These Terms of Use shall govern the access to and/or use of the online platforms of MKPH Technologies Pte. Ltd. of Singapore (“MyKuya”) including, but not limited to, the mobile application, website, and social media accounts (collectively the “Sites” or “Site”). It shall be the sole responsibility of the User to fully read and understand these Terms of Use in accessing the Site or Sites and/or using the Site Services. Access of the Site or Sites and/or use of the Site Services shall constitute acceptance of, and agreement to be bound by these Terms of Use. If you do not agree to these Terms of Use, do not access and/or use the Site or Sites.

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1. DEFINITIONS

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Section 1 states the meaning of the following words and phrases used in these Terms of Use.

 

“Site or Sites” refers to the mobile application, website, and social media accounts owned and maintained by MyKuya, which are online platforms where Clients and MyKuya Partners can identify and connect with each other for the purpose of executing an agreement on performance of various services required by Client.

 

“Site Services” refers to the hosting and maintenance of the Site or Sites by MyKuya.

 

“User” refers to any person or entity that accesses and/or uses the Site or Sites whether as a visitor, Client or as a MyKuya Partner.

 

“MyKuya Account” refers to the arrangement in which MyKuya grants the User the right to access and use the Site or Sites and Site Services upon compliance by the User of MyKuya requirements.

 

“Client” refers to any person or entity that requires the performance of certain services which are offered by a MyKuya Partner.

 

“MyKuya Partner” refers to any person or entity that offers the performance of services through the Site or Sites.

 

“Project” means an engagement for MyKuya Partner services that a MyKuya Partner provides to a Client as a result of the use of the Site or Sites.

 

“Service Contract” means the agreement between a Client and a MyKuya Partner governing the services to be performed by a MyKuya Partner for Client for a Project.

 

“Payment Method” means a valid credit card issued by a bank acceptable to MyKuya, or such other method of payment as MyKuya may accept from time to time in its sole discretion.

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2. PURPOSE OF MyKuya

 

Section 2 discusses what MyKuya does and does not do when allowing use of the Site and providing the Site Services.

 

2.1 MYKUYA BUSINESS ACTIVITY

MyKuya is a technology company that owns and maintains the Site or Sites and makes the Site and Site Services available to Users to enable MyKuya Partners and Clients to find and transact directly with each other. Through the Site and Site Services, MyKuya Partners may be notified of Clients seeking the services they offer, and Clients may be notified of MyKuya Partners that may offer the services they seek.

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2.2 MYKUYA LIMITATIONS

(a) MyKuya does not introduce MyKuya Partners to Clients, find Projects for MyKuya Partners, or find MyKuya Partners for Clients. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and MyKuya is not a party to that Service Contract.

 

(b) MyKuya does not: (i) make any representations about or guarantee the truth or accuracy of any MyKuya Partner’s or Client’s information and content on the Site; (ii) does not verify any feedback or information provided by Users about MyKuya Partners or Clients; and (iii) does not vet or otherwise perform background checks on MyKuya Partners or Clients.

 

(c) MyKuya does not, in any way, supervise, direct, control, or evaluate MyKuya Partners or their work and is not responsible for any Project, Project terms or work product.

 

(d) MyKuya makes no representations about and does not guarantee, and Users agree not to hold MyKuya responsible for, the quality, safety, or legality of MyKuya Partner services; the qualifications, background, or identities of Users; the ability of MyKuya Partners to deliver MyKuya Partner services; the ability of Clients to pay for MyKuya Partner services; User information and content, statements or posts made by Users; or the ability or willingness of a Client or MyKuya Partner to actually complete a transaction.

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(e) MyKuya will not have any liability or obligations under or related to Service Contracts and/or MyKuya Partner services for any acts or omissions by the Users.

 

(f) MyKuya does not, in any way, supervise, direct, or control any MyKuya Partner or MyKuya Partner services; does not impose quality standards or a deadline for completion of any MyKuya Partner services; and does not dictate the performance, methods or process MyKuya Partner uses to perform services.

 

(g) MyKuya does not, in any way, provide or guarantee MyKuya Partner a regular salary or any minimum or regular payment. A MyKuya Partner will be paid by a Client at such times and amounts as agreed upon with such Client in a given Service Contract. Consequently, MyKuya shall not be responsible as a withholding agent for any withholding taxes on the payments pursuant to a Service Contract.

