TERMS & CONDITIONS OF USE
WEBSITE USER AGREEMENT
1. Acceptance of Terms
The Terms & Conditions of use (defined below) govern your access and use of the Site (defined below), use of our services and the sale and purchase of Goods from The Red Pencil (“RP”) through the Site.
2. Types of Users
Any person accessing, browsing, or otherwise using the Site, either manually or via an automated device or program, shall be deemed a “User” under this Agreement.
As a User, you represent, warrant and undertake that:
You are of 18 years or above and legally entitled to enter into legally binding contracts or that you are accessing the Site with the approval and under the supervision of one of your parents or a legal guardian.
2.1. User Details, Account and Registration
In order to purchase any Goods on the Site, you need to provide certain particulars which include your name, postcode, a valid email address, billing address, delivery address, payment details, personal information so as to enable us to process your orders or purchases.
4. Use of the Site
You understand that RP exudes awesomeness, but is not perfect. Therefore, we cannot and do not guarantee that the Site will be free of infection from viruses or other nasty computer stuff that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Sorry for the big words. You are responsible for implementing sufficient procedures, safeguards and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.
5. Risk: Internet Use
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. YOU ACKNOWLEDGE THAT THERE ARE MEAN AND UGLY PEOPLE ON THE INTERNET AND IN THE WORLD AND THEREFORE ANY UPLOADS OR TRANSMISSIONS YOU MAKE MAY BE INTERCEPTED AND USED BY AN UNAUTHORIZED THIRD PARTY. ACCORDINGLY, YOU ARE SOLELY RESPONSIBLE FOR ALL THE RISKS ASSOCIATED WITH YOUR USE OF THE SITE.
6. System Outages
Unplanned system outages may occur. While that is a total bummer, RP shall have no liability whatsoever for the resulting unavailability of the Site or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, misdelivery, or nondelivery of information caused by such system outages. Also, we shall not have any responsibility for any third party acts or any other outages of web host providers or the Internet and network external to the Site.
You agree to indemnify, defend and hold RP and its affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, demands, actions, costs, liabilities, losses, and damages of any kind (including actual attorney’s fees) resulting from (i) your use, misuse or abuse of the Site (ii) your use of products or services provided through the Site, (iii) your use or misuse of any information provided on the site, or (iv) your breach of any provision of this Agreement. You will cooperate as fully as reasonably required in RP’s defense of any claim. RP reserves the right, at it’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of RP.
8. Intellectual Property right
8.1. Right to Download
The Site is created, operated and controlled by RP. You are granted a nonexclusive, nontransferable and revocable licence to access the Site and use our services. You may only download Content (defined below) displayed on the Site for noncommercial, personal use provided you also retain all copyright, trademark and other proprietary notices contained in the material, do not modify or alter the material and do not copy or post the material on any network computer or broadcast the material in any media. It is strictly prohibited to modify, transmit, distribute, reuse, repost, “frame” or use the Content (defined below) of the Site including the text, images, audio and/or video for public or commercial purposes without written permission from an authorized representative of RP. It is strictly prohibited to download the product images of the Goods for sale within this Site. In the event of breach, we shall be entitled to suspend or terminate your account with us and bring necessary legal action against you to recover any loss or damage arising from such breach.
8.2. Proprietary Rights
All content found on the Site or used in the provision of our services, including without limitation to logos, design, drawings, trade names, information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds and other material of whatever nature and form (collectively “Content”) is protected by copyright, trademark, patent, design, industrial property or other proprietary intellectual property rights,
and these rights are validly owned by RP or its licensors and protected in all forms, media and technologies existing now or developed in the future. All Content is copyrighted as a collective work under the Republic of Singapore and international copyright laws, and RP owns, to the fullest extent allowed by such laws, the copyright in the selection, coordination, arrangement, and enhancement of all content. Except as expressly authorized or licensed, you may not copy, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale, lease or rental of, create derivative works from or in any way exploit any of the Content, in whole or in part.
RP’s logo, trade names and other trademarks on the Site are owned by, licensed to, or, where required, used with permission by RP and its licensors may not be reproduced, copied, or manipulated in any manner without the express, written approval of the relevant trademark owner.
