Terms of Use

Article 1 (Purpose)

These Terms of Use refer to various services provided by Cloud Ace Ltd. (UEN: 201831258D, location: Ucommune, 6 Shenton Way #22-08, Singapore 068809, hereinafter referred to as the “Company”). The purpose is to establish the conditions necessary for using the Service (hereinafter referred to as the “Service”).

If a person (hereinafter referred to as the “Applicant”) applying for a contract related to the use of this Service (hereinafter referred to as the “Service Agreement”) receives consent from the Company (the “Applicant” is hereinafter referred to as the “User”). The User shall comply with these Terms of Use when using the Service.

If the contents of these Terms of Use differ from the contents of the Service Agreement, the contents of the Service Agreement shall be applied with priority.

The contents, fees, and contract periods, etc. of this Service which can be used by the contractor shall be specified in the Service Agreement in addition to those specified in these terms of service.

Unless specifically provided and stated herein, these Terms of Use shall remain unchanged and still effective.

Article 2 (Application for Service Agreement)

The Applicant shall submit an order form (hereinafter referred to as the “Application Form”) prescribed by the Company to the Company.

The Applicant shall submit the Application Form after agreeing to the contents of these Terms of Use.

In the event that the Company requests the Applicant to submit necessary documents and/or materials in order to decide whether to accept the application for Service Agreement (hereinafter referred to as the “Application”), the Applicant shall submit said documents and/or materials to the Company.

Article 3 (Conclusion of Service Agreement)

The Service Agreement shall be deemed to be concluded at the time the Company accepts the Application pursuant to Article 2 hereof.

The Company may not accept the Application for the Service Agreement if the Company decide that the Applicant falls under any of the following items;

there are any omissions, deficiencies or entry of false facts in the Application Form, or false declarations for the Application;
there is a risk of failing to fulfill the obligations under these Terms of Use or the Service Agreement;
there was any breach of these Terms of Use or the Service Agreement in relation to the Services in the past;
In the case that the business of the Company may be interfered, or the Company determines in its sole discretion that the conclusion of the Service Agreement is not appropriate.

In the event that the Company has accepted the Application, the Company shall notify the Applicant.

Article 4 (Change of Information)

The User shall notify the Company in advance in writing if any of the following events occur.

Change of company name or trade name;
Change of representative;
Change of the location or address of the head office or principal place of business; or
Others Changes to items described in the Application Form submitted to the Company.

Even if the User suffers a disadvantage due to neglecting the notification in the preceding paragraph, the Company shall not be liable for the said disadvantage.

Article 5 (Change of Service Content)

If the User desires to change the contents of the Service, the User shall resubmit the Application Form to the Company.

The provisions of Article 2.2, 2.3 and Article 3 shall apply mutatis mutandis to the procedure for changing the contents of the Service prescribed in the preceding paragraph.

Article 6 (Revision of Terms of Use)

The Company may revise this Terms of Use without obtaining permission from Users. When the User uses or accesses the Services after the date of revision of this Terms of Use, the User shall be deemed that the User has agreed to the revised Terms of Use.

Article 7 (Fees)

In using the Service, the User shall pay the Company for the service fee (hereinafter referred to as the “Service Fee”) specified by the Service Agreement in accordance with the instruction of the Company.

Payment for the Service Fee shall be made in one of the ways specified in the following items approved by the Company. The transfer fee and any other expenses necessary for the said payment shall be borne by the User.

Direct debit;
Bank transfer; or
Other methods defined by the Company.

Article 8 (Penalties)

In the event that the User illegally evades the payment for the Service Fee or any other obligations to the Company, the User shall pay the Company the amount equivalent to twice the amount illegally evaded including tax such as GST.

Article 9 (Late Payment Charge)

In the event that the User fails to pay the Service Fee or defaults on any other obligations to the Company, the User shall pay the Company the late payment charge at rate of 14.6 % per annum from the day following the due date on such outstanding Service Fee.

Article 10 (Prohibitions)

In using the Service, the User shall not perform the acts listed in the following items;

Acts of infringing or being likely to infringe the moral interests including but not limited to honor, trust and privacy, of the Company or a third party;
Acts of infringing or being likely to infringe the copyrights or any other intellectual property rights of the Company or a third party, including but not limited to acts of using the Service for the purpose of building or improving products or services substantially similar to the Service such as machine translation engines;
Acts of using the Service by impersonating the Company or a third party;
Acts of inducing or being likely to induce or facilitate or is likely to facilitate criminal acts;
Acts of tampering or deleting information on the Company or a third party accessible by the Service;
Acts of interfering or being likely to interfere with the provision of the Service;
Acts of using or being likely to use the Service in a way or manner that interferes with the use of the Service by a third party;
Acts of copying, remodeling, reverse engineering the software contents provided by the Company in the Service, and acts of attempting to decompile, adaptation, disassemble and any other acts trying to extract source code;
Acts of providing the Service to operation or management of nuclear facilities, air traffic control, life support equipment or any other uses in which defects in the Service may have a material influence or impact on human life, body or natural environment;
Acts of constructing multiple projects to be charged for each resource, including but not limited to calculation, storage, and communication, for the purpose of evading the payment for the Service Fee;
Processing and storing information subject to the International Traffic in Arms Regulations established by the US Department of State;
Development and operation of communication services which are applications that allow end users to make calls or receive calls through the public switched telephone network;
Acts of using ID or password illegally;
Acts of obstructing or being likely to obstruct the work of others such as spreading computer virus by using the Service, and acts of using or being likely to use a computer program with such risk or providing or being likely to providing it to a third party;
Acts of feeding or leaking information on sexual, adult entertainment, obscene, child pornography, unsuitable for browsing by minors, or any other information judged by the Company as similar to the above or inappropriate; and
In addition to the above, acts of infringing the rights of the Company or a third party, or acts contrary to laws or public order or morality.

