Terms of Service

These terms (“Terms of Use”) apply to the various Platforms that are provided by or owned by Bluecell Intelligence Pte. Ltd. (a company incorporated in Singapore, and operating at 59 Mohamed Sultan Road #01-08/09 Sultan Link Singapore 238999 and/or its affiliated and/or related organisations (“Bluecell”, “we”, “our” or “us”). In these terms, “Platforms” refers to any and all of our applications (mobile, web-based or otherwise) and websites, including any information, services, contents, products or features that form part of such applications and websites, that you may be accessing or using; and “you” and “your” refers to any person and/or entity accessing or using the Platforms.

These terms govern our provision and your use of our Platforms.

Please read these Terms of Use carefully. By downloading, installing, browsing, accessing and/or using our Platforms, you accept these terms and agree to be bound by them and our Privacy Policy. If you do not accept any of these Terms of Use and/or Privacy Policy, please exit this websites and/or uninstall our applications, and refrain from any further use or access to our Platforms.

We may make changes to these Terms of Use and/or Privacy Policy from time to time and post a revised version on this website, which shall be effective immediately upon such posting. We are under no obligation to separately inform you of any such revision. Your continued access of our Platforms after the revised Terms of Use and/or Privacy Policy have taken effect will constitute your unconditional acceptance of such revised Terms of Use and/or Privacy Policy.

We may from time to time publish additional guidelines, rules, and conditions applicable to your use of our Platforms. You agree to comply with these additional guidelines, rules and conditions, which are incorporated by reference into these terms.

We have no obligation to provide, or continue to provide our Platforms, or any part thereof, now or in the future. We reserve the right, at any time, temporarily or permanently, in whole or in part, without prior notification and without incurring any liability to you, to: modify, suspend or discontinue our Platforms; charge for the use of our Platforms; restrict or modify access to our Platforms; and modify and/or waive any charges in connection with our Platforms.

Certain transactions and activities, including the provision of services or products may be performed or facilitated through our Platforms may be subject to separate or additional terms and conditions that you have to accept in order to enter into these transactions or perform these activities.

These terms will also apply to any updates or upgrades provided by us that replace and/or supplement our Platforms, unless such updates or upgrades are accompanied by separate terms in which case those separate terms shall apply.

Please note that while this website is open for public access, the services provided by us through the Platforms will only be available to registered users of our Platforms.