By using the Site, you agree that any information (except for purchase information), materials, suggestions, ideas or comments you send to RP or any other third party using the Site is nonconfidential. By submitting any solicited or unsolicited information using the Site, you grant RP an irrevocable, worldwide, unrestricted and perpetual license to use, modify, reproduce, transmit, display and distribute such materials, information, suggestions, ideas or comments for any purpose whatsoever to the extent permitted by law.
Save as otherwise expressly provided herein, any rights not expressly granted to you herein remain reserved by us. Any unauthorized use of the Content or other materials in respect thereof is expressly prohibited and constitutes infringement of intellectual property rights. You acknowledge that upon occurrence of such infringement, as monetary damages may not be an adequate remedy, that you agree that we are entitled to apply to court for the appropriate permanent or temporary injunctive relief to stop such breach or further breaches. This is without prejudice to our right to recover damages arising from such breach or to avail us of any other remedy at law or in equity. For the purposes of the Terms and Conditions, a breach of intellectual property rights is a material breach of the Terms and Conditions entitling us to suspend or terminate your account.
9. Confidentiality of Account and password
If you use the Site, you are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account and password. The Site may only be used for lawful purposes. If your User name and/or password have been compromised, you are to immediately change your password and notify us of any unauthorized access. You also agree to immediately notify us of any of any attempted or actual unauthorized access or use of our services by third parties and/or any other breaches of security. You acknowledge and agree that we will not be in any way, liable, directly or indirectly, for any loss or damages arising from such unauthorized use or any acts or omissions on your part in maintaining the confidentiality of your account and password.
10. Disclaimers and exclusions
10.1. Exclusion of warranties
To the extent permitted by applicable laws, the Terms and Conditions set out the full extent of our obligations and liabilities in respect of provision of the Goods and performance of our services in relation thereto and there are no other warranties, conditions or terms that are binding on us, our affiliates, subsidiaries, licensors, retail merchants, third party content providers, designers, contractors, distributors or each of the respective officers, directors, agents, employees of the aforesaid parties (collectively, “Associates”) except as expressly stated herein. Any warranty, condition or term concerning any defect in our services and the Goods which might otherwise be implied or incorporated in the Terms and Conditions by statute, common law or otherwise is hereby expressly excluded to the maximum extent permitted by applicable laws; in particular (but without limitation of the foregoing), we grant no warranties (other than as provided set out above) regarding the fitness for purpose, performance, use, quality or merchantability, title, noninfringement, whether express or implied, by statute at common law or otherwise howsoever in respect of the Goods.
By using the Site, you expressly agree that use of the Site is at your sole risk. The Site is provided on an “AS IS” and “as available” basis. Neither RP nor its Associates warrant that use of the Site will meet your requirements or will be timely, secure or operate in an uninterrupted fashion or be errorfree. Neither RP nor its Associates warrant the accuracy, reliability, integrity, usefulness or completeness of the Content provided on RP’s website or the Goods offered for sale on RP’s website and that all errors will be corrected. Further, RP makes no representation that Content provided on RP’s website is applicable to, or appropriate for use in, locations outside of the Republic of Singapore. RP and its Associates specifically disclaim all warranties, whether expressed or implied, including but not limited to warranties of title, merchantability or fitness for a particular purpose. No oral advice or written information given by RP or its Associates shall create a warranty. Any information and materials obtained via our services shall be solely at your risk and you will be solely responsible for any damage to your computer, systems or otherwise or loss of data that results from anything obtained via the services. You also understand if you downgrade features relating to your account, you may lose portions of your content and agree that we will have no liability to you of any kind or nature arising out of or related to loss of your content.
