ANYCOVER PTE. LTD.Last updated : September 09, 2022
SECTION 12 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN ACPL AND CONSUMER END USERS TO BE RESOLVED ON AN INDIVIDUAL NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT.
By accessing or using any ACPL application, extension, widget or plug-in known as "ACPL" with an authorized link to this Agreement (each, an "App"), accessing or using any content, information, services, features or resources available or enabled via the App (collectively with the App, the "Services"), clicking on a button or taking any other action to signify your acceptance of this Agreement, or completing our account registration process, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time through the Site; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract with ACPL; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services and to bind that entity to this Agreement. References to "you," "User" and "Users" in this Agreement refer to all individuals and other persons who access or use the Services, including, without limitation, any companies, organizations or other legal entities that register accounts or otherwise access or use the Services through their respective employees, agents or representatives. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.
Subject to Section 12.5 of this Agreement, ACPL reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.
About ACPL. Our App, known as "Anycover", is an application that enables consumer end users (each, a "Consumer") to purchase extended product warranties and/or protection plans covering accidental damage (each, a "Protection Plan") made available by third party websites and/or service providers that have integrated our App (each, a “Merchant”) in connection with the purchase of products from these Merchants, and underwritten by third party insurers/obligors where applicable (each, an "Insurer"). Our Service acts as a venue to connect Consumers, Insurers and Merchants in connection with the sale of Protection Plans. ACPL is a registered General Insurance Agent in Singapore and DOES NOT broker or underwrite Protection Plans, and ACPL does not fulfil any purchases of products, merchandise, goods or services from Merchants.
For Consumers. If you are a Merchant, the following terms of this Section 2 DO NOT apply to you.
2.1 Protection Plans. When you go to purchase an Protection Plan via the App, our App will automatically match you with Protection Plans that fulfil the criteria you have selected on our App. All Protection Plans are made available by the Merchants or their applicable Insurers as may be the case, and all applicable terms and conditions related to such Protection Plans will be made available to you prior to your purchase. ACPL DOES NOT UNDERWRITE ANY PROTECTION PLANS. All information made available by ACPL related to any Protection Plan is solely the responsibility of the applicable Merchant and Insurer as the case may be who provided such information, and ACPL will not have any liability to you or anyone else for such information.
2.2 Protection Plan Orders. Although we strive to accept all valid orders, ACPL reserves the right to deny any order for any reason, including if: (i) we discover an error in pricing and/or other information about the Protection Plan ordered or receive insufficient or erroneous billing, payment, and/or delivery information, (ii) we suspect an order has been placed using stolen payment card information or otherwise appears to be connected to fraud, (iii) the ordered Protection Plan is unavailable due to discontinuance or otherwise or (iv) Merchant has failed in his obligations of premium payment or registering the necessary information such as Serial Number of the Products covered. We may also refuse any order that is connected with a previous payment dispute. If any Protection Plan is discontinued or otherwise becomes unavailable, ACPL reserves the right to cancel your order and provide you a refund for the amount paid for the Protection Plan.
2.3 Responsibility for Products. You acknowledge and agree that Merchants are solely responsible for any Products you purchase from them, and that ACPL is not and shall not be responsible for any Products. In the event you have any issue with your Products, please contact the applicable Merchant.
2.4 Other Services. ACPL provides Merchants and Insurers, as maybe the case, with technology which facilitates Protection Plan underwriting, contract generation, easy claims filing, claims handling and repair / replacement scheduling (“Other Services”). As a Consumer you may use / interact with such Other Services and in relation to these you fully acknowledge and agree that Merchants are solely responsible to you for provision of any such Other Services and that ACPL is not and shall not be responsible for such Other Services.
For Merchants. If you are a Consumer end user of the Service, the following terms of this Section 3 DO NOT apply to you.
3.1 Registering Your Account. In order to access certain features of the App and Services, you will be required to register for any Account (as defined below). When registering an account for the Services ("Account"), you agree to provide only true, accurate, current and complete information requested by the registration form (the "Registration Data") and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You further agree to notify ACPL immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of ACPL. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICES BY ANYONE USING YOUR ACCOUNT WHETHER OR NOT SUCH ACCESS TO AND USE OF YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.
3.2 Third Party Accounts. In order to access and use certain features of the Services, you will need to link your Account with third party account(s) (each, a "Third Party Account") that govern your use and access to the applications, data services, software and content made available by third parties which are supported by our Services (collectively, "Third Party Services"). You represent that you are entitled to disclose your Third Party Account login information to us and/or grant us access to your Third Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be accessible through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS, AND THE EXPERIENCE DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD PARTY ACCOUNTS.
3.3 Third Party Services. You understand that Third Party Services, including the applications, data services, software and content made available by the relevant third parties that control such Third Party Services ("Third Party Providers"), and that access to and use of such Third Party Services, including the availability thereof and uptimes related thereto, is solely determined by the relevant Third Party Providers. ACPL will have no liability to you for any unavailability of any Third Party Services, or any Third Party Provider's decision to discontinue, suspend or terminate any Third Party Services. You acknowledge and agree that certain Third Party Services may be subject to certain API call and/or capacity limits, and that you shall not use any Third Party Services in excess of any such call or capacity limits communicated by ACPL to you. All right, title and interest in and to any Third Party Services are and shall remain the sole property of their respective Third Party Providers.