1. USER ACCOUNT REGISTRATION
   1. You are required to apply and register for an account with us (“User Account”) before you are able to undertake certain transactions and activities available through our Platforms. However, you are not permitted to, and shall not apply for a User Account, if you are located in the United States of America or a citizen, resident (tax or otherwise) or green card holder of, or domiciled in, the United States of America.
   2. We reserve the right to reject your application for a User Account, suspend your use of or terminate your User Account.
   3. When applying for a User Account, you may be required to provide information (such as name, e-mail, etc.) to us in accordance with our instructions. You represent and warrant that (a) all information that you provide to us is accurate, true and complete; (b) you will promptly update us of any changes to the information you provide; and (c) you are of legal age and have the requisite mental and legal capacity in accordance with the applicable laws to accept these terms and apply for a User Account. We may, if required or in accordance with applicable laws, check and verify the information you provide. You agree to cooperate and extend to us any assistance that we may require for such checks and verifications.
   4. You are solely responsible for controlling access to and the security of your User Account. You will: (a) keep your account details and password confidential and not allow any other person to access your User Account; and (b) notify us immediately if you have reason to believe that the security of your User Account has been compromised.
   5. You are solely responsible for any and all transactions and activities which occur under your User Account. We are entitled to and will treat all transactions and activities that occur under your User Account as having been conducted by you or with your knowledge and authority. For the avoidance of doubt, in cases where you have allowed any other person to use your User Account or have negligently or otherwise made your account details and/or password available to other persons, you agree that you are and remain fully responsible for (a) the transactions and activities of such other persons; and (b) the consequences of any use or misuse of your User Account.
2. DISCLAIMERS
   1. Our Platforms and any content contained on or provided through our Platforms are provided "as is" and "as available" with no warranties whatsoever. To the maximum extent permitted by law, we disclaim all express warranties and implied warranties, including implied warranties of accuracy, merchantability, fitness for a particular purpose and non-infringement. We are not responsible or liable for any error, delay or interruption in our Platforms.
   2. To the maximum extent permitted by law, we make no guarantee, representation or warranty: (a) regarding the timeliness, reliability, accuracy, completeness, accessibility, quality, operation or usefulness of any portion of our Platforms; (b) regarding the availability or appropriateness of our Platforms; (c) that our Platforms will be error-free, continuously available or uninterrupted in operation, or free of viruses or other harmful components; (d) that our Platforms will operate or function properly on your devices or operating systems; (e) that our Platforms will not cause any damage to your devices or operating systems; or (f) that our Platforms are appropriate or available for use in any particular jurisdiction other than Singapore.
   3. Your use of our Platforms is voluntary and at your sole risk. You are solely responsible for: (a) your reliance on our Platforms and the information available through our Platforms; (b) any liability or damage that you may incur through use of our Platforms; and (c) for all decisions or actions resulting from your use of our Platforms and its contents.
3. NO SUPPORT
   1. We have no obligation to provide any maintenance, support or other services in relation to our Platforms, including providing any telephone assistance, documentation, error corrections, updates, upgrades, bug fixes, patches, and/or enhancements. However, if we do provide any updates, upgrade, bug fixes and/or patches, and/or enhancements in respect of our Platforms, you shall install them and keep your installation of our Platforms updated to the most recent release or version made available by us.
   2. Your access to and/or use of our Platforms may also be interrupted, suspended or restricted where we provide any maintenance, support or other services in relation to our Platforms.
4. THIRD PARTIES
   1. In certain transactions performed or facilitated through our Platforms, the party transacting with you may be a third party. Should you transact with these third parties, you will do so on separate terms and conditions as may be agreed between you and the relevant third parties.
   2. Our Platforms may also contain information concerning third parties, third party products and services, or links re-directing to third-party websites, services or applications (including links to social media platforms and our service providers). As with your transactions with third parties (addressed in paragraph 4.1), your access and use of information, products, services, websites or applications of third parties are subject to separate terms and conditions as may be agreed between you and the relevant third parties. We do not monitor, control or endorse these third parties, their products, services, websites or applications. To the maximum extent permitted by law, we are not responsible and disclaim all liability for (a) such third party products, services, websites or applications; (b) any act or omission of these third parties, or (c) any dealings between you and these third parties, whether or not such dealings have been performed or facilitated through our Platforms.
5. LICENSE
   1. Subject to your compliance with these terms, we grant you a limited, royalty-free, non-exclusive, personal, revocable and non-transferable license to download and use our Platforms for your own purposes. Our Platforms are licensed, not sold, to you. You may utilise our Platforms only as permitted by these terms.
6. USAGE RESTRICTIONS
