The person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Arcadier’s Marketplace Admin Service (“Service”).
If you are signing up for the Service on behalf of your employer or company, your employer or company shall be the Account Owner. If you are signing up for the Service on behalf of your employer or company, then You represent and warrant that You have the authority to bind your employer or company to our Terms of Service.
The Terms of Service shall be governed by and interpreted in accordance with the laws of the Republic of Singapore. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Republic of Singapore with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
If any provision of this Terms of Service is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of the Terms of Service will remain in full force and effect.
A violation or breach of any item in the Terms of Service will result in an immediate termination of the Service at the sole discretion of Arcadier. However, Arcadier is not obligated to terminate the Service should any term be violated or breached.
Nothing in this agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between Arcadier and you. Arcadier is not acting as your representative or agent with respect to the Service. The relationship between Arcadier and you is one of independent contractors.
To access and use Arcadier’s Service, you must register for an Arcadier account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Arcadier may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
You will ensure that all information you provide to us via the Arcadier Marketplace Admin Portal (for instance, information provided in connection with your registration for the Services, requests for increased package or usage limits, etc.) is accurate, complete and not misleading.
In the course of using there Arcadier Services, you may like to enable the acceptance of Credit or Debit Cards, in such instances, you shall only use payment gateways that support the direct submission of Cardholder Data from the customer’s browser to the payment gateway via a direct http POST, hosted fields or embedded iFrame methods. You may not develop any Modifications to the Software or Services to interface or process Cardholder Data of any kind. You agree to defend, indemnify, and hold harmless Arcadier, its Affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses or damages arising out of or relating to any claim concerning Your breach of this Section. The foregoing obligation shall be governed by the indemnification procedures under Section 5 of the agreement. “Cardholder Data” means “cardholder name, expiration date and/or service code See Sensitive Authentication Data for additional data elements that may be transmitted or processed (but not stored) as part of a payment transaction.”
In the course of using there Arcadier Services, you may like to also accept other form of payment types on your marketplace (Eg. Direct Debit, Bank Transfer, Cash on Delivery). You are solely responsible for protecting all information provided to you (as admin) by anyone using your marketplace. You agree to defend, indemnify, and hold harmless Arcadier, its Affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses or damages arising out of or relating to any claim concerning. Your breach of this Section.
You acknowledge that Arcadier will use the email address you provide as the primary method for communication.
You are responsible for keeping your password secure. Arcadier cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. If you become aware of any unauthorized use of your Account or password, you agree to notify Arcadier immediately.
You agree not to access (or attempt to access) the administrative interface of the Arcadier Services by any means other than through the interface that is provided by Arcadier in connection with the Service, unless you have been specifically allowed to do so in a separate agreement with Arcadier.
You may use the Arcadier Services to run your marketplace on the Arcadier infrastructure. You may not use the Arcadier Service for the purpose of bringing an intellectual property infringement claim against Arcadier or for the purpose of creating a product or service competitive with the Service.
In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, etc.
Arcadier retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Arcadier reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
The Account Owner shall provide Arcadier with accurate, current and complete information on the Account Owner’s legal name, address, email address and phone number and maintain and promptly update this information if it should change.
Customer shall comply with the export and import laws and regulations of the Republic of Singapore and other applicable jurisdictions in using the Service and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing.
You may not use the Arcadier service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the Republic of Singapore. You will comply with all applicable laws, rules and regulations in your use of the Service.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Arcadier.
Your use of the Services shall not include service bureau use, outsourcing, renting, reselling, sublicensing of a single User login, or times haring of the Service.
Except as expressly authorized in the Terms of Service, You shall not and shall not permit any third party to: (a) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services in any manner or form; (b) access or use the Services to circumvent or exceed Your Account limitations or requirements; (c) use Arcadier’s Services for the purpose of building a similar or competitive product or service, (d) obtain unauthorized access to Arcadier’s Services (including without limitation permitting access to or use of the Services via another system or tool, the primary effect of which is to enable input of requests or transactions by other than authorized Users); (e) use the Services in a manner that is contrary to applicable law or in violation of any third party rights of privacy or intellectual property rights; (f) publish, post, upload or otherwise transmit Customer Content that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or (g) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark the Services with the exception of tools necessary to validate the performance or security of the Customer’s Site(s). Customer shall comply with all applicable local and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation those related to privacy, electronic communications, personal dataprotection laws and anti-spam legislation.
You agree and acknowledge that Arcadier and the Service will not be used to host other third party software applications that are not directly dependent on or is required to interact with the Software.
You hereby grant Arcadier a non-exclusive, worldwide, irrevocable, perpetual, royalty-free right and license to use all Account Owner data that Arcadier may obtain through (a) accessing the Marketplace, (b) providing the Service, (c) access to data from third parties regarding Account Owner’s use of Third Party Applications or Third Party Web Services or other Third-Party Content (including analytics data and any unique account identifiers) for the purposes of (i) providing Support Services and other services to the Account Owner; (ii) improving the Arcadier Software and the Services; (iii) performing analyses related to the Arcadier Software and the Account Owner’s use of the Arcadier Software and the Services. The foregoing license includes the right for Arcadier to develop and publish or otherwise make available broadly applicable insights regarding aggregated data but only when the data has been aggregated or de-identified so that such insights cannot reasonably be used to identify End-Users or the Account Owner.
You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Arcadier or Arcadier trademarks and/or variations and misspellings thereof
Arcadier does not pre-screen Marketplace Content and it is in our sole discretion to refuse or remove any Marketplace Content that is available via the Service. We may, but have no obligation to, remove Marketplace Content and Accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, goes against generally accepted public views or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Arcadier customer, Arcadier employee, member, or officer will result in immediate Account termination. Arcadier reserves the right to seek legal advice and action at any time after such an event has occurred.
We reserve the right to provide the Service to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Arcadier employees and contractors may also be Arcadier customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
The failure of Arcadier to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Arcadier and govern your use of the Service, superseding any prior agreements between you and Arcadier (including, but not limited to, any prior versions of the Terms of Service).
We reserve the right to refuse service to anyone for any reason at any time and we reserve the right to modify or terminate the Service for any reason, without notice at any time.
The Account Owner is responsible for all activities conducted under its End User logins and for its End Users’ compliance with this Agreement. Your use of the Service shall not include service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single Account login, or time-sharing of the Service. Except as expressly authorized by Arcadier, you shall not and shall not permit any third party to: (a) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify Arcadier’s Services in any manner or form; (b) access or use Arcadier’s Services to circumvent or exceed Service limitations or requirements; (c) use Arcadier’s Services for the purpose of building a similar or competitive product or service, (d) obtain unauthorized access to the Services (including without limitation permitting access to or use of the Services via another system or tool, the primary effect of which is to enable input of requests or transactions by other than authorized End Users); (e) use Arcadier’s Services in a manner that is contrary to applicable law or in violation of any third party rights of privacy or intellectual property rights; (f) publish, post, upload or otherwise transmit Customer Content that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or (g) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark the Services with the exception of tools necessary to validate the performance or security of the Your Marketplace.
You agree that under no circumstances shall Arcadier, its affiliates, subsidiaries, directors, officers and employees (collectively “Indemnified Person(s)“) be liable for any direct, indirect, incidental, special, consequential, exemplary or other losses or damages whatsoever, including, without limitation losses or damages that result from any transaction involving Arcadier’s Services or any resulting contractual relationship between yourself and a seller or purchaser or any third party. These limitations shall apply even if Arcadier has been advised of the possibility of such losses or damages, and Arcadier’s aggregate liability under this agreement for any claim is limited to the aggregate amount paid by you as monthly fees for the service during preceding three month period.
You will provide information on other materials related to your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Terms. We may access and monitor your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring. You will reasonably cooperate with us to identify the source of any problem with Arcadier’s Services that we reasonably believe may be attributable to your Content or Modifications, or any End User materials that you control.
You retain ownership of the overall Marketplace Content that you upload to Arcadier Services. We do not claim any intellectual property rights over the Content you provide to the Arcadier service. You can remove your Arcadier Marketplace at any time by deleting your Account with us, subject to section 14 on the Termination of Service. You are responsible for protecting your intellectual property rights, as appropriate.
By uploading Content on your Marketplace, you agree: (a) to allow other internet users to view the Marketplace Content; (b) to allow Arcadier to display and store the Content from your Marketplace; and (c) that Arcadier can, at any time, review all the Content submitted by you to our Service. You are responsible for compliance of the Content on your Marketplace with any applicable laws or regulations.
We will not disclose your confidential information to third parties, except as required in the course of providing our services or for internal reporting purposes. Confidential information includes any materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
You agree that You are solely responsible for the accuracy, completeness, and timeliness of Your Marketplace Content, and the Content of the Site(s) and for any decision made or action taken by You, any End User, or any Third Party in reliance upon any Content on your Marketplace. You agree and acknowledge that Arcadier’s sole obligation in this regard is to accurately reproduce such Content on Your instruction as provided in this Agreement.
You are responsible for all activity and content such as data, graphics, photos, videos and links that is uploaded under your Arcadier Account. You must not transmit any worms or viruses or any code of a destructive nature.
You acknowledge and understand that, notwithstanding the Location designations specified by Customer, the Content on your Marketplace could be hosted, transferred or stored outside Singapore through Third-Party Applications or Third-Party Web Services. It is the Customer’s responsibility to negotiate any cross-border data transfer restrictions with such third parties.
You may choose to or we may invite you to submit Comments or Ideas about the Arcadier Services, including without limitation about how to improve the Arcadier Services or our products (“Ideas”). By submitting any Comment or Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Arcadier under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
The Account Owner is responsible for all activities conducted under its End User (Buyers and Seller accounts on their marketplace) logins and for its End Users’ compliance with this Agreement.
You agree that you are solely responsible (Arcadier has no responsibility to you or to any third party) for the marketplace or any content that you create, transmit or display while using the Arcadier Services and for the consequences of your actions (including any loss or damage which Arcadier may suffer) by doing so.
In the event that You become aware of any violation of the Acceptable Use Policy by an End User of Your Marketplace, you shall immediately terminate such End user’s account on your marketplace. Arcadier reserves the right to disable Marketplaces in response to a violation or suspected violation of the Acceptable Use Policy.
You agree that Arcadier has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Marketplaces and any Content. Arcadier’s responsibility is limited with supplying the necessary software and customer service for you to back up your data.
Arcadier’s services may include Google Ads/Google Graphic Display Network, hyperlinks to other web sites or content or resources or email content, Social Media ads (eg. Facebook Network Display). Arcadier may have no control over any web sites or resources which are provided by companies or persons other than Arcadier.
You acknowledge and agree that Arcadier is not responsible for the availability of any such external sites or resources and does not endorse any advertising, products or other materials on or available from such web sites or resources.
You acknowledge and agree that Arcadier is not liable for any loss or damage incurred by you or your Customers as a result of the availability or lack thereof of those external sites or resources, or as a result of any dependence placed on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
From time to time, we may apply upgrades, patches, bug fixes or other maintenance to the Services (“Maintenance”) and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.
Based on the observed load on the Production Instance, Arcadier will take reasonable action to maintain the performance of Marketplaces. You agree that Arcadier can unilaterally decide to increase the server capacity beyond the Baseline Server Configuration. Arcadier will make reasonable efforts to contact You when server capacity increases are required and inform you if extra charges is required for the increase.
You will maintain and implement commercially reasonable information and data security guidelines for maintaining security controls as it relates to the Customer Information. At a minimum, your information security guidelines shall include (i) a requirement that Customer shall comply, in all material respects, with applicable Laws, (ii) a plan to assess and manage system failures, (iii) a regular assessment of data security risks, with adjustments made to the data security program to reduce such risks, and (iv) notice and incident response procedures. Customer agrees that Arcadier shall have Access to the Customer’s Account for the purposes of ensuring that Customer has met its security obligations and for monitoring Customer’s compliance with the terms of the Agreement.
You acknowledge that PayPal and or/ Stripe will be used by as payments gateway(s) to receive fees for the utilization of Arcadier Services. It is your sole responsibility as the Account Owner to activate and maintain these accounts. If you wish to unlink either accounts, it is your responsibility to inform Arcadier. For the avoidance of doubt, PayPal and Stripe are Third Party Services, as defined in Section 12 of the Terms of Service.
You will pay the Fees applicable to your subscription to Arcadier’s Services (“Subscription Fees”) and any other applicable fees, including but not limited to fees relating to the processing of transactions under your Account (“Transaction Fees”), and any fees relating to your purchase of any products or services such as POS Equipment, shipping, apps, themes, web hosting, domain names or Third Party Services (“Additional Fees”) were available and applicable. Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. Arcadier will charge applicable Fees to the credit card account that you authorize (“Authorized Card”), and Arcadier will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency unless otherwise agreed upon.
Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Arcadier’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will be charged directly from the Account Owner’s Stripe or Paypal account. You agree and acknowledge that Arcadier has the right to terminate its Services to You should the fee be deemed uncollectible, due to but not limited to a Stripe or Paypal account being unlinked, a Stripe or Paypal account being deactivated or otherwise impaired. In the event of a termination as a result of the above, Arcadier is not obligated to transfer any pre-existing data collected within the Arcadier Services back to You.