 

(h) MyKuya does not provide MyKuya Partners with training or any equipment, labor, tools, or materials related to any Service Contract.

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(i) MyKuya does not provide the premises at which MyKuya Partners will perform the work. It shall be the sole discretion of MyKuya Partners whether or not to engage subcontractors or employees to perform MyKuya Partner services. Whether or not MyKuya Partner uses subcontractors or employees, MyKuya Partner further agrees and acknowledges that it is solely responsible for acts or omissions of its subcontractors or employees with respect to the Project.

 

3. MyKuya ACCOUNTS

 

Section 3 states the requirements and consequences of creation of a MyKuya Account.

 

3.1 REGISTRATION AND ACCEPTANCE

To access and use certain portions of the Site or Sites and Site Services, a User must register for a MyKuya Account. By registering for a MyKuya Account and by accepting the Terms of Use when prompted on the Site or Sites, a User agrees to be bound and to abide by the provisions of these Terms of Use and subsequent changes.

 

MyKuya reserves the right to decline a registration for a MyKuya Account or to add to an Account or Accounts of a User.

 

Certain portions of the Site or Sites are available to Site visitors, including those portions before Account registration is accepted. These Terms of Use shall be applicable with respect to access of such portions by Site visitors.

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3.2 ACCOUNT ELIGIBILITY

MyKuya offers the Site and Site Services for lawful business and individual needs of the User. With the registration of a MyKuya Account and use of the Site and Site Services, it is represented and warranted that the User:

(a) will use the Site and Site Services for valid business and individual purposes only;

 

(b) has capacity to enter into contracts and is of majority age, if the User is an individual who registers a MyKuya Account in their personal capacity;

 

(c) is duly authorized to enter into binding contracts, including these Terms of Use, and to create and register a MyKuya Account on behalf of a company, if the User is an employee, officer, agent, or representative of a company;

 

(d) has a valid and duly registered business, if the User is a self-employed individual/sole proprietor, corporation, limited liability company, or other juridical entity;

 

(e) is compliant with any registration, licensing, permit, or other requirements with respect to the conduct of business, if the User is engaged in business.

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3.3 ACCOUNT PROFILE

To register for a MyKuya Account to join the Site, a User must complete a User profile (“Profile”), which the User consents to be shown to other Users and, unless the User changes the privacy settings, the public. The User agrees to provide true, accurate, and complete information in the Profile, in all registration and other forms on the Site or Sites completed by the User, or in other documents that the User provides to MyKuya. In addition, the User shall be responsible in updating their own information in the Site or Sites. The User agrees not to provide any inaccurate, false or misleading information in the Site or Sites and the User shall rectify or correct any information that is or becomes false or misleading.

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3.4 MyKuya ACCOUNT TYPES

The two (2) types of MyKuya Accounts are the Client Account and the MyKuya Partner Account.

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3.4.1 CLIENT ACCOUNT

If the User desires to avail of the services of any of the MyKuya Partners, the User can register for a Client Account or add a Client Account to an existing MyKuya Partner Account. A Client Account may have several authorized Users and each User under a Client Account (“Client Team Member”) can be given different permissions to act on behalf of the Client Account.

 

3.4.2 MYKUYA PARTNER ACCOUNT

A User who offers skills and services required by Clients in the Site or Sites can register for a MyKuya Partner Account or add a MyKuya Partner Account to an existing Client Account. A MyKuya Partner Account may have several authorized Users and each User under a MyKuya Partner Account (“MyKuya Partner Team Member”) can be given different permissions to act on behalf of the MyKuya Partner Account.

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3.5 ACCOUNT PERMISSIONS

By granting Client Team or MyKuya Partner Team Member/s permissions under a Client or MyKuya Partner Account, a User represents and warrants that:

(a) the Client/MyKuya Partner Team Member is authorized to act on behalf of the User;

 

(b) they are financially responsible for the Client/MyKuya Partner Team Member’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the User; and,

 

(c) they are fully responsible and liable for any action of a Client/MyKuya Partner Team Member, including making payments and entering into Service Contracts.