   1. You will not, and will not permit any other party to: (a) modify, adapt, improve, enhance, alter, translate or create derivative works of our Platforms; (b) use or merge our Platforms, or any component or element thereof, with other software, databases or services not provided by our Platforms; (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of our Platforms, or decrypt our Platforms; (d) interfere in any manner with the operation of our Platforms; (e) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to our Platforms; (f) create a database by systematically downloading and storing our Platforms; (g) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine", “crawl” or in any way gather our Platforms or reproduce or circumvent the navigational structure or presentation of our Platforms without our express prior written consent; (h) violate any applicable laws, rules or regulations in connection with your access or use of our Platforms; or (i) cache, frame or link to our Platforms without our prior written consent. You agree not to develop, distribute or sell any software or other functionality capable of launching, being launched from or otherwise integrated with our Platforms. You may not remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in our Platforms.
   2. Additionally, in respect of our Platforms, you will not, and will not permit any other party to: (a) sublicense, distribute, sell or otherwise transfer our Platforms to any third party; (b) use our Platforms as a service bureau, or lease, rent or loan our Platforms to any third party.
   3. You are not permitted to, and shall not access or use our Platforms or any of the services or products therein, if you are a Restricted Person (see paragraph 10.5.8), including a person located in the United States of America or a citizen, resident (tax or otherwise) or green card holder of, or domiciled in, the United States of America.
   4. With respect to your access to and use of our Platforms, you acknowledge and agree that:
      1. you shall not use our Platforms for or in connection with any conduct or purpose that is dishonest, deceptive, fraudulent, offensive, obscene, discriminatory, objectionable, in violation of any party’s intellectual property or other legal rights, or in contravention of any applicable laws, subsidiary legislation, rules, guidelines, or regulations.
      2. when posting, adding, uploading, publishing, submitting, transmitting, communicating, or otherwise making available any information or data on or through our Platforms, you shall ensure that all such information or data is true, complete, accurate, and updated; and not false, misleading, deceptive, fraudulent, offensive, obscene, discriminatory, objectionable, in violation of any party’s intellectual property or other legal rights, or in contravention of any applicable laws, subsidiary legislation, rules, guidelines, or regulations.
   5. In the event that we discover that you, in your use of our Platforms, have engaged in unfair, excessive or abusive usage or conduct, whether against us or any other persons, you hereby confirm and agree that we reserve the right to take such actions as may be necessary, to the fullest extent possible under law, to protect ourselves from any losses, damages, harm or degradation of any form and manner arising from such actions, including without limitation suspending or terminating, your User Account(s).
7. INTELLECTUAL PROPERTY RIGHTS
   1. Our Platforms (including, for the avoidance of doubt: all materials located therein; logos, trademarks, service marks, domain names, trade names; designs, contents made available through our Platforms (including pages, documents and online graphics, audio and video); the source and object codes; and the format, directories, queries, algorithms, structure and organisation of our Platforms), are proprietary to us, and all intellectual property rights associated therewith, whether registered or not, are protected by law and owned by or licensed to us. You acknowledge that you have no right, title, interest in and to our Platforms and you agree not to challenge the validity of our ownership of or rights to them.
   2. You shall not reproduce, republish, post, transmit, communicate, distribute, use or otherwise exploit any content of our Platforms in any way without our prior express written permission, which may be withheld for any or no reason.
8. ADVERTISEMENTS
   1. We may place advertisements such as banners, java applets and/or such other materials for the purposes of advertising our and/or any third party’s product and/or services in different locations on our Platforms and at different points during your use of our Platforms. These locations and points may change from time to time. You will not be entitled to receive any payment, fee and/or commission in respect of these advertisements.
9. TERMINATION
   1. We may, in our sole and absolute discretion, at any time and for any reason, with or without prior notice, suspend or terminate your User Account and/or use of our Platforms if (a) you fail to comply with these terms; (b) if you become bankrupt, insolvent, or make any arrangement with any creditor or are put into liquidation (other than for the purpose of amalgamation or reconstruction) or have an administrator or receiver appointed over you or any of your assets and such administrator or receivership is not discharged within a period of thirty (30) days from the appointment; or (c) your User Account has exhibited no events or transaction activity for a period greater than six (6) months]. Upon the suspension or termination of your use of our Platforms, you shall immediately cease the use of our websites and/or remove and delete our Platforms from your devices, along with any related documentation (and any copies thereof) that you may have received or downloaded. Paragraphs 2, 7, 10, 11, 12, 14, 15, 16 and all other paragraphs so intended to survive after termination will survive the termination of these terms.
10. USER ACKNOWLEDGEMENTS
    1. You warrant that any information which you have provided to us in order to access and use our Platforms is accurate and complete for the duration of your access and use of our Platforms.
    2. You acknowledge and agree that for our Platforms to function, it may require a compatible device (including a mobile or computing device), appropriate third party software (such as browsers), and also connectivity to the internet. You are solely responsible for obtaining such device(s), software, and the necessary connectivity services to access and use our Platforms. We assume no responsibility for such devices, software and services, or for any functionality of our Platforms which are dependent on them to operate.
