THE HAPPITAT PTE. LTD. (“HAPPITAT”)

TERMS OF USE – INTERIOR DESIGNERS

Last updated on May 2021

Welcome to the Happitat website. Please read these terms of use (“Terms”) carefully before accessing and/or using any website, any electronic application owned and/or maintained by Happitat, and the Services (as defined below) (collectively, the “Website” or “Platform”) so that you are aware of your legal rights and obligations with respect to Happitat. You should also read our Privacy Policy on our Website at www.thehappitat.com which sets out how we collect and use your personal data.

1. THESE TERMS

1.1 These terms of use (“Terms”) constitutes a legally binding contract between The Happitat Pte. Ltd., (“Happitat,” “we,” “us,” “our”) and the Interior Designer accessing and/or using our Website (“ID”, “you”, “your”) with respect to your use of the Website.

1.2 These Terms are incorporated herein by reference to the Letter of Agreement entered into between Happitat and you, containing the Terms & Conditions for Interior Designers (“Terms and Conditions”), which together with the said document comprise the entire agreement among the parties hereto.

1.3 By using this Website located at www.thehappitat.com (together with any other websites maintained by Happitat that may be accessed through this website), you agree to abide by the Terms contained herein as well as the Terms and Conditions.

1.4 Happitat may from time to time vary or amend these Terms and/or change the Website including discontinuing any Services, without notice. Happitat shall post the amended Terms on the Website. Any access to and/or use of the Website after the amendment of these Terms shall be deemed to be acceptance of the amended Terms by you. If you do not agree to the amended Terms, you have the right to leave the Website and cease using the Website and all Services. It is therefore your responsibility to check the Terms regularly for any changes.

2. CONSENT TO THE TERMS

You represent and warrant that you have read, understand and agree to be bound by the Terms, the Terms and Conditions (and our Privacy Policy and other documents referred to herein) which constitute a legal agreement between you and Happitat. You represent and warrant that you have full authority to accept the Terms. If you are accepting on behalf of someone else, you represent and warrant that you have full legal authority to bind that person or entity to these Terms. If you do not have full legal authority to bind your entity to the Terms, please ensure that an authorised person from your entity consents to and accepts the Terms, otherwise you are prohibited from accessing, linking to or using this Website.

3. SERVICES

3.1 Happitat provides a platform to facilitate and help users such as homeowners (“Customers”) who visit our Website, to find, match and reach out to the right interior designers and contractors for their home renovation projects.

3.2 You may voluntarily choose to register an account with Happitat in your capacity as an interior designer (“Account”) and create a professional profile on Happitat where you are entitled to use our services via creation of the Account. Such services shall include but are not limited to:

(a) features to maintain your profile information;

(b) uploading your content such as mood boards, sketches, three-dimensional drawings, other audio/visual works, information, feedback, payment invoices and quotations for Happitat and the Customers to view and download and/or any other content that may be provided by you in the course of using the Account (collectively, the “Content”);

(c) the uploading of payment invoices and quotations for Happitat and the Customers to view and download; and

(d) any other features, contents, or applications that Happitat may offer via the Website from time to time in its sole discretion,

(collectively, the “Services”).

3.3 While we make every effort to ensure that our Services are always available, our Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We do not guarantee that our Services will be free from bugs or viruses, and you should use your own virus protection software. You are responsible for configuring your information technology, computer programmes, and platform in order to access our Website and Services.

4. YOUR ACCOUNT

4.1 In registering for an Account on our Website, you shall provide truthful, accurate and up-to-date information about yourself.

4.2 You agree not to share your account credentials or give others access to your Account. If and when we detect that an Account is shared by multiple users, we may treat this as a security breach and suspend or terminate your Account.

4.3 We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you are in breach of these Terms.

4.4 You are responsible for all actions or activities that happens by, through or under your Account, unless you promptly report to Happitat of any actual or likely misuse.

4.5 Please note that some of the information requested during registration of Your Account is mandatory and you shall provide this information in order for the successful creation of an Account; other information is optional and You may choose whether to provide it. Creation of an Account may be subject to requests for more information, review and/or approval by Happitat in its sole and absolute discretion.

4.6 Please note that our Website serves only as a platform to connect you with Customers, and we are not in any way, a party to any transactions between you and these Customers (“Transactions”). We shall have no liability to any party in connection with such Transactions, and you hereby acknowledge that you are assuming the risks when using the Services to facilitate Transactions.

5. YOUR RIGHTS

5.1 You retain your rights to any Content you submit, post or display on or through the Website. By submitting, posting and/or displaying such content, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, process, copy, reproduce, adapt, modify, publish transmit, display and distribute such Content in any and all media or through any distribution channels (now known or later developed), subject to the applicable provisions in our Privacy Policy.

5.2 You shall be responsible for your use of your Content and any consequences thereof, including any consequences of the use of your Content by other users or third parties. We shall not be responsible or liable for any use of your Content, nor the use of any Content submitted or posted by other users or visitors of our Website.