Article 11 (Prohibition of Resale)

The User shall not resell, resold or sublicense the whole or a part of the Service to a third party without prior consent of the Company.

Article 12 (Consignment to Third Party)

The Company may consign the whole or a part of the Service to a third party with prior consent of the User.

Article 13 (Notification)

Inquiries or other notification relating to the Service from the User to the Company, and notification concerning the change of these Terms of Use or any other communication from the Company to the User shall be made in accordance with the way defined by the Company.

As long as the Company notifies to at least one of the address, facsimile number, and e-mail address registered by the User, it is deemed given at the time when it should normally reach.

Article 14 (Data Backup)

The Company may confirm and/or copy the data stored on the server by the User in the purpose of maintaining and operating the Service, including but not limited to repair of failed or stopped server equipment.

Article 15 (Privacy)

The Company protects the User's privacy and legal rights under all applicable laws and regulations.

The handling of personal information is based on the privacy policy stipulated by the Company.

To the extent necessary for providing the Service, the Company may access, monitor, use and disclose the data submitted by the User through the Service. In addition, to the extent necessary for providing the Service, the data submitted by the User through the Service may be provided to Google Inc.

Article 16 (Confidentiality)

The User and the Company retain the confidentiality of the information disclosed from the other party based on these Terms of Use and the Service Agreement and shall not disclose to the third party without consent of the other party.

Notwithstanding the above, neither Company nor Agent shall have any obligation to keep confidential with respect to confidential information that:

is rightfully obtained or will be obtained from a third party under no obligation of confidentiality;
is independently developed by either party without confidential information;
is already known to or possessed by either party prior to the disclosure of confidential information;
is already a public domain prior to the disclosure of confidential information;
becomes a public domain through no fault of either party;
is disclosed to attorneys, accountants, tax agents, patent attorneys or consultants who have an obligation of confidentiality by law or non-disclosure agreement; or
is disclosed legally by either party subject to the demand of government, governmental agency or law.

Article 17 (Deletion)

In the following cases, the Company may pause or shut down temporarily the server after notifying the User in advance;

In the cases that the Company determines that the written or posted contents fall under prohibited acts; or
In any other cases that the Company determines that it is inappropriate to keep the server running.

In the following cases, the Company may delete the content written by the User with prior notice to the User and consent of the User;

In the cases that a certain period has elapsed after the said content is written;
In the cases that the used capacity significantly exceeds the User's allocated disk capacity.

Article 18 (Maintenance)

In order to keep the good performance of the Service, the Company may suspend its operation at any time and carry out maintenance inspection with prior notice to the User.

Notwithstanding the above, in case of emergency, the Company may suspend and carry out maintenance inspection without notice to the User.

The Company may suspend the operation of the Service due to unavoidable reasons such as accidental inequality or force majeure.

In the event of a natural cataclysm or other emergency situation, the Company may restrict the use of the Service in order to preferentially handle communications necessary for the prevention of disasters, the securing the transportation, communication or power supply for evacuation and relief, the maintenance of order, or other communications that need to be urgently implemented for public interests.

The Company may add, change or abolish the contents of the Service with prior notice to the Use.

The Company shall not be liable for any damages suffered by the User or other third party caused by the delay or interruption of the Service due to any paragraphs in this Article or similar reasons.

Article 19 (Term)

The term of the Service Agreement shall be one month from the date of signing of the Service Agreement.
The Service Agreement shall be extended automatically for successive periods of one month each unless the User gives the Company notice of non-extension in writing at least three days prior to the expiration of the original or any extended term of the Service Agreement or the Company gives the User such notice at least fourteen days prior to the expiration of the original or any extended term of the Service Agreement.

Article 20 (Termination by User)

In the event that the User desires to terminate the Service Agreement, the User shall submit a termination application form prescribed by the Company to the Company.

In the event that the Service Agreement is terminated under the preceding paragraph, the Service Fee up to the termination date shall be calculated on a daily basis. Provided, however, except for some services such as agency commission.

Article 21 (Cancellation etc.)

In the event that the User falls under any of the following items, the Company may immediately terminate all or a part of the Service Agreement and suspend the provision of all or part of the Service without any notice or demand. In this case, the Company shall not be prevented from claiming for damages against the User.