10.2. Exclusion and Limitation of Liability
To the maximum extent permitted by applicable laws, RP and its Associates shall not be liable to you or any third party for any direct, indirect, incidental, special, punitive or consequential loss and damages whatsoever and howsoever caused arising from this Agreement or that result from your access, use of or inability to use the Site, its Content and services, any system, server or connection failure, error, omission, interruption, delay in transmission, or computer virus or otherwise including but not limited to reliance by you on any information obtained from the Site that results in mistakes, omissions, interruptions, deletion or corruption of files, viruses, delays in operation or transmission, or any failure of performance or for any loss of data, profit, revenue, income or business, whatsoever and howsoever caused whether arising out of any negligence (with the exception of death or personal injury directly resulting from our own negligence) or breach of these terms and conditions even if such loss and damage was foreseeable by or the possibility was brought to the attention of RP. The foregoing limitation of liability shall apply in any action, whether in contract, tort or any other claim, even if an authorized representative of RP has been advised of or should have knowledge of the possibility of such damages. You hereby acknowledge that this exclusion of liability shall apply to all content, merchandise and services available through the Site. To the maximum extent permitted by applicable laws, in the event that we are liable for any loss, damage or claim to you or any third party caused by our act, omission, default or neglect, our liability shall not exceed 100% of the Price for the affected sale transaction for which loss, damage and claim are raised thereunder. Such limitation does not however apply to the case of death or personal injury directly resulting from our own negligence.
Notwithstanding the foregoing, nothing in the Terms and Conditions (a) excludes, restricts or modifies any condition, warranty, right or liability implied into the Terms and Conditions (including any condition, warranty, right or liability imposed by the Unfair Contracts Terms Act (Cap. 396)) where to do so is illegal or would render any provision hereof void; or (b) shall limit or exclude any liability for death or personal injury directly caused by our negligence.
11. No Endorsement of Content and Links to Other Web Sites
The Site contains links to other sites operated by thirdparties, including but not limited to thirdparty sites that display RP trademarks (“ThirdParty Site(s)”).
These links to other sites are provided as merely a convenience to the Users of this Site. RP has not reviewed the content of all of these other sites, has no responsibility for the content of such other sites, and shall not be liable for any damages or injury arising from any such content. RP does not endorse or make any representations regarding these sites, or any information or other products of materials found there, or any results that may be obtained from using them. If you decide to access any of these sites linked to or from this Site, you do so entirely at your own risk.
12. Reviews, Comments, Communications and other content
You may post reviews, comments and other content; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, does not infringe upon intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam”. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of a credit card or any other matter. You acknowledge that and agree that RP does not control the content and is not obliged to regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant RP a nonexclusive, worldwide, royaltyfree, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant RP and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights including intellectual property rights or has obtained the requisite rights, consents and permissions to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy, breach any intellectual property rights, third party rights or any applicable laws or regulations and will not cause injury to any person or entity; and that you will indemnify RP for all claims resulting (whether directly or indirectly) from content you supply to the Site.
RP has the right but not the obligation to monitor and edit or remove any activity or content due to breach of the Terms and Conditions, abuse of the services, receipt of complaint of possible infringement of third party intellectual property rights, property rights, privacy concerns and for compliance with applicable laws. As such, RP does not guarantee the accuracy, integrity or quality of the content.
RP takes no responsibility and assumes no liability for any content posted by you or any third party. It is your responsibility to abide by all applicable local, state, national and foreign laws, treaties and regulations applicable to you in connection with use of our services. You are solely responsible for your own actions when using the Site, our services and the costs incurred for Internet access. RP may, without notice to you, access, preserve and disclose the content if required by law or if our reasonable judgement such action is reasonably necessary to comply with your requests for assistance with our services, comply with legal process or address claims from third parties that the content infringes their rights.
In addition, if you wish to share feedback with us about product selection, pricing, ordering, delivery or other customer service issues, please do not submit this feedback through a product review. Please contact us directly.
13. Acceptable and Lawful Use of the Site
13.1. Acceptable and Lawful Use of the Site
Since we are nice, we expect that you will be nice to us back. It’s nice to be nice to the nice. Therefore, any information provided to RP in connection with the use of the Site: (a) shall not be false, inaccurate, or misleading; (b) shall not be obscene or indecent; (c) shall not contain any viruses, Trojan horses, worms, time bombs, or other nasty and mean computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (d) shall not infringe on any third party’s copyright, patent, trademark trade secret or other proprietary rights or rights of publicity or privacy; (e) shall not be defamatory, libelous, unlawfully threatening or harassing; and (f) shall not create liability for RP or cause us to lose the services of our Internet service providers or other suppliers. You may not take any action that imposes an unreasonable burden upon the infrastructure used to support the efficient operations of the Site, including but not limited to unsolicited email (i.e. “spam”). Spam is not cool.