3.4 Fees and Payment. You agree to pay ACPL a technology fee for each Protection Plan sold on your website or service (your "Merchant Site") that integrates with our App and/or Service in accordance with the fees and billing terms in effect at the time a Protection Plan is purchased. You also agree to pay all applicable taxes related to the payment of fees to ACPL. You are solely responsible for the collection of all taxes related to any Protection Plan sold or offered via your Merchant Site, and will indemnify, defend and hold harmless ACPL for any failure to collect and/or pay such taxes. You must provide valid payment information (e.g. credit card, debit card) (your "Payment Provider") through the Site or App. ACPL may also choose to invoice you, and you agree to make all payments in accordance with ACPL's then current payment terms. In the event you fail to pay any amounts within the stated period of time, ACPL may charge you a late payment fee equal to the lesser of 1.5% per month or the maximum amount permissible under applicable law. By making a payment to our Services, you also agree (i) the payment method(s) you provide will be charged for all fees and taxes applicable to your order, (ii) payment information and instructions required to complete the payment transactions may be shared between ACPL and its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services), and (iii) no additional notice or consent is required for the foregoing authorizations. You agree to immediately update your Account in the event of any change in your payment information. ACPL reserves the right at any time to change its prices and billing methods.
3.5 Submission of Product Serial Numbers. You agree to promptly and regularly provide ACPL with all product serial numbers that have an extended warranty, that was sold via the Merchant side, attached. You are solely responsible for the collection and correctness of all product serial numbers.
3.6 App License. Subject to the terms of this Agreement, ACPL hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable right and license to install, execute and run the App on your Merchant Site, for the sole purpose of making the Services available to Consumers.
3.7 Licenses and Permits. You are solely responsible for obtaining all licenses, permits, and consents necessary to integrate, offer, advertise and provide the Services with your Merchant Site. You agree that you shall not use or promote the Services in violation of any applicable laws, rules, regulations or ordinances.
3.9 Merchant Responsibilities. Protection Plans do not replace the manufacturer’s warranty. For Protection Plans underwritten by Insurers, the manufacturer’s warranty is expected to be a minimum of one year. You acknowledge and agree that you are responsible for addressing any consumer complaints with regard to product failure during the manufacturer’s warranty period. You are responsible for maintaining the details of the manufacturer’s authorized service centre/ repair centre for the Products sold by you. You are responsible for documenting at the point of purchase or point of fulfilment all necessary information required by the Insurer such as customer name, customer email, product and model name, product price, product serial number, etc.
3.10 Other Channels. You shall grant ACPL the right of first refusal to provide Services via other channels (in-store, online marketplaces, other) through which you sell your Products.
Feedback. You agree that your submission of any ideas, suggestions, documents, and/or proposals to ACPL ("Feedback") is at your own risk and that ACPL has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to ACPL a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
Ownership of and License to Use Services.
5.1 Use of the Services. ACPL and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, ACPL grants you a limited license to use the Services, in the case of Consumers solely for your personal non-commercial purposes, and in the case of Merchants, solely for your internal business purposes. Any future release, update or other addition to the Services shall be subject to this Agreement. ACPL, its suppliers, and its service providers reserve all rights not granted in this Agreement.
5.2 Trademarks. ACPL's stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of ACPL and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. If you are a Merchant, ACPL hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable right and license to display ACPL's stylized name and marks for the sole purpose of advertising and promoting your Merchant Site's integration with and use of the App and Services; provided, that, all use must be in strict conformance with any trademark guidelines provided by ACPL from time to time. All goodwill arising from your use of ACPL's stylized name and marks will inure solely to the benefit of ACPL.
Restrictions on Use of the Services. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Services or any portion of Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form); (c) you shall not use any metatags or other "hidden text" using ACPL's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from the Services; (f) you shall not access Services in order to build similar or competitive products or services; (g) except as expressly stated herein, no part of Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Services; (i) you shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Services; (j) you will not take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; and (k) you will not interfere with or attempt to interrupt the proper operation of the Services through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means. Any future release, update or other addition to Services shall be subject to this Agreement. ACPL reserves all rights not granted in this Agreement. Any unauthorized use of Services terminates the licenses granted by ACPL pursuant to this Agreement. The foregoing sentence is not exclusive of any other rights or remedies that may be available to ACPL under law, equity, statute, or otherwise.
Indemnification. You agree to indemnify and hold ACPL, its parents, subsidiaries, affiliates, officers, employees, contractors, agents, business partners, and licensors (collectively, the "ACPL Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) your misuse of the Services; (b) your violation of this Agreement; (c) your violation of any rights of another party, including any Users; (d) your violation of any applicable laws, rules or regulations; or (e) any claims related to any Products or Protection Plans. ACPL reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ACPL in asserting any available defences. You agree that the provisions in this Section will survive any termination of this Agreement or your access to Services.
Disclaimer of Warranties and Conditions.
8.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. THE ACPL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ACPL PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES ARE ACCURATE; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
8.2 YOU ACKNOWLEDGE AND AGREE THAT THE ACPL PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE ACPL PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
Limitation of Liability.
9.1 Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ACPL PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT ACPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE ACPL PARTIES ARE LIABLE TO YOU: (I) IF YOU ARE A CONSUