TERMS AND CONDITIONS

Thanks for your interest to use our products and services ("Services"). The Services are provided by The Services are provided by CORALS LIFE PTE. LTD., SINGAPORE ("Corals", "us", "We", "Our", "Platform"), Registration No.: 201919945W.

These terms and conditions ("Agreement") are the legally binding terms and conditions between (1) Corals, a company incorporated in Republic of Singapore with ACRA Registration No.: 201919945W; and (2) the party being a merchant, retailer, commercial or other registered or organized entity ("Merchant") (collectively, "you" or its derivatives), governing the access to or use of ("use" or its derivatives) Coral’s digital assets - Corals website, Corals managed or published mobile applications and any services offered by Corals (collectively, the "Services"), An individual user ("Individual User") signed up as an individual to use Merchant ("your") schemes using our Services. By registering to use the Service offered by Corals you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom you are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

1. License

Corals offers you a revocable, non-transferable, non-exclusive and limited license to use the Services, upon the terms and conditions of this Agreement.

2. Conditions

(i) Merchant shall use the Services only for its own business purposes, strictly in accordance with service agreement signed with Corals or as otherwise expressly agreed in writing by Corals under any applicable merchant agreement between the Merchant and us, always as intended, described or implied by Corals, and not for any purpose that is unlawful or prohibited by any applicable law, in contravention or infringement of the rights of third parties or in any way that could be detrimental to Corals or the Services; (ii) authorises Corals to disclose any information provided by the Merchant in relation to the Merchant Scheme to any Individual User who is, or is applying to be, registered in respect of such Merchant Scheme, and Corals may, if it considers appropriate in its sole discretion, approve, modify or refuse any communications related to us from the Merchant to Individual Users. (iii) authorizes Corals to contact or share or promote our services relating to other Merchants on Corals to Individual Users who have signed up for your Merchant Scheme.

3. Restrictions

Without prejudice to the generality of the foregoing, you shall not, in any way, directly or indirectly, in relation to any of the Services or part thereof: (i) sell, rent, lease, license or sublicense, assign, distribute, or transfer the Services; (ii) violate or compromise the functionality or security of the Services, including without limitation by copying, reproducing, creating derivative works of, deciphering, translating, disassembling, decompiling, reverse engineering or discovering, deriving or removing source code or trade secrets of the Services, whether in respect of any intellectual property, ideas, algorithms, file formats, programming, interoperability interfaces or otherwise, or make attempts to do any of the foregoing; or (iii) export or re-export the Services; or (iv) make attempts to do any of the foregoing, without our express prior written approval.

4. Disclaimer

Corals may provide you with information on Individual Users or third parties who may or may not be users of the Services (collectively, "Third Parties") or links to other websites or services on the Internet ("Third Party Websites"). Corals does not control and is not responsible for: (i) the acts, omissions, or compliance with any applicable laws, rules or regulations, of any Third Parties; or (ii) the functionality, security or any other aspect of any Third Party Websites. Corals does not verify, control and is not responsible for the accuracy, completeness or currency of any information provided in respect of any Third Parties, including any Individual User or Merchant, or any Third Party Website. You acknowledge and agree that in dealing with any Third Parties, using any Third Party Websites, or relying on any information provided to you under the Services, you do so at your own risk.

5. No Warranty

While Corals aims to make the services available, functional and secure as far as reasonably possible, your attention is specifically drawn to the fact that corals makes no representations or warranties of any kind, express or implied, with respect to the services provided, including, without limitation, any warranty of merchantability or fitness for a particular purpose, and corals hereby expressly disclaims the same. in addition, the services are provided on an "as is" basis and corals does not warrant that the services will be uninterrupted, error-free or completely secure. further, corals may, if it deems appropriate in its sole discretion and with or without prior notice, update, modify, release new versions of, restrict, suspend or terminate any of the services provided. You understand, acknowledge and agree to the foregoing, and that your use of the services is subject to the same, and you agree to put in place such contingency plans as are necessary taking into account the foregoing.

6. LIMITATION ON LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT CORALS SHALL NOT, UNDER ANY CIRCUMSTANCES, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES, DAMAGES, LIABILITIES, CLAIMS, COSTS AND/OR EXPENSES OF ANY KIND WHATSOEVER INCLUDING LOSS PROFITS, LOSS OF REVENUE, LOSS OF CHANCE, LOSS OF DATA AND COSTS INCURRED TO LIMIT ANY OF THE FOREGOING ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE SERVICES, WHETHER BASED IN CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH LOSSES OR DAMAGES WERE FORESEEABLE AND YOU ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
THE MERCHANT ACKNOWLEDGES AND AGREES THAT IN ANY EVENT, CORALS'S TOTAL LIABILITY TO A MERCHANT FOR ANY AND ALL CLAIMS WHATSOEVER ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF COMMISIIONS (EXCLUDING TRANSACTION COSTS) OR FEES PAID BY THE MERCHANT TO CORALS UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE DATE OF FORMAL COMMENCEMENT OF ACTION BY THE MERCHANT IN RESPECT OF ANY CLAIM.