13.2. Prohibited Activities
You are prohibited from violating or attempting to violate the security of RP, including, without limitation to carrying out any of the following prohibited activities as they infringe upon the intellectual property rights or other rights of third parties, are defamatory, illegal or may otherwise harm our goodwill, and reputation:
(a) accessing data not intended for such User or logging onto a server or an account which the User is not authorised to access or accessing illegally or without authorization, the computers or networks belonging to another party, or attempting to hack into another individual’s account or any activity that might be used as a precursor to an attempted system penetration (i.e. port scan, stealth scan, or other information gathering activity); or
(b) using the Site for unintended purposes or trying to change the behavior of the Site; or
(c) attempting to probe scan or test the vulnerability of a system or network or breach security or authentication measures without proper authorization;
(d) attempting to interfere with service to any User, host or network, including without limitation via means of submitting a virus, worms, Trojan horses to the Site, overloading, “pinging”, “flooding,” “spamming,” “mailbombing”, “denial or service attacks” or “crashing;” or activities that disrupt the use of or interfere with the ability of third parties to effectively use the network or any connected network, system, service, or equipment; or
(e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting; or
(f) forging communications on behalf of the Site (impersonating RP) or to the Site (impersonating as a legitimate User) or forging or misrepresenting message headers, whether in whole or in part, to mask the originator of the message; or
(g) sending unsolicited bulk and/or unauthorized commercial messages or email on behalf of RP, including promotions and/or advertising of products or services, is expressly prohibited; or
(h) engaging in any activity that infringes upon or misappropriates the copyright, trade marks, patents, design or any intellectual property rights of third parties whatsoever; or
(i) engaging in activity that infringes upon the privacy or other personal rights of third parties; or
(j) using the Site to advertise, transmit, store, post, display, or otherwise make available pornography or obscene speech or material; or
(k) using the Site to transmit or post defamatory, harassing, abusive, or threatening language or promoting physical harm or injury against any group or individual, or promoting any act of cruelty to animals; or
(l) advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to spam, initiation of pinging, flooding, mailbombing, denial of service attacks, and piracy of software; or (n) exporting encryption software over the Internet or otherwise; or
(m) engaging in activities that are illegal, including advertising, transmitting, or otherwise making available Ponzi schemes, pyramid schemes, fraudulently charging credit cards, and pirating software or; promoting or providing instructional information about illegal activities; or
(n) offering for sale any item, goods or services that breaches any applicable laws or regulations; or
(o) any attempts to decompile, reverse engineer, disassemble, modify or hack the Site or its application; or
(p) using the Site as a forwarding service to another website thereby promoting the Site with inappropriate links, titles or descriptions; or
(q) engaging in activities, whether lawful or unlawful, that we determine to be harmful to our Users, operations, reputation, goodwill, or customer relations.
Violations of system or network security may result in civil or criminal liability. You agree not to use any device, software or routine or data to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on this Site. You agree, further, not to use or attempt to use any engine, software, tool, agent, data or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents or interfaces provided by RP or generally publicly available browsers.
14. Miscellaneous Stuff: Severability; Assignment; Third Party Beneficiary Rights; and Entire Agreement
In the event that one or more portions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision contained in this Agreement. You may not assign your rights or delegate your responsibilities hereunder without the express written permission of RP. RP may, at any time, assign its rights or delegate its obligations hereunder without notice to you. This Agreement and any documents expressly incorporated by reference constitute the entire agreement between RP and you pertaining to the subject matter hereof.
15. Updates and Modifications
In its sole discretion, RP may unilaterally amend or modify this Agreement or any other documents referenced herein at any time by posting this amended Agreement on the Site. Any amended or modified terms will be effective upon posting. Continued use of the Site constitutes acceptance of any modified terms and conditions. RP reserves the right to delete, modify or supplement the Content of this Site at any time for any reason without notification to anyone. If you have any questions about this Agreement, email us.