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3.6 IDENTITY AND LOCATION VERIFICATION

From time to time, a registered MyKuya Account will be subject to verification, including, but not limited to, validation against third-party databases or official government or other legal documents that confirm the User’s identity, location, and other relevant matters. Subject to the existing law and regulations on data privacy, by registering a MyKuya Account, a User authorizes MyKuya, directly or through third parties, to require submission of documents and information and make inquiries necessary to validate a User’s identity, location, ownership of e-mail address and credit card accounts registered with MyKuya, and other related matters. When requested by MyKuya, a User must provide timely and complete information necessary for the verification and validation of the User’s MyKuya Account.

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3.7 USERNAMES AND PASSWORDS

When a User registers for a MyKuya Account, the User will be asked to identify a username and password for the MyKuya Account. The User is entirely responsible for safeguarding and maintaining the confidentiality of the username and password and agrees not to share such username and password with any person who is not authorized to use the Account. The User authorizes MyKuya to assume that any person using the Site or Sites with the User’s username and password has been duly authorized by the User. The User agrees to notify MyKuya immediately if it is suspected or it becomes known by the User that there has been unauthorized access of Account or any unauthorized use of the username and/or password for the User’s MyKuya Account.

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3.8 REVOCATION AND CLOSURE OF ACCOUNT

MyKuya reserves the right, in its sole discretion, to revoke the registration of an Account/s without prior notice to the affected User if such User violates the Terms of Use and upon finding that misleading information has been provided in creating, marketing, or maintaining the Profile or Account.

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4. RESPONSIBILITIES OF USERS, CLIENTS, AND MYKUYA PARTNERS

 

Section 4 discusses some of the responsibilities of Users when using the Site and Site Service to find, evaluate, and enter into a Service Contract with a MyKuya Partner or Client.

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4.1 RESPONSIBILITIES OF USERS

At all times, Users are solely responsible for evaluating and determining the suitability of any Project, Client or MyKuya Partner. Users acknowledge, agree, and understand that MyKuya is not a party to the relationship or any dealings between Client and MyKuya Partner. Without limitation, Users are solely responsible for:

(a) ensuring the accuracy and legality of any User information and content;

 

(b) determining the suitability of other Users for a Service Contract through the conduct of interviews, vetting, background checks, or other similar actions;

 

(c) assessing whether or not to enter into a Service Contract with another User and for verifying any information about another User, feedback, comments, ratings and other relevant information from other Users

 

(d) negotiating, agreeing to, and executing any terms or conditions of Service Contracts.

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4.1.1 RESPONSIBILITIES OF CLIENTS

Users who are Clients shall additionally be responsible for:

(a) ensuring that services required to be rendered by MyKuya Partners are possible and legal;

 

(b) paying for services rendered by MyKuya Partners and withholding and remitting to the appropriate government agency any taxes and/or mandatory contributions, if applicable;

 

(c) obtaining the appropriate government registration and permits, in the case of Clients engaged in business and who require MyKuya Partners services in relation with their business.

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4.1.2 RESPONSIBILITIES OF MYKUYA PARTNERS

MyKuya Partners acknowledge and agree to be solely responsible for:

(a) performing the services required by Clients in accordance with the agreement entered into with Client;

 

(b) invoicing and tax reporting and payment associated with payments received from Clients, without any obligation to withhold any taxes on the part of MyKuya;

 

(c) obtaining the appropriate government registration and permits in relation with the performance of services;

 

(d) paying the compensation or service fees of employees and subcontractors, respectively, engaged to perform the services required by Clients and remitting to the appropriate government agency the corresponding withholding taxes and/or mandatory contributions;

 

(e) securing insurance covering liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law.

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Nothing in these Terms of Use is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any MyKuya Partner from engaging in any other business activities or providing any services through any other channels they choose.

 

In the event of an audit of MyKuya, MyKuya Partner agrees to promptly cooperate with MyKuya and provide copies of MyKuya Partner’s tax returns and other documents as may be reasonably requested for purposes of such audit, including, but not limited to, records showing MyKuya Partner is engaging in an independent business as represented to MyKuya.

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4.2. MARKETPLACE FEEDBACK AND USER CONTENT

Users hereby allow MyKuya to publish on the Site or Sites, on their behalf and solely for the convenience of Users, information about the User, such as User identity, User credentials, feedback, rating, and comments of other Users, geographical location, among other things. However, such information is based solely on unverified data that MyKuya Partners or Clients voluntarily submit to MyKuya and does not constitute and will not be construed as an introduction, endorsement, or recommendation by MyKuya.

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Users acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that MyKuya post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site or Sites. Users acknowledge and agree that feedback results for Users, including Users Client Satisfaction Score, wherever referenced, and other User Content highlighted by MyKuya on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. Users further acknowledge and agree that MyKuya will make Composite Information available to other Users, including composite or compiled feedback. MyKuya provides its feedback system as a means through which Users can share their opinions of other Users publicly, and MyKuya does not monitor, influence, contribute to or censor these opinions. Users acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. Users agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

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MyKuya does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. Users are solely responsible for their respective User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with User Content if such User Content is legally actionable or defamatory. MyKuya is not legally responsible for any feedback or comments posted or made available on the Site or Sites by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, MyKuya reserves the right (but is under no obligation) to remove posted feedback or information that, in MyKuya’s sole judgment, violates the Terms of Use or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of MyKuya. Users acknowledge and agree that Users will notify MyKuya of any error or inaccurate statement in the feedback results, including the Composite Information, and that if Users do not do so, MyKuya may rely on the accuracy of such information.

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5. MYKUYA FEES

 

Section 5 describes what fees Users agree to pay to MyKuya in exchange for MyKuya allowing the use of the Site and Site Services.

 

5.1 MYKUYA PARTNERS PAYMENTS

MyKuya Partners pay MyKuya fees (“MyKuya Fees”) for using the Site’s or Sites’ communication, charging, reporting, dispute resolution and payment features. When a Client pays a MyKuya Partner for services and/or other expenses pertaining to a Project, MyKuya will credit the MyKuya Partner’s Account for the full amount paid by Client, and then deducts and disburses to MyKuya the corresponding MyKuya Fees. The MyKuya Partner hereby irrevocably authorizes and instructs MyKuya to deduct the MyKuya Fees from the MyKuya Partner Account and disburse the said MyKuya fees to MyKuya.

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5.2 ADMINISTRATION FEES

MyKuya Partners may pay MyKuya an administration fee (“Administration Fee”) to cover costs for the maintenance of the Site or Sites and administration of payments via the disbursement method chosen by MyKuya Partner. The Administration Fee corresponding to each disbursement method is listed under Fees and Schedules on the Site and is subject to revision as and when MyKuya may deem necessary.

 

5.3 PAYMENT PROCESSING AND ADMINISTRATION FEES

Clients pay MyKuya fees for payment processing and administration related to the MyKuya Partner Fees that Clients may pay to MyKuya Partners pursuant to a Service Contract between the Client and MyKuya Partner.

 

5.4 GOVERNMENT CHARGES

MyKuya may be required by applicable law to collect and remit government charges such as, but not limited to, taxes and mandatory insurance premium contributions from MyKuya Partners and/ or Clients. In such instances, any amount MyKuya is required to collect and/or withhold and remit to the government shall be in addition to, and shall not be considered as part of the fees owed to MyKuya under these Terms of Use.

 

5.5 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

MyKuya does not introduce Clients to MyKuya Partners and does not help MyKuya Partners secure Projects. MyKuya merely makes the Site and Site Services available to enable MyKuya Partners to connect with Users. Therefore, MyKuya does not charge a fee when a MyKuya Partner finds a suitable Client or finds a Project. In addition, MyKuya does not charge any fee or dues for posting User ratings and feedback, including Composite Information.

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5.6 PAYMENT METHODS

Payment of the MyKuya Fees and/or Administration Fees shall be through a valid Payment Method such as a credit card, or any other Payment Method which may be acceptable to MyKuya or its parent entity Supertap Pte. Ltd. ("Supertap") a company registered and governed by the laws of Singapore.
 
In case of payment through credit card, Users must provide the necessary credit card account and shall authorize MyKuya or Supertap to:
 
(a) run the necessary credit card authorizations;
 
(b) store credit card, bank, or other relevant financial information of the User, subject to the provisions of the MyKuya Privacy Policy;
 
(c) charge User’s credit card (or any other Payment Method ) for the MyKuya Fees and any other amounts owed under the Terms of Use. To the extent permitted by applicable law and subject to our Privacy Policy, Users acknowledge and agree that MyKuya or Supertap may use certain third-party vendors and service providers to process payments and manage User’s Payment Method information.