    3. We track and capture non-personal information such as the number of users and their frequency of use, profiles of users and their online preferences, using cookies on our Platforms. We may also collect and use technical and associated information of the device(s) that you use to access our Platforms. You consent to our use of cookies and collection of such information, for our business purposes.
    4. Your personal data may be collected by us when you download, install, access or use our Platforms, or when you apply or register for a User Account. You consent to our collection, use, disclosure and processing of your personal data in accordance with our Privacy Policy (available at https://bluecell.sg/privacypolicy)
    5. You warrant that:
       1. you have read and understood all of these terms;
       2. you have a basic degree of understanding of the operation, functionality, responsibilities, obligations, liabilities and other material characteristics of providing and/or procuring financing, banking and credit related facilities and assurances, guarantees and/or security related and/or associated with such financing, banking and credit related facilities, and risks associated with such financing, banking and credit related facilities;
       3. you are fully aware of, understand and agree to assume all the risks (including direct, indirect or ancillary risks) associated with your use of our Platforms;
       4. you are not a citizen or resident of a country or a jurisdiction the laws of which prohibit or conflict with your use of our Platforms, or prohibits or conflicts with your use of our Platforms, or where the use of our Platforms is prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any applicable law, regulation or rule. In particular, you represent, warrant and covenant that you are not located in the United States of America or a citizen, resident (tax or otherwise) or green card holder of, or domiciled in, the United States of America;
       5. you acknowledge and agree that no regulatory authority has examined or approved of these terms, no such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction, and the provision of these terms, additional terms and/or conditions (as the case may be) to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;
       6. the provision of these terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to us;
       7. you are fully aware of, understand and agree to assume all the risks (including direct, indirect or ancillary risks) associated with your use of our Platforms;
       8. none of you or (in the case where you are accepting these terms on behalf of a corporation) any of your related corporations (if any), any of your directors or officers or any of your employees, agents or any other person acting on behalf of you or any of your related corporations is an individual or entity that is, or is owned or controlled by an individual or entity that is, or is owned or controlled by an individual or entity that is:
          1. located in the United States of America or if you are a citizen, resident (tax or otherwise) or green card holder of, or domiciled in, the United States of America;
          2. listed by the Monetary Authority of Singapore as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore or the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore or such other law, regulation or rule as may be prescribed by the Monetary Authority of Singapore from time to time;
          3. currently the subject of any sanction administered by the United States Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) or any other government authority of the United States of America;
          4. designated as a “Specially Designated National” or “Blocked Person” by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of Singapore or any other country (collectively, the “Sanctions”);
          5. located, organised or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Eritrea, Iran, Libya, Somalia, South Sudan, Sudan and Yemen); or
          6. has engaged in or is currently engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions, (and such persons described above being collectively known as “Restricted Persons”);
       9. to the extent you represent one or more businesses or franchises, that you are acting as their authorised representative, and that both you and the entity you represent will be bound by these terms;
       10. any monies or assets (whether digital or otherwise) used by you in connection with our Platforms are owned by you, or you are validly authorised to deal with such monies or assets (whether digital or otherwise), and that all transactions initiated with your User Account are for your User Account and not on behalf of any other person or entity;
       11. you have full power and capacity to accept these terms and perform all your obligations hereunder and in the case where you are accepting these terms on behalf of a corporation:
           1. such corporation is duly incorporated and validly existing under the applicable laws; and
           2. you are duly authorised to accept these terms, Additional Terms, and Conditions (as the case may be) and procure the performance of obligations hereunder;
       12. if you are a natural person, you are of sufficient age and capacity under the applicable laws of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to accept these terms and perform all your obligations hereunder;
       13. these terms constitute legal, valid, and binding obligations on you, enforceable in accordance with its terms and your use of our Platforms is not in breach or contravention of any applicable law, regulation or rule in your jurisdiction;
       14. no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (the “Approvals”) is required on your part in connection with your use of our Platforms, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;
       15. none of: (i) you; (ii) any person controlling or controlled by you; (iii) if you are a privately-held entity, any person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with your use of our Platforms is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.