All Fees are exclusive of applicable local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
Arcadier reserves the right to make unilateral changes to the Fees charge at any time, without reason or cause required. In such an event, Arcadier will inform you at least 30 days in advance of any such changes by posting the changes to the Arcadier Site (Arcadier.com) or the administration menu of your Arcadier Marketplace via an announcement. If there exist a contract between You and Arcadier for a fixed term period at a previously agreed Fee structure, You will not be impacted by the Fee changes until the end of the period unless otherwise agreed separately with You.
You understand that Your Marketplace Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks
In addition to these Terms of Service, you also agree to be bound by the additional terms applicable to the Services you purchase from, or that are provided by, Arcadier’s Partners or other Third Parties.
Arcadier may, in the course of providing or promoting our Services, recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”). Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services or Arcadier’s website is entirely at Your own risk and discretion, and it is Your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them.
Arcadier does not provide any warranties with respect to Third Party Services. You acknowledge that Arcadier has no control over Third Party Services, and shall not be responsible or liable to anyone for such Third Party Services. The availability of Third Party Services on Arcadier’s websites, including the Arcadier App Store, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Arcadier.
You agree that if you install or enable a Third Party Service for use with Arcadier’s Services, you grant us permission to allow the applicable Third Party Provider to access your data and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Arcadier is not responsible for any disclosure, modification or deletion of your data or Marketplace Content, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or Marketplace Content.
Google Maps for instance is a Third Party Service that is used within the Services. Your use of the Service is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, as it may be amended by Google from time to time. Under no circumstances shall Arcadier, its affiliates, subsidiaries, directors, officers and employees (collectively “Indemnified Person(s)“) be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any Arcadier Development Partner. These limitations shall apply even if Arcadier has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Arcadier partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.
Arcadier Development Partners is an online directory of independent third parties (“Development Partners”) that can help you build and operate your Arcadier Marketplace. Arcadier does not employ Development Partners and is in no way affiliated with Development Partners.
Arcadier does not endorse Development Partners and takes no responsibility for any work performed by Development Partners or failure to fulfill a work order. Links to websites of Development Partners, announcements about services or offers, and responses to email inquiries regarding Development Partners, are provided solely for informational purposes at the discretion of Arcadier and shall not be construed or imply permission, or an affiliation, position regarding any issue in controversy, authentication, appraisal, sponsorship, nor a recommendation or endorsement of any website, product, service, activity, business, organization, or person, and any offers, products, services, statements, opinions, content or information on any linked third-party website.
Under no circumstances shall Arcadier, its affiliates, subsidiaries, directors, officers and employees (collectively “Indemnified Person(s)“) be liable for any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any direct, indirect, incidental, special, consequential, exemplary or other damages that result from any contractual relationship between you and Arcadier Development Partners. These limitations shall apply even if Arcadier has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by law.
The Enterprise Customer Terms of Service and Arcadier Terms of Service constitute separate written agreements. The Enterprise Customer Terms of Service apply to components of the Arcadier Services released under Arcadier’s API Platform with includes usage of Arcadier’s APIs both in the Sandbox and Live environment (API Services). To the limited extent that the Enterprise Customer Terms of Service expressly supersede these Terms, the Enterprise Customer Terms of Service govern your agreement with Arcadier for the use of the components of the Arcadier Services released under the API Services.
You must comply with the current technical documentation applicable to Arcadier’s Services (including the applicable Enterprise Customer Terms of Service) as posted by Arcadier from time to time on the Arcadier Website. Additionally, if you create technology that works with our Service, you all agree that all such technology is subjected to the Agreement and you must comply with the current technical documentation applicable to that Service (including the applicable Development Partner Terms of Service) as posted by Arcadier.
Upon termination of the Services by either party for any reason:
If at the date of termination of the Service, there are any outstanding Fees owed by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
Arcadier reserves the right to modify or terminate the Arcadier Service or Your Account for any reason, without notice at any time.
Arcadier reserves the right to charge a monthly interest on any amount outstanding till the final invoice is paid in full.
Arcadier reserves the right at its discretion to take any legal action deem necessary to recover any outstanding payment including interest charged till the date of the action.
Fraud: Without limiting any other remedies, Arcadier may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with Arcadier’s Services.
Arcadier reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.
Arcadier shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.