7. Indemnity

You shall, at your sole cost and expense, defend, indemnify and hold harmless Corals, Corals's employees, directors and officers as well as any Corals affiliates, such as agents, sub-contractors, accountants, bankers, financial or legal advisors or consultants, from and against any direct, indirect, special, incidental or consequential losses, damages, liabilities, claims, costs and/or expenses of any kind whatsoever including loss profits, loss of revenue, loss of chance, loss of data and costs incurred to limit any of the foregoing arising out of your breach of any of the terms of this Agreement.

8. Representations and Warranties

The Merchant represents and warrants that: (i) it is a duly established and existing legal entity in its country of incorporation and all necessary approvals, permits, authorization and licenses from the authorities required by it under the laws and regulations of its country of incorporation to enter into and perform this Agreement have been obtained; (ii) all actions have been taken by it to comply with all legal, corporate and other requirements necessary to ensure that the entry and performance of this Agreement will not infringe any laws or regulations applicable to it or contravene its constitutional documents or any agreement or contract binding on it; and (iii) the Agreement is binding and enforceable against the Merchant in accordance with all its terms.

9. Intellectual Property

Corals owns all right, title and interest in and to the Services including, without limitation, any intellectual property rights and any improvements, modifications, enhancements or refinements thereto. Except as provided in this Agreement, all such rights not expressly granted to you are reserved.

10. Confidentiality

Each party acknowledges that in connection with this Agreement it will have access to certain confidential, personal and/or proprietary information of the other party ("Confidential Information"). Confidential Information includes but is not confined to information either marked as confidential or information known by the receiving party as being treated by the disclosing party as confidential, and shall remain the sole property of the disclosing party. The receiving party agrees to keep Confidential Information confidential and not to use such information except as authorized by this Agreement or the disclosing party, and to accord to such information the same standards and protections that it uses to protect its own confidential information, save that the receiving party shall have the right to disclose Confidential Information to the extent required by applicable law or to the directors, officers or employees of the receiving party who have a need to know such Confidential Information in order to perform its obligations under the Agreement and to the extent such directors, officers or employees are subject to obligations of confidentiality and non-disclosure that are substantially similar to the obligations set forth in this Agreement. The prohibitions contained herein will not apply to information: (i) already lawfully known to the receiving party prior to such disclosure by the disclosing party; (ii) independently developed by the receiving party without access to or use of the disclosing party's Confidential Information; (iii) disclosed in published materials; (iv) generally known to the public; or (v) lawfully obtained from any third party. In addition, a party will not be considered to have breached its obligations under this Agreement to the extent that Confidential Information is required to be disclosed by any governmental authority, provided that, to the extent legally practicable, the receiving party advises the disclosing party prior to making such disclosure in order that the disclosing party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information. Except for Confidential Information necessary for the performance of obligations or exercise of rights under this Agreement, materials or documents containing Confidential Information will be returned to the disclosing party promptly following written requests thereof or otherwise in accordance with this Agreement.

11. Force Majeure

If any party is prevented from performing any of its obligations under the Agreement due to any cause beyond the party's reasonable control, the time for that party's performance will be extended for the period of the delay or failure to perform due to such cause, except that you will not be excused from the payment of any sums of money owed by you to Corals prior to such cause.

12. Termination

Corals or the Merchant may terminate this Agreement in accordance with the Merchant Agreement, the Subscription Plan, or this Agreement. In the event of any inconsistency in the terms thereof, the following shall prevail from most to least controlling: the Merchant Service Agreement; and this Agreement. If the Merchant enters into a Merchant Subscription Plan for our services, at the end of the applicable Subscription Plan ("existing subscription"), Subscription Plan will automatically renew for another term (depending on the existing term) unless either party gives written notice to the other party at least thirty (30) days before the expiration of existing subscription plan of the party's intent not to renew. No subscription amount shall be refunded to Merchant upon termination. Each party ("Terminating Party") shall have the right to terminate the Agreement with immediate effect by giving written notice to the other party ("Other Party"), or in the case of termination by Corals, by Corals ceasing to provide the Services to the Merchant, or in the case of termination by the Merchant, by the Merchant de-registering its account with Corals: (i) if the other party becomes insolvent, goes into liquidation, passes any resolution for its liquidation or winding up, or any step is taken by the Other Party or any other third party for the appointment of a receiver, judicial manager or like officer in relation to the Other Party; (ii) upon the dissolution of the Other Party; or (iii) if the Other Party is in material breach of any of its obligations under this Agreement (including non-payment of any amounts due and payable by the Merchant to Corals) and has not cured such breach to the reasonable satisfaction of the Terminating Party within fourteen (14) days of the Terminating Party's notice to the Other Party to cure such breach. Upon termination: (i) Corals shall be entitled to inform any Individual User which has registered with the Merchant in respect of any Merchant Scheme of the Merchant's termination of this Agreement and any matter relating thereto, and may delete or retain information relating to the Merchant as allowed or required under applicable law; and (ii) the Merchant shall immediately cease using the Services in any way save only for the purposes of terminating the Agreement or complying with any obligations surviving thereafter. (iv) the Merchant is fully liable in honoring all offers not limited to advances received, promise of offers made, unfulfilled discounts to the Individual User registered with the Merchant. Liability of Corals ends with informing the Individual User of termination of Agreement between the Merchant and Corals.