           For the purpose hereto:

           “senior foreign political figure” means a senior official in the executive, legislative, administrative, military or judicial branch of a government (whether elected or not), a senior official of a major political party, or a senior executive of a foreign government-owned corporation. It includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure; and

           “immediate family” in relation to a senior foreign political figure includes such figure’s parents, siblings, spouse, children and in-laws;

       16. if you are affiliated with a non-United States of America banking institution (“Foreign Bank”), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant that: (i) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorised to conduct banking activities; (ii) the Foreign Bank maintains operating records related to its banking activities; (iii) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (iv) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate;
       17. you agree and acknowledge that we are not liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on these terms or any part thereof by you;
       18. you waive the right to participate in a class action lawsuit or a class wide arbitration against us; and
       19. all of the above representations and warranties are, and will continue to be, true, complete, accurate and non-misleading from the time of your acceptance of these terms for the duration of your use of our Platforms.
11. INDEMNIFICATION
    1. You will indemnify and at all times keep us and our related corporations and affiliates (including respective officers, directors, employees and agents) indemnified against any and all losses, damages, actions, proceedings, costs, expenses, claims, demands, liabilities (including full legal costs) which may be suffered or incurred by us or asserted against us by any person, party or entity whatsoever, in respect of any matter or event whatsoever arising out of or in connection with your breach of any provision in the terms, your use and access of our Platforms, or your violation of the rights of any third party.
12. LIMITATIONS
    1. To the maximum extent permitted by law, we shall not be liable for any damage or loss of any kind, or any direct, consequential, incidental, special or indirect damages, costs or claims of any nature whatsoever, arising out of or relating to: (a) your use, access or reliance on our Platforms; (b) the furnishing or performance of our Platforms or any delay or failure thereof; or (c) the conduct or the views of any person who accesses or uses our Platforms, regardless of the form of action whether in contract, tort (including negligence), product liability or otherwise, even if we have been advised of the possibility of such damages.
    2. Without prejudice to the above, our cumulative aggregate liability to you in connection with these terms and the provision of our Platforms shall not for any reason, exceed Singapore Dollars $100. This limitation applies to all causes of action in the aggregate including, without limitation, breach of contract, breach of warranty, negligence, misrepresentations, strict liability, and other torts. In any jurisdiction in which these limitations of liability are restricted, our liability is limited to the greatest extent permitted by law.
13. REPORTING VIOLATIONS
    1. If you discover any content on our Platforms that you believe infringes your intellectual property rights or which is otherwise illegal, offensive, defamatory, obscene, you may report such content to us at [email protected].
    2. Your report should contain at least the following information: (a) clear identification of the specific content complained of, including details of where such content can be located; (b) where applicable, clear description of your intellectual property or any other right or law that you claim has been infringed; (c) reasons to support your belief that the content infringes your intellectual property rights or is otherwise illegal, offensive, defamatory, obscene; and (d) your contact details including your name, address, telephone number, email address and your user name (if applicable). We may request for such additional information or documents as we deem fit to evaluate your report. You warrant and represent that all information provided in connection with such report shall be true, accurate and complete.
14. KNOW-YOUR-CLIENT AND ANTI-MONEY LAUNDERING / COUNTERING THE FINANCING OF TERRORISM
    1. To meet Know-Your-Client (“KYC”) and Anti-Money Laundering / Countering the Financing of Terrorism (“AML/CFT”) obligations, under the relevant regulations and rules in Singapore and elsewhere (“AML Legislation”), we may need to:
       1. delay, block or refuse any of your transactions and activities on our Platforms transactions where we have reasonable grounds to believe that such transactions and activities are in breach Singapore law or the law of any other country; and
       2. from time to time, collect all such information and documents as may be necessary to verify your identity and do all such acts and things as may be necessary to enable us to comply with our KYC and AML/CFT obligations.
    2. You acknowledge that, the information collected by us may be disclosed to a third party verification service, in accordance with our Privacy Policy, for us to comply with all our KYC and AML/CFT obligations. To the maximum extent permitted by law, we shall not be liable for any damage or loss of any kind, or any direct, consequential, incidental, special or indirect damages, costs or claims of any nature whatsoever, arising out of or relating to any delay or failure to process any application or transaction if you have not provided such information and documents as requested by us promptly.
    3. We may disclose the information gathered by us to regulatory and/or law enforcement agencies in accordance with AML Legislation and our Privacy Policy.
    4. You will not and will not permit any other party to initiate, engage in, perform or conduct any transactions and activities on our Platforms that may be in breach of Singapore law or the law of another country including (but not limited to) the AML Legislation.
    5. We reserve the right to monitor and flag for review all activities and transactions on our Platforms in order to promptly identify and highlight any suspicious activity, which includes without limitation, activities that appear to a reasonable person:
       1. to be the collection of funds which may represent the benefits from drug trafficking or criminal conduct, and which would be used to facilitate criminal activities;
       2. to have been structured in a manner of unusual or unjustified complexity in order to avoid triggering any reporting requirements; or
       3. to be unusual or inconsistent with your risk profile, expected usage pattern or sophistication.
    6. Without prejudice to our rights in these terms, in the event that we believe that you are conducting or involved with such suspicious activity on our Platforms, we reserve the right to take appropriate actions without notifying you in advance, which includes, without limitation, (i) terminating your User Account, (ii) restricting and/or blocking your further access to our Platforms, and (iii) notifying the appropriate enforcement authorities regarding such suspicious activities.
15. FEES AND PAYMENTS
    1. In consideration for your access and/or use of our Platforms, we charge a subscription fee (“Subscription Fee”) or such other or additional fee as we may publish on our Platforms from time to time. All payments of Subscription Fee to us are non-refundable under any circumstances, including any termination of your User Account or discontinuance of our Platforms.
    2. The quantum of our Subscription Fee or such other or additional fees shall be as published by us on our Platforms. We may amend the Subscription Fee or such other or additional fees from time to time. The amended Subscription Fee or such other or additional fees will take effect upon the publication of our applicable fees or rate on our Platforms.
    3. Should any Subscription Fee or such other or additional fees be owing to us, without derogating from any other remedy available to us, we, at our sole discretion, may suspend or terminate your access and right to use all or any portion of our Platforms, at any time and without notice.
16. MISCELLANEOUS
    1. If any provision of these terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these terms and will not affect the validity and enforceability of any remaining provision. These terms constitute the entire agreement between you and Bluecell relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or representations. Our failure to insist upon or enforce strict performance of any provision of these terms shall not be construed as a waiver of any provision or right. A person who is not a party to these terms shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce these terms.
    2. We may assign our rights and duties hereunder to any third party at any time without consent or notice to you. You shall not assign these terms or any rights or obligations herein without our prior written consent.
    3. You agree that these terms shall be construed in accordance with the laws of Singapore. Any claim or dispute arising in connection with your use of our Platforms shall be brought exclusively in the courts of the Republic of Singapore. Any cause of action or claim you may have with respect to our Platforms must be commenced within one (1) year after the cause of action or claim arises.