By providing Payment Method information through the Site or Sites and authorizing payments through the chosen Payment Method, User represents, warrants, and covenants that:
(a) User is legally authorized to provide such information;
 
(b) User is legally authorized to make payments using the chosen Payment Method;
 
(c) the Client Team Member or MyKuya Partner Team Member providing Payment Method Information and authorizing payments is an employee, agent, or representative of the User who is duly authorized by the company or person to undertake said actions;

(d) the foregoing actions do not violate the terms and conditions applicable to User’s use of such Payment Method or applicable law.
 
When User authorizes payment using a Payment Method via the Site or Sites, User represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under these Terms of Use or the other supplementary agreements and arrangements cannot be collected from User’s nominated Payment Method, User is solely and immediately responsible for payment of such amounts by other lawful means.
 
Because the use of any Payment Method may be limited by applicable law or by written agreement with User’s financial institution, MyKuya or Supertap are not liable to any User if MyKuya does not complete a transaction as a result of such limitation or if the applicable financial institution fails to honor any credit or debit to or from an account associated with such Payment Method.

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6. NON-BYPASS OF MYKUYA

 

Section 6 discusses a User’s agreement to engage with a Client or MyKuya Partner only through MyKuya for two years from the date of connection with such Client or MyKuya Partner through the Site or Sites.

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6.1 ACTS OF BYPASS

Users acknowledge and agree that for twenty-four (24) months from the time a User connects with another User through the Site or Sites (“Non-Bypass Period”), Users shall use the Site or Sites as the exclusive channel to request for and/or offer work or services and pay for and/or receive all payments for work or services with such other User. During the Non-Bypass Period, the affected Users may not directly transact with each other or may not transact through other channels or intermediaries other than MyKuya.

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Users agree that the following are instances of, but not limited to, violation of the Non-Bypass provision of these Terms of Use:

• Submission through means other than the Site or Sites of proposals to, or solicitation from other Users who were identified by the proposing or soliciting User through the Site or Sites.

• Acceptance of proposals or solicitations through means other than the Site or Sites by Users who were identified by the proposing or soliciting User through the Site or Sites.

• Execution of contracts, invoicing, or receipt of payments outside the Site or Sites by Users who were previously connected through the Site.

• Declaration of, and/or invoicing on the Site for payment in an amount lower than that actually agreed between Users.

• Referral of a User identified by the referring User on the Site to a third party who is not a User of the Site for purposes of making or receiving payments outside the Site or Sites.

 

6.2 PENALTY

Users who commit acts of bypass agree to be liable to MyKuya for liquidated damages in the amount of PhP1,000,000.00.

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Users agree to notify MyKuya immediately if another User suggests commission of the foregoing acts of bypass or other similar acts.

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7. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND MYKUYA PARTNER

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Section 7 discusses the nature of the relationship between a Client and MyKuya Partner.

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7.1 SERVICE CONTRACT BETWEEN CLIENT AND MYKUYA PARTNER

If a Client and a MyKuya Partner connect through the Site or Sites and enter into a Service Contract with respect to a Project, such Service Contract pertains to a contractual relationship directly and exclusively between the Client and MyKuya Partner. Users acknowledge and agree that MyKuya is not a party to such Service Contracts, that the execution of a Service Contract between Users will not, under any circumstance, create an employment, partnership or joint venture, or other service relationship between MyKuya and the Users.

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With respect to any Service Contract, Clients and MyKuya Partners may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, limit, or expand MyKuya’s rights and obligations under the Terms of Use.

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7.2 DISPUTES AMONG USERS

For disputes arising between Clients and MyKuya Partners connected to the access and use of the Site or Sites, Users agree to abide by the dispute process provided in these Terms of Use that apply to the Users’ particular Service Contract. If the dispute process does not resolve the dispute between the Users, the latter may pursue other dispute resolution measures independently, but Users acknowledge and agree that MyKuya will not and is not obligated to provide any dispute assistance.

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Users hereby release MyKuya, its subsidiaries, affiliates, officers, directors, agents, partners, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User. This release includes, but is not limited to, disputes regarding the performance and quality of MyKuya Partner Services provided to Client by a MyKuya Partner and non-payment by a Client for MyKuya Partner Services rendered.