Surviving Obligations: The obligations of Corals and you under this Agreement that by their nature would continue beyond the termination of this Agreement, including without limitation obligations of confidentiality, shall survive termination thereof.

13. Notices

In Writing. Any reference in this Agreement to a notice or the terms "in writing", "written" or similar shall include the same delivered or done in electronic form or by electronic means. Any notice under this Agreement shall be given: (i) electronically, when receipt is confirmed by the receiving party, evidenced by electronic evidence of delivery, or when reasonably understood or expected to have been received, whichever is the earliest; or (ii) by delivery to the party in person, by courier, by facsimile or by registered mail when receipt is confirmed by the receiving party or respectively, at the time of delivery in person, one day after courier delivery, one day after facsimile transmission, and two business days after delivery of registered mail, whichever is the earliest.

14. Independent Contractors

The relationship between Corals and you is that of independent contractors and nothing in this Agreement and no action taken by the parties hereunder shall create or be construed as creating any agency, distributorship, partnership, joint venture or the like for any purpose whatsoever and neither party shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.

15. Assignment

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by you without Corals's prior written consent.

16. Severability

If any provision or part thereof of this Agreement is held to be unenforceable or invalid for any reason, by virtue of being illegal, contrary to public policy or for any other reason, the remaining provisions or parts thereof, to the fullest extent possible, shall continue in full force and effect.

17. Entire Agreement

This Agreement shall include and apply to the terms of any Merchant Agreement and Subscription Plan. In the event of any inconsistency in the terms thereof, the following shall prevail from most to least controlling: (1) Merchant Service Agreement; (2) Subscription Plan; and (3) this Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior statements, whether oral or written, representations, discussions, negotiations and agreements, by phone, e-mail, instant messaging or other means.

18. Amendment and Waiver

Corals may amend any of the terms and conditions of this Agreement from time to time, and shall publish the updated terms and conditions on Corals website or through the Services. You shall be solely responsible for regularly reviewing and keeping yourself informed and up to date of the terms and conditions of this Agreement. The failure of either party to exercise or enforce any of its rights under the Agreement will not act as a waiver of any breach and the waiver of any breach will not act as a waiver of any subsequent breaches.

19. Further Assurances

The parties shall each do all such acts, matters and things as may be reasonably necessary to give full effect to this Agreement.

20. Fees and taxes

The fees charged for use of the Corals services are set out on the Website (or as offered to you in the case of some exclusive plans) ("Fees") and are subject to change. We can change the Fees, and/or introduce new pricing packages and terms, at any time by giving you 30 days' prior notice (by email to your Primary Admin or by displaying a message the next time you use the Corals). The new Fees or pricing/package terms will apply to you from expiry of that notice, unless you choose to cancel your account before the changes take effect. Also, the new Fees will apply to you immediately if you choose to change your plan/package (or if you reactivate your plan after cancellation). Fees are charged in advance on a monthly or annual basis and are non-refundable, including if you only use part of a month or year's subscription for the Corals Services unless a exclusive payment contract is signed between the merchant and Corals. Unless required by law, we will not provide refunds in connection with the Corals Services.

If you are late in paying any Fees including commission charges, you agree to pay a late fee interest of 2% per month on daily outstanding balance basis until the date the full outstanding payment is made.

All Fees are exclusive of all taxes and you are responsible for any taxes that may arise. You indemnify and hold Corals harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest. If you are required to withhold or deduct tax from the Fees, you will pay Corals such additional amounts as are necessary to ensure receipt of the full amount which would have been received but for the deduction.

If you are located outside of Singapore, then payment of your Fees could incur additional bank fees at the discretion of your bank. Bank fees may be charged for currency conversion and international settlement; and your charge may still be subject to additional fees even if you are being charged by Corals in your local currency. If your credit card statement charge differs from your Corals invoice, please contact your bank in the first instance. Corals is not liable for any additional bank transaction fees that may be charged.

21. No Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any term of this Agreement.

22. Governing Law and Dispute Resolution

The Agreement is governed by and construed in accordance with the laws of Singapore, to the exclusion of conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any dispute arising from or in connection with this Agreement shall be dealt with by the courts of Singapore and the parties irrevocably submit to the exclusive jurisdiction thereof and agree not to raise any defense of forum non convenience or similar defense.

Last modified: 30-Jun-2019