ADDITIONAL TERMS FOR “SMART MATCHING”

Through our Platforms, we currently provide a beta version of our online programme known as “Smart Matching” that facilitates the matching of your stated requirements with other users of our Platforms. Details on selecting these requirements and how Smart Matching operates can be found on our Platforms.

These additional terms (“Additional Terms”) apply to the access and use of Smart Matching, and are incorporated into these Terms of Use. These Additional Terms are applicable to you if you access or use Smart Matching. If you do not accept these Terms of Use and these Additional Terms, you are not permitted to access and use Smart Matching.

1. Smart Matching

   We may from time to time publish guidelines, processes, instructions or rules relating to Smart Matching and your use of Smart Matching. You agree to comply with these guidelines, processes, instructions or rules, which are incorporated by reference into these Additional Terms. You are solely responsible for any damage, liability, or loss suffered by you in connection with Smart Matching, arising from your failure to comply with these Additional Terms, or the Terms of Use.

   We have no obligation to provide, or to continue to provide Smart Matching, or any part thereof, now or in the future. We reserve the right, at any time, temporarily or permanently, in whole or in part, without prior notification and without incurring any liability to you, to: modify, suspend or discontinue Smart Matching; restrict or modify access to Smart Matching; and impose, modify and/or waive any charges in connection with Smart Matching.

   Your access to and use of Smart Matching is through your User Account on our Platforms. Before you access and use Smart Matching, we may require you to provide certain additional account information, including, without limitation, identification documents, photographs, proof of address (including supporting documents such as telecommunications, banking and utilities statements) and financial information. You are not permitted to, and shall not access or use Smart Matching, if you are located in the United States of America or a citizen, resident (tax or otherwise) or green card holder of, or domiciled in, the United States of America.

   For the avoidance of doubt, all transactions on our Smart Matching are of an introductory or referral nature by and between the relevant users (each, a “Transaction”). We are only providing Smart Matching to facilitate the Transaction, and unless otherwise explicitly provided, are not a party to, or responsible for, any Transaction. We do not provide any guarantee with respect to the Transaction facilitated by us. Our facilitation of the Transaction is limited to Smart Matching, we are not responsible for providing any other service that may be necessary or required in connection with, or to complete, any Transaction.