16. Termination of use
You may want to delete the information you shared with us on by modifying your account information at My Account page. You can also send us an email to terminate your account. Termination will be immediate and result in irreversible deletion of all account data.
RP may, in its sole discretion, suspend, block access, delete the content, suspend or terminate your right to use our services or terminate your account or your use of the Site anytime without notice and for any reason including without limitation to the following instances:
(a) When your supplied information is proven or suspected to be untrue, inaccurate, falsified or incomplete; or
(b) You infringe or RP suspects that you are infringing upon our intellectual property rights; or
(c) You infringe or RP suspects that you are infringing upon the intellectual property rights or other rights of third parties or; or
(d) You breach your confidentiality obligations in respect of your password; or
(e) Pursuant to requests or directives by law enforcement, government, statutory or regulatory body or authority or for complying with applicable laws pursuant to a court order or directive of any government, statutory or regulatory body or authority; or
(f) Due to security and technical issues or problems; or
(g) When there is nonpayment of the price for Goods purchased by you; or
(h) When you are engaged in or RP suspects that you are engaged in any illegal activity or one of the prohibited activities described herein; or
(i) If you tamper with the Site, misrepresent the identity of a User, use buying agents to resell or conduct fraudulent activities on the Site; or
(j) Due to discontinuation of service offerings in respect of the Goods; or
(k) Due to extended periods of your account inactivity; or
(l) Your breach of any other material term of the Terms and Conditions.
In the event of suspension or termination of your account, we shall not be held liable for any loss or damage which you may suffer as a result of such suspension or termination, including without limitation to loss of data, loss of use of our services or for deletion or loss of the content. Upon termination, we shall have no obligation to grant you access to or use of our services. Termination of your account for whatever reason shall however not prejudice or impair any antecedent right or obligation of parties that accrued prior to termination. You are personally liable for any orders that you place or charges that you incur prior to termination. RP reserves the right to change, suspend or discontinue all or any aspects of the Site at any time without prior notice.
17. Force majeure
Neither party will be liable for any delay or failure to perform its obligations pursuant to this Agreement as a result of any cause beyond its reasonable control; including but not limited to acts of God, unusually severe weather, destruction by fire or flood, power failure, interruption or failure of electricity and power, malfunction or damage to computer systems, acts of governments, acts of terrorism, hostilities between nations, war, strikes, boycotts, lockouts, industrial and labour dispute, infectious diseases, epidemics as well as travel restrictions due to such events provided that such performance shall be excused only to the extent of and during such disability. If such delay or failure continues for at least ninety (90) days, either party will be entitled to terminate this Agreement by notice in writing.
Unless otherwise expressly stated in the Terms and Conditions, notices under the Terms and Conditions shall be in writing and may be delivered by hand, or by ordinary or registered mail or by facsimile or by electronic mail to the addresses last made known by one party to the other party. Notice will be deemed given: (a) in the case of hand delivery or registered mail, upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving party; (b) in the case of ordinary mail, fortyeight (48) hours after posting; (c) in the case of facsimile, at the time stated in the printout of the facsimile transmission report; and (d) in the case of electronic mail, at the time when the mail was sent and stored in the information system of the sender.
Any waiver of any right or consent given under this Agreement is only effective if it is in writing and signed by the waiving or consenting party. It shall apply only in the circumstances for which it is given and shall not prevent the party giving it from subsequently relying on the relevant provision. No delay or failure to exercise any right under this Agreement shall operate as a waiver of that right. No single or partial exercise of any right under this Agreement shall prevent any further exercise of that right (or any other right under this Agreement).
No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any of the parties shall not constitute a waiver by such party of the right to pursue any other available remedies.
Provisions of this Agreement which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination shall remain in full force and effect notwithstanding such termination.
22. Contracts (Rights of Third Parties) ACT (CAP. 53B)
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap.53B) to enforce any of the Terms and Conditions.
23. Governing law and juridiction
These Terms and Conditions shall be governed by the law of Singapore without giving effect to any principles or conflicts of laws. Both parties irrevocably and unconditionally submit to the exclusive jurisdiction of the Singapore courts.