as we may consider appropriate in our sole discretion; and (iv) cease to provide any kind of services to you and terminate our contractual relationship; (v) any other corrective actions, discipline or penalties as we may deem necessary or appropriate in our sole discretion.

6.4. We, the Authorised Resellers and/or our affiliates and licensors are entitled to unilaterally terminate your use or access to the Platform by notice under the following circumstances where:

6.4.1. you are in violation of these Terms or the SaaS Licensing Agreement and we terminate accordingly;

6.4.2. you embezzle other users’ accounts, post fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material/information, earn profits or benefits by illegitimate or improper methods, defraud, infringe our or any other users or third parties rights, or violate applicable laws and regulations;

6.4.3. other than the above, you use the Platform and/or SaaS Product in bad faith or repeatedly violate the Terms or the SaaS Licensing Agreement;

6.4.4. we already cease your access to the Platform and/or SaaS Product in accordance with these Terms, and you, whether directly or indirectly or by using other's information, register as our user again, we may, in our sole discretion, unilaterally terminate or refuse your access again;

6.4.5. we found your account/registration information untrue or inaccurate; and/or

6.4.6. other circumstances that we reasonably determine that our service should be terminated.

6.5. After the termination, we are still entitled to retain or delete (in our sole discretion) any and all materials, data or information under your account or any data stored in our servers during your use of the Platform and/or SaaS Product.

6.6. When your access and use of the Platform and/or SaaS Product is terminated for any reason, you shall immediately stop using the Platform and/or SaaS Product and our trademarks “Sellercraft” and related icons and logos, trade names, domain names, etc.

6.7. You acknowledge and agree that it is your responsibility to back up, retain or transfer the user’s data and other information on the Platform and/or SaaS Product before termination. Unless otherwise required by applicable laws and regulations, we offer a 30-days (or any other time we see fit) grace period, starting from the termination date, after which we may at our absolute discretion delete or destroy all your data and information with no liabilities arising.

6.8. We reserve the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted by applicable laws and policies, we may disclose your identity, contact information and/or information regarding your account(s), transactions or activities carried out on or through the Platform and/or SaaS Product, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. We shall not be liable for damages or results arising from such disclosure, and you agree not to bring any action or claim against us or our affiliates for such disclosure.

6.9. You agree to hold harmless and indemnify us, the Authorised Resellers, our affiliates, licensors, directors, employees, agents, and representatives and other users of the Platform and to hold them harmless, from any and all damages, losses, claims and liabilities (including all direct or indirect economic loss, loss of goodwill and legal costs on a full indemnity basis), from your use of the Platform and SaaS Product (including but not limited to the display of such user's information on the Platform or SaaS Product), any claims asserted by Third Party Rights claimants or other third parties, from your breach of these Terms, or from your violation of applicable laws and regulations.

6.10. You acknowledge and agree that you are still liable for all your actions, omissions or activities involved during your use of the Platform and SaaS Product even if the contractual relationship between us is terminated.

7. General Provisions

7.1. If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

7.2. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

7.3. Our failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of our right to act with respect to subsequent or similar breaches.

7.4. We shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties) in the Terms to any person or entity (including the Authorised Reseller or any affiliates or licensors of ours). You may not assign, in whole or part, the Terms to any person or entity.

7.5. Any of our affiliates, licensors or Authorised Resellers may, on behalf of us, collect any amount that becomes due from you (including any applicable taxes), and institute legal actions against you in accordance with the Terms and/or the SaaS Licensing Agreement, for any of your breaches.

7.6. You agree to receive information from Platform and/or SaaS Product, including but not limited to Platform and/or SaaS Product Rules and information about promotion, transactions or activities, etc.

7.7. We may deliver the notices, updates, reminders of the Terms, and other information to you by sending/posting online newsletters, announcements, notifications or messages via the Platform or SaaS Product, or email, text messages or any other contact information you have provided to us. Once sent/posted, this information shall be deemed as accepted and agreed by you. If you cannot accept, please stop using the Platform and SaaS Product. If you did not receive such information due to the wrong email address, mobile phone number, mailing address and other contact information provided by you, you agree that you will still be deemed to have received the relevant information and be bound by it.

7.8. These Terms are governed by the laws of the Republic of Singapore. Any dispute arising out of or in connection with these Terms, including any question regarding the existence, validity or termination of contract, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre 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 in this clause. The venue of arbitration shall be Singapore.

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Sellercraft, we are a team of experienced tech enthusiasts powering up major brands and warehouses in Malaysia, Singapore, Indonesia and Philippines, with our feature rich cloud supply chain solutions.

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