2. TRANSACTION FEE & TAXES
   1. In consideration for our provision of Smart Matching, we charge a transaction fee (“Transaction Fee”). As the Transaction Fee may be automatically factored into the financial values and deducted from the facility itself, users may not receive the full amount listed. Users are thus reminded to take into account the deduction of Transaction Fee when assessing potential Transaction. All payments of Transaction Fee to us are non-refundable under any circumstances, including any termination or voidance of the Transaction.
   2. The quantum of our Transaction Fee shall be as published by us on our Platforms. We may amend the Transaction Fee from time to time. The amended Transaction Fee will take effect upon the publication of our applicable fees or rate on our Platforms. The amended Transaction Fee will apply to Transaction entered into after the publication of such amendment.
   3. You agree that it is your responsibility to calculate, validate and pay any and all sales, use, excise, import, export, value added, withholding and other taxes and duties assessed, incurred, or required to be collected (“Taxes”). We are not responsible for determining whether Taxes apply to your transaction, or for collecting, reporting or remitting any Taxes arising from any transaction or for reporting any information, to you or any taxation, governing or other authority. You agree to indemnify us and our affiliates against any claim or demand for payment of any fines, penalties, similar charges or costs imposed or incurred as a result of your failure to remit or report any Taxes in connection with any transaction.
   4. Should any amount be owing to us (due to your failure to pay any Transaction Fee on time, or to remit or report any Taxes, or otherwise), without derogating from any other remedy available to us, we, at our sole discretion, may suspend or terminate your access and right to use all or any portion of Smart Matching, at any time and without notice.
3. REPRESENTATIONS AND WARRANTIES
   1. You represent, warrant and covenant (as the case may be) to us that each of the representations, warranties, and covenants in paragraph C.2 of these Additional Conditions is true and accurate and not misleading as at the date of your acceptance of these Additional Terms, and for the duration of your use of Smart Matching.
   2. You represent, warrant and covenant (as the case may be) to us as follows:
      1. you have read and understood all of these Additional Terms;
      2. you are fully aware of, understand and agree to assume all the risks (including direct, indirect or ancillary risks) associated with your provision of or obtaining of financing or related credit or facilities, any Transaction undertaken and Smart Matching;
      3. you acknowledge and agree that no regulatory authority has examined or approved of these Additional Terms, no such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction, and the provision of these terms, Additional Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;
      4. the provision of these Additional Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to us;
      5. none of you or (in the case where you are accepting these Additional Terms on behalf of a corporation) any of your related corporations (if any), any of your directors or officers or any of your employees, agents or any other person acting on behalf of you or any of your related corporations is an individual or entity that is, or is owned or controlled by an individual or entity that is, or is owned or controlled by an individual or entity that is:
         1. located in the United States of America or if you are a citizen, resident (tax or otherwise) or green card holder of, or domiciled in, the United States of America;
         2. listed by the Monetary Authority of Singapore as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore or the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore or such other law, regulation or rule as may be prescribed by the Monetary Authority of Singapore from time to time;
         3. currently the subject of any sanction administered by the OFAC or any other government authority of the United States of America;
         4. designated as a “Specially Designated National” or “Blocked Person” by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of Singapore or any other country (collectively, the “Sanctions”);
         5. located, organised or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Eritrea, Iran, Libya, Somalia, South Sudan, Sudan and Yemen); or
         6. has engaged in or is currently engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions;
      6. you have full power and capacity to accept these Additional Terms and perform all your obligations hereunder, and in the case where you are accepting these Additional Terms on behalf of a corporation:
         1. such corporation is duly incorporated and validly existing under the applicable laws; and
         2. you are duly authorised to accept these Additional Terms and procure the performance of obligations hereunder;
      7. if you are a natural person, you are of sufficient age and capacity under the applicable laws of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to accept these Additional Terms and perform all your obligations hereunder;
      8. these Additional Terms constitute legal, valid, and binding obligations on you, enforceable in accordance with its terms and your performance of the Transaction is not in breach or contravention of any applicable law, regulation or rule in your jurisdiction;
      9. no Approval is required on your part in connection with the Transaction or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;
      10. the monies or such other assets (digital or otherwise) you will use for the Transaction were not and are not directly or indirectly derived from any activities that are in connection with anti-money laundering and/or terrorism financing laws or regulations or any other acts in breach or contravention of any applicable law, regulation or rule;
      11. none of: (i) you; (ii) any person controlling or controlled by you; (iii) if you are a privately-held entity, any person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with your participation in Transaction is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.
      12. if you are affiliated with a non-United States of America banking institution (“Foreign Bank”), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant that: (i) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorised to conduct banking activities; (ii) the Foreign Bank maintains operating records related to its banking activities; (iii) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (iv) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate;
      13. you have sufficient monies or assets (digital or otherwise) to fulfil your obligations in respect of the Transaction;
      14. the proceeds of the financing or credit or facility to be delivered to and received by you will not be used for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
      15. you are acquiring the financing or credit or facility as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of, any other person;
      16. you bear the sole responsibility to determine what tax implications your participation in the Transaction may have for you and agree not to hold us liable for any tax liability associated with or arising therefrom;
      17. you agree and acknowledge that we are not liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on these Additional Terms or any part thereof by you;