5.3 You warrant that your Content is not and will not infringe rights of any third parties and that you have all the necessary rights, power and authority to satisfy your obligations with regard to your Content under these Terms.

5.4 To the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.

6. OUR RIGHTS

6.1 All intellectual property rights (“Intellectual Property Rights”) whether existing or future rights in the contents of this Website (“Website Content”), this Website and Services we provide including without limitation the underlying technology and software, and any patents, copyrights, trademarks, service marks, trade secrets, know-how and other proprietary rights of any type, including rights in and to all applications and registrations relating to the foregoing shall, as between you and Happitat, at all times be and remain the sole and exclusive property of Happitat or have been lawfully licensed to us. You hereby acknowledge that these rights are valid and enforceable. All rights under applicable laws are hereby reserved.

6.2 Except as set forth in this Agreement, you shall not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sub-license, sell, reverse engineer, decompile, or disassemble or commercially exploit any part of the Website Content, Website or any Service in any way or create any derivative works without our prior written permission.

6.3 The Website and Services shall only be used (a) to the extent permitted pursuant to these Terms or (b) as expressly authorised in writing by Happitat, its licensors or suppliers. Use of the Website or any Services for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Website and/or any Services.

6.4 Our name “Happitat” and our trademarks, logos and service marks (be it registered or unregistered) may not be used without our express prior written consent.

6.5 We may (at our sole discretion) review Content submitted or posted by you on our Website via the Account. We shall have the right to remove any Content which we consider as offensive, harmful, deceptive, discriminative, defamatory or otherwise inappropriate or misleading, or Content that we believe may be infringing rights of third parties. We do not endorse or support any views expressed by any users on our Website.

7. NO WARRANTIES

7.1 Our Website is provided “as is” without warranties or representations of any kind, either express or implied, including, without limitation, any warranties of merchantability, fitness for a particular purpose, title, non-infringement and freedom from computer viruses. Happitat periodically adds, changes, improves or updates the Website Content without notice. Happitat hereby disclaims all liability for any errors or omissions in the Website Content. You are solely responsible for, and assume all risks associated with, your access, link to and use of this Website, Services and Website Content. Happitat assumes no responsibility for the timeliness, deletion, improper delivery, or failure to store any user communications or personalisation setting.

7.2 Happitat does not warrant or make any representations regarding the access and/or use of, or the results of the use of, the Website, or any of the Website Content or any Services in terms of their correctness, accuracy, completeness, reliability, or otherwise.

7.3 Happitat does not warrant or make any representations that the Website and Services will meet your requirements, that the functionality of the Website and Services will be uninterrupted or error free, that defects will be corrected or that the Website and Services or the server that makes them available are free of viruses or anything else that may be harmful or destructive.

8. LIMITATION OF LIABILITY

8.1 You acknowledge and agree that your only right with respect to any problems or dissatisfaction with the use of our Website and Services is to request for termination of your Account and/or discontinue any use of our Website and Services.

8.2 In no event shall Happitat, its subsidiaries, affiliates, partners, suppliers or licensors or other representative be liable to you for any damages, losses, expenses, and/or liabilities under any causes of action (whether in contract or tort, including negligence, or otherwise) caused through the access to or use of, or the inability to access or use, the Website and Services. To the extent permitted by law, Happitat will not be liable for any indirect or consequential loss or damage whatsoever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the access to or use of, or the inability to access or use, the Website and Services even if Happitat or its authorised representative has been advised of the possibility of such damages.

8.3 In the event that Happitat is liable for damages despite the foregoing provision, you agree that Happitat’s aggregate liability to you for any and all causes of action in relation to the Website, Website Content, any Services, or any other website and these Terms, shall not exceed the total amount of fees and charges paid by you to Happitat for the Services from which such liability arose.

8.4 The exclusions and/or limitations of liability under these Terms shall not apply to the extent that such exclusions and/or limitations are prohibited by applicable law, including liability for death or personal injury arising from Happitat’s negligence.

9. THIRD-PARTY LINKS

9.1 The use of certain Services may require you to visit or otherwise use certain third-party services, and our Website may contain links to such other websites (“Third-Party Links”) for your convenience. These Third-Party Links are controlled and maintained by others. Your use of these Third-Party Links shall be subject to the privacy policies and third parties’ own terms of use.

9.2 The presence of these Third-Party Links on our Website does not indicate any approval or endorsement by us of any linked website or any material contained within such website, and we disclaim any such approval or endorsement.

9.3 You further acknowledge and agree that Happitat shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such Third-Party Links, websites or services.

10. PRIVACY & SECURITY

10.1 Protecting your privacy is important to us. Our Privacy Policy describes how we use and protect information you provide to us on our Website.