When the User breaches any provisions of these Terms of Use or Service Agreement.
When the User makes false declarations, notifications or any other fraud and other act of betrayal to the Company.
When the account designated by the User as the payment account of the account withdrawal adopted as the method of paying the Service Fee cannot be used due to the correspondence of the storage agent or financial institution.
When the User receives a disposition such as suspension of business, cancellation of business license or business registration from a regulatory agency.
When the User receives a petition for seizure, provisional seizure, provisional disposition, compulsory execution, auction as execution of security interest, tax delinquency disposition or other similar procedure.
When a petition for bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings or special liquidation has been made to the User.
When bills or checks handed out by him/herself or underwritten by the User have become detrimental one or more times, or the User stopped payment.
When disappearance due to the merger, decrease in the amount of capital, abolition or change of business or dissolution resolution has been made.
When circumstances arise that make it difficult to fulfill these Terms of Use or the Service Agreement.
Any other significant change in asset, credit or payment ability of the User has been made.

If the User falls under any of the items of the preceding paragraph, the User shall immediately pay all of the obligations borne by the User to the Company in a lump sum.

The Company shall not be liable for any damages to any User or any third party due to the suspension of the Services pursuant to the preceding paragraphs.

Article 22 (Data Deletion due to Termination)

After the termination or expiration of the Service Agreement, the Company may delete all data stored in server by the User in using the Service, and the Company shall not liable for any damages to the User due to the said deletion.

Article 23 (Assignment)

The User shall not transfer the rights and obligations under these Terms of Use and Service Agreement to any third party.

Article 24 (Anti-Social Forces)

Any Group Company and the Founders are not, and do not have any relationship with, a member of any Antisocial Forces.

“Antisocial Forces” means;

an organized crime group, a member of an organized crime group, a related company or association of an organized crime group, and any other equivalent person of above; or

a person who themselves or through the use of third parties conducts a demand with violence, an unreasonable demand beyond its legal entitlement, use of intimidating words or actions, damages the credit or obstructs the business of the other party by spreading false rumors or by the use of fraudulent, or any other equivalent actions of above.

Article 25 (Limitation of Liability)

In the case where the Company is liable to provide the Service, but the Company does not provide the Service to the User for reasons attributable to the Company, only if the said situation continues for seventy two hours from the time the Company recognises the said situation, or the User cannot use for more than one hundred and twenty hours in one month, the Company shall indemnify the damage within the limits of the amount of the Service Fee in one month on response to a demand from the User. Provided, however, in the event that the User fails to make such a demand by the date one month has elapsed from the date when the User is able to make such a demand, the User shall lose the right.

The time during which the provision of the Service could not be received due to service maintenance, suspension or change shall not be included in the non-provision period under the preceding paragraph.

The Company shall not be liable for any damages arising from damages or loss of information or the like caused by using the Service and other network services through the Service or damage caused by information obtained from the Service by the User.

Article 26 (Disclaimer)

Except as provided for in the preceding Article, the Company shall not be liable for any damages suffered by the User due to the use of the Service or related to it, including but not limited to the damage caused by loss, damage or leakage of data stored in the server by the User or use for purposes other than the original purpose of use, the User shall not claim compensation for such damages. In the event that the User gives damages to a third party through the use of the Service, it shall be resolved by the User's own responsibility and burden.

Article 27 (Indemnity)

The User and the Company shall be liable for damages to the other party by breaching these Terms of Use or Service Agreement, breaching party shall indemnify the damage. In this case, the amount that the Company shall indemnify to the User is limited to the amount equivalent to the Service Fee paid by the User to the Company as the Service Fee for the previous month of the month in which the causal reason occurred. Provided, however, that this shall not apply in the event of damages to the other party due to the User’s or the Company’s willful misconduct or gross negligence.

Article 28 (Consultation)

Matters that are not stipulated in these Terms of Use and the Service Agreement and matters that differ in interpretation of these Terms of Use and Service Agreement shall be resolved in good faith between the User and the Company.

Article 29 (Third Party Rights)

Any person who is not a party to this Terms of Use has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) and may not enforce nor enjoy the benefit of any provision of this Terms of Use.
Notwithstanding any provision of this Terms of Use, the consent of any person who is not a party to this Terms of Use is not required to rescind or vary this Terms of Use.

Article 30 (Entire Agreement)

The Terms of Use constitutes the entire agreement between the User and the Company with respect to the subject matter of this Terms of Use and it cancels and supersedes any prior understandings and agreements between the User and Company as to that subject matter. Any User may not assign any of the User’s rights or obligations under this Terms of Use without the Company’s prior written consent.

Article 31 (Governing Law and Dispute Resolution)

The Terms of Use shall be governed by and construed in accordance with the laws of Singapore.
Any dispute arising in relation to the Services shall be submitted to a court of Singapore as the competent court of agreed exclusive jurisdiction for the first instance.

-end-

Established 08 December, 2019