      18. you waive the right to participate in a class action lawsuit or a class wide arbitration against us; and
      19. all of the above representations and warranties are, and will continue to be, true, complete, accurate and non-misleading from the time of your acceptance of these Additional Terms notwithstanding the completion of the Transaction.
   3. We do not make, and hereby disclaim, any representation or warranty in any form whatsoever (implied or otherwise), including any representation or warranty in relation to:
      1. any information in relation to our Platforms;
      2. the information set out in any publicity or marketing materials in any form (including in electronic form and in whichever form of media):
         1. pertaining to, or containing information extracted or derived, from Smart Matching; or
         2. containing any information concerning the Transaction, or any other place or medium;
      3. any Transaction;
      4. any financing, credit or facility of or related to any Transaction;
      5. Smart Matching; and
      6. our Platforms.
4. DISCLAIMERS, LIMITATIONS AND INDEMNIFICATION
   1. You acknowledge and agree that your use of Smart Matching, including any of the features, functions, or content therein, is entirely at your own risk. To the maximum extent permitted by law, we disclaim liability for all damages, liabilities, or other losses suffered by you arising from or in connection with your use of Smart Matching.
   2. All transaction and investment decisions are made solely by you. Notwithstanding anything in our terms and conditions, we accept no responsibility whatsoever for, and shall in no circumstances be liable to you in connection with, such decisions. Under no circumstances will our operations be deemed to create a relationship that includes the provision or tendering of financial or investment advice.
   3. We cannot and do not control or verify any information or data made available by users on or through Smart Matching, including information about the identity, track record, profile, background, or reliability of any User. Your use of or reliance on any information or data through Smart Matching, including your interactions or communications with other users of Smart Matching or the Platforms, is entirely at your own risk. To the maximum extent permitted by law, we disclaim liability for all damages, liabilities, or other losses suffered by you arising from or in connection with your use of or reliance on information or data made available on or through Smart Matching.
   4. The graphs, charts, formulae or other devices set out or referred to in our Platforms, including Smart Matching, cannot, in and of themselves, be used to determine and will not assist any person in deciding whether and/or when to make an investment or procure credit or financing. Users should note that the past performance of any investment, company, entity or Bluecell mentioned in our Platforms, and any prediction, projection or forecast on the economy, stock market, bond market or the economic trends of the markets is not necessarily indicative of the future or likely performance of any investment, company, entity or Bluecell or the economy, stock market, bond market or economic trends of the markets. Nothing in our Platforms shall constitute a representation or give rise to any implication that there has not been or that there will not be any change affecting the investment/financing. Employees of Bluecell shall not be held liable for any decision or action taken based on the views expressed or information contained in our Platforms.
   5. Users should consider carefully the risks of investing or procuring credit or financing, and should seek independent advice from a financial adviser before making a commitment to invest or procure credit or financing.
   6. Our Platforms, including Smart Matching, and its Content are strictly for general information only and does not constitute, and shall not be deemed to constitute, an offer, solicitation, advice or recommendation to buy or sell any investment or invest in any company, or to grant or procure any financing. Our Platforms, including Smart Matching, should not be construed as accounting, legal, regulatory, tax, financial or other advice. Investments are not obligations of, deposits in, or guaranteed or insured by Bluecell, or any of its subsidiary, associate, affiliate or distributors.
   7. All Transactions are by and between the relevant users. You acknowledge and agree that:
      1. we do not warrant or guarantee that any Transaction will take place or be successful;
      2. we cannot control and are not responsible for the conduct of any party in respect of any Transaction; and
      3. to the maximum extent permitted by law, we disclaim liability for all damages, liabilities, or other losses suffered by you arising from or in connection with any Transaction.
   8. YOU ACCEPT RESPONSIBILITY FOR ALL ACTIVITIES, CONTENT AND TRANSACTION INITIATED BY OR GENERATED BY YOU. YOU FURTHER ACKNOWLEDGE THAT WE DO NOT ACT AS YOUR BROKER, INTERMEDIARY, AGENT OR ADVISOR WITH RESPECT TO ANY TRANSACTION YOU MAKE OR PROPOSE TO MAKE ON SMART MATCHING AND THAT WE OWE YOU NO FIDUCIARY DUTY.
   9. You will indemnify and at all times keep us and our related corporations and affiliates (including respective officers, directors, employees and agents) indemnified against any and all losses, damages, actions, proceedings, costs, expenses, claims, demands, liabilities (including full legal costs) which may be suffered or incurred by us or asserted against us by any person, party or entity whatsoever, in respect of any matter or event whatsoever arising out of or in connection with your breach of any provision in the terms, your use and access of Smart Matching, or your violation of the rights of any third party.
   10. To the maximum extent permitted by law, we shall not be liable for any damage or loss of any kind, or any direct, consequential, incidental, special or indirect damages, costs or claims of any nature whatsoever, arising out of or relating to: (a) your use, access or reliance on Smart Matching; (b) the furnishing or performance of Smart Matching or any delay, malfunction, error, or failure thereof (whether in relation to hardware, software, coding, programming, or otherwise), and caused by any reason (including human error, machine error, hacking, denial of service attacks, cyber-attacks, viruses, Trojans, or malware of any sort); or (c) the conduct or the views of any person who accesses or uses Smart Matching, regardless of the form of action whether in contract, tort (including negligence), product liability or otherwise, even if we have been advised of the possibility of such damages.
   11. Without prejudice to the above, our cumulative aggregate liability to you in connection with Smart Matching for any Transaction shall not for any reason, exceed our Transaction Fee received or receivable with respect to that Transaction. This limitation applies to all causes of action in the aggregate including, without limitation, breach of contract, breach of warranty, negligence, misrepresentations, strict liability, and other torts. In any jurisdiction in which these limitations of liability are restricted, our liability is limited to the greatest extent permitted by law.
5. MISCELLANEOUS

   All other terms and conditions of our Terms of Use in so far as it is not inconsistent with these Additional terms shall apply mutatis mutandis as if restated in its entirety herein.