10.2 The security of information transmitted through the Internet can never be guaranteed. Happitat hereby disclaims all liability for any interception or interruption of any communications through the Internet or for changes to or losses of data. You are responsible for maintaining the security of any password or other forms of authentication involved in obtaining access to password protected or secure areas of Happitat sites. In order to protect you and your data, Happitat may suspend your use of the Website, without notice, pending an investigation, if any breach of security is suspected.

11. LINKING POLICY

11.1 You may not frame this Website or any part thereof, cache or create hyperlinks to any part of this Website or any of the Website Contents, without the prior written permission of Happitat and (where relevant) Happitat’s third party suppliers.

11.2 We shall have the right to remove or disable any unauthorised hyperlinks to or any unauthorised frames of this Website or the Website Contents, appearing on any other website.

11.3 Should you wish to hyperlink to our Website, you shall make a specific request for, and seek prior consent from us for hyperlinking to, or framing, this Website or any of the Website Contents, or engaging in similar activities. We shall have the right to impose conditions when permitting any hyperlinking to or framing of this Website or any of the Website Contents.

11.4 By framing or creating hyperlinks to this Website or any of the Website Contents, linking to, or your framing of this Website or any of the Website Contents will constitute acceptance of these Terms. This is deemed to be the case even after the posting of any changes or modifications to these Terms. If you do not accept these Terms (including any modifications), you must discontinue linking to, or framing of this Website or any of the Website Contents.

11.5 Under no circumstances shall Happitat be considered to be associated or affiliated in any manner whatsoever with any marks, logos, insignia or other devices used or appearing on websites which hyperlink to this Website or any of the Website Contents.

12. ACCEPTABLE USE

As part of these Terms, you agree not to misuse the Website or help anyone else to do so. You agree not to do any of the following in connection with the Website, including but not limited to:

(a) using our Website for unlawful or unauthorised purposes;

(b) re-sell or attempt to benefit in a commercial fashion from any data, content or information available on our Website;

(c) probe, scan, or test the vulnerability of any system or network;

(d) breach or otherwise circumvent any security or authentication measures or service use limits;

(e) access, tamper with, or use non-public areas of the Website;

(f) interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the Website, or by scripting the creation of any content in such manner as to interfere with or create an undue burden on the Website;

(g) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Website or any related technology that is not open source;

(h) access, search, or create accounts for the Website by any means (automated or otherwise) other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk) or attempt to do so;

(i) send unsolicited communications, promotions or advertisements, or spam;

(j) send altered, deceptive, or false source-identifying information, including “spoofing” or “phishing”;

(k) conduct surveys, contests, or pyramid schemes, or promote or advertise products or services without appropriate authorisation;

(l) abuse referrals or promotions;

(m) post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent, libelous, defamatory, abusive, or knowingly false, and/or that infringe intellectual property rights;

(n) violate applicable laws or regulations in any way; or

(o) violate the privacy or infringe the rights of others.

13. FEEDBACK

13.1 We value and welcome feedback on our Website. You agree that we are free to use, disclose, adopt and/or modify any feedback and any information (including any ideas, concepts, proposals, suggestions or comments) provided by you to use in connection with our Website or any Services we offer, without any payment to you.

13.2 You hereby waive and agree to waive any rights to claim for any fees, royalties, charges or other payments in relation to our use, disclosure, adoption and/or modification of any of your feedback.

14. WAIVER

No failure to exercise, or delay in exercising, any right pursuant to these Terms or provided by law shall affect that right or operate as a waiver of the right. The single or partial exercise of any right under these Terms or provided by law shall not preclude any further exercise of it.

15. RIGHTS OF THIRD PARTIES

A person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act to enforce any of these Terms.

16. SEVERABILITY

If any of the provisions of these Terms becomes invalid, illegal or unenforceable, in whole or in part, such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of these Terms and the legality, validity and enforceability of the remainder of these Terms shall not be affected.

17. WHOLE AGREEMENT

These Terms (together with the Terms and Conditions, Privacy Policy and other references and documents referred to in these Terms) set out the whole agreement between you and Happitat in respect of the subject matter contained herein, and supersede any previous draft, agreement, arrangement or understanding, whether in writing or not, relating to the subject matter contained herein.

18. TERMINATION

18.1 Happitat shall have the right to deny access to, and to suspend or terminate your access to, the Website and/or Account, or to any features or portions of the Website and/or Account, and to remove and discard any content or materials you have submitted to the Website, at any time and for any reason or for no reason and without notice to you. We shall have the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.

18.2 Where termination occurs, such termination shall be without prejudice to any rights and obligations of either party which has accrued prior to such termination and any obligations which expressly or by implication is intended to come into or continue in force on or after such termination.

19. GOVERNING LAW & JURISDICTION

19.1 These Terms and all matters relating to your access to, or use of, the Website and the Services, shall be governed by and construed in accordance with the laws of the Republic of Singapore.

19.2 You hereby irrevocably submit to the jurisdiction of the Singapore courts.

20. QUESTIONS

If you have any questions or concerns about these Terms, please send us an email at help@thehappitat.com

 

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