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8. TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS

 

Section 9 discusses the intellectual property rights of MyKuya.

 

8.1 The MyKuya names and logos and all related names, design marks and slogans are the trademarks or service marks of MyKuya.

 

8.2 MyKuya is the owner of all the materials: illustrations, photographs, video or audio sequences or any graphics published on the Site or Sites. Those works are protected by copyright laws and treaties around the world. All such rights are reserved and may not be used without MyKuya’s expressed approval in writing.

 

8.3 MyKuya must not use any part of the materials on the Site or Sites for commercial purposes without obtaining a license to do so from us or from our licensors. Reproduction or use of said materials in any format, digital or otherwise, for purposes of promotion, publication, display or distribution beyond the scope of these Terms of Use is prohibited without a written permission from MyKuya. Unauthorized use of the Site or Sites may give rise to a claim for damages and/or be a criminal offense.

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9. WARRANTY AND LIMITATION OF LIABILITY

 

Section 10 discusses MyKuya warranty and liability limitation to Users.

 

9.1 MYKUYA WARRANTY

THE SITE AND THE SITE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MYKUYA MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS TERMS OF USE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MYKUYA DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE USER. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST MYKUYA WITH RESPECT TO ANY DEFECTS, NONCONFORMANCES, OR DISSATISFACTION. YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE.

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9.2 LIMITATION OF LIABILITY OF MYKUYA

MyKuya is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Use, including, but not limited to:

• your use of or your inability to use MyKuya Site or Sites or Site Services;

• delays or disruptions in MyKuya Site or Sites or Site Services;

• viruses or other malicious software obtained by accessing, or linking to MyKuya Site or Sites or Site Services;

• glitches, bugs, errors, or inaccuracies of any kind in MyKuya Site or Sites or Site Services;

• damage to your hardware or device from the use of the MyKuya Site or Sites or Site Services;

• the content, actions, or inactions of third parties’ use of the MyKuya Site or Sites or Site Services;

• a suspension or other action taken with respect to User’s Account;

• User’s reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the MyKuya Site or Sites; and

• User’s need to modify practices, content, or behavior or User’s loss of or inability to do business, as a result of changes to the Terms of Use.

 

ADDITIONALLY, IN NO EVENT WILL MYKUYA, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF MYKUYA, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $1.00 OR (B) ANY FEES RETAINED BY MYKUYA WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR MYKUYA PARTNER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

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10. INDEMNIFICATION

 

Section 9 discusses User’s agreement to pay for any costs or losses MyKuya may incur as a result of a claim brought against MyKuya related to User’s use of the Site or Site or Site Services.

 

Users will indemnify, defend, and hold harmless MyKuya, its affiliates, directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site or Sites and the Site Services by Users or User’s agents, including any payment obligations or default incurred through use of the Site Services; (b) any Service Contract entered into by Users who have connected with each other through the Site or Sites; (c) any employmentrelated claims between Users and their employees, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with the Terms of Use by Users or their agents; (d) failure to comply with applicable law by Users or their agents; (e) negligence, willful misconduct, or fraud by Users or their agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by Users or their agents. For purposes of this Section 9, User’s agents includes any person who has apparent authority to access or use a User’s account demonstrated by using User’s username and password.

 

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by User or a third party or other User against an Indemnified Party.

 

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against User or a third party or other User.

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11. AGREEMENT TERM AND TERMINATION

 

Section 13 discusses User’s and MyKuya’s agreement about when and how long these Terms of Use will last, when and how either User or MyKuya can end the binding effect of these Terms of Use.

 

11.1 TERMINATION

Unless both User and MyKuya expressly agree otherwise in writing, either of User or MyKuya may terminate the binding effect of these Terms of Use Agreement at any time, without explanation, upon written notice to the other. User may provide written notice of termination through the Site or Sites. In the event User properly terminates the binding effect of the Terms of Use, the User’s right to use the Site or Sites and Site Services is automatically revoked, and the User’s Account will be closed. As MyKuya is not a party to any Service Contract between Users, termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If a User attempts to terminate the binding effect of these Terms of Use while having one or more pending Projects, Users agree (a) Users will continue to be bound by these Terms of Use until all such Projects have been closed on the Site or Sites; (b) MyKuya will continue to perform those Site Services necessary to complete any open Project or related transaction between Users; and (d) Users will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any pending Service Contracts, whichever is later, to MyKuya for any Site Services or such other amounts owed under the Terms of Use and to any MyKuya Partners for any MyKuya Partner Services.

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Without limiting MyKuya’s other rights or remedies, MyKuya may temporarily or indefinitely revoke access to the Site or Sites or Site Services, deny User’s registration, or permanently revoke User’s access to the Site and refuse to provide any or all Site Services to users if: (i) Users breach any terms and conditions of this Terms of Use, (ii) MyKuya suspects or becomes aware that Users have provided false or misleading information to MyKuya, or (iii) MyKuya believes that User’s actions may cause legal liability for other Users, MyKuya or its Affiliates, may be contrary to the interests of the Site or Sites or other Users, or may involve illicit or illegal activity. If a User’s Account is temporarily or permanently closed, such User may not use the Site under the same Account or a different Account or reregister under a new Account without MyKuya’s prior written consent. If a User attempts to use the Site under a different Account, MyKuya reserves the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by a User to MyKuya to the extent permitted by applicable law.

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Users acknowledge and agree that the value, reputation, and goodwill of the Site or Sites depend on transparency of User’s Account status to all Users. Users therefore agree as follows: IF MYKUYA DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE A USER’S ACCOUNT, MYKUYA HAS THE RIGHT, WHERE ALLOWED BY LAW, TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH SUCH USER TO INFORM THEM OF THE USER’S CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR A USER’S ACCOUNT CLOSURE. USERS AGREE THAT MYKUYA WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

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11.2 ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if a User’s Account is closed for any reason, a User will no longer have access to data, messages, files, or other materials a User keeps on the Site and that any closure of a User’s Account may involve deletion of any content stored in such User’s Account for which MyKuya will have no liability whatsoever. MyKuya, in its sole discretion and as permitted or required by law, may retain some or all of such User’s Account information.

 

11.3 DISPUTE RESOLUTION

Any dispute arising out of or in connection with these Terms of Use, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with Singapore arbitration rules. The language of the arbitration shall be English. The fees of the arbitrator shall be borne equally by the parties, provided that the arbitrator may require that such fees be borne in such other manner as the arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law.

 

11.4 SURVIVAL

After the termination of the Account of a User, the terms of these Terms of Use that expressly or by their nature contemplate performance after the binding effect of these Terms of Use terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-bypass, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after the termination of a User Account. Without limiting any other provisions of the Terms of Use, the termination of a User Account for any reason will not release a User or MyKuya from any obligations incurred prior to termination of a User Account or the binding effect of these Terms of Use or that thereafter may accrue in respect of any act or omission prior to such termination.

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12. GENERAL

 

Section 13 discusses additional terms of the agreement between User and MyKuya.

 

12.1 ENTIRE AGREEMENT

This Agreement, together with the other Terms of Use, sets forth the entire agreement and understanding between User and MyKuya relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Use are included for ease of reference only and have no binding effect. Even though MyKuya drafted the Terms of Use, Users represent that they had ample time to review and decide whether to agree to the Terms of Use. If an ambiguity or question of intent or interpretation of the Terms of Use arises, no presumption or burden of proof will arise favoring or disfavoring User or MyKuya because of the authorship of any provision of the Terms of Use.

 

12.2 MODIFICATIONS; WAIVER

No modification or amendment to the Terms of Use will be binding upon MyKuya unless in a written instrument signed by a duly authorized representative of MyKuya or posted on the Site or Sites by MyKuya. MyKuya’s failure to act with respect to a breach by a User does not waive MyKuya’s right to act with respect to subsequent or similar breaches. MyKuya does not guarantee it will take action against all breaches of these Terms of Use.

 

12.3 ASSIGNABILITY

User may not assign the Terms of Use, or any of its rights or obligations hereunder, without MyKuya’s prior written consent in the form of a written instrument signed by a duly authorized representative of MyKuya. MyKuya may freely assign this Agreement and the other Terms of Use without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Use are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

 

12.4 SEVERABILITY

If and to the extent any provision of these Terms of Use is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

 

12.5 FORCE MAJEURE

MyKuya and the User will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.

 

12.6 GOVERNING LAW/CHOICE OF LAW

These Terms of Use shall be governed and interpreted pursuant to the laws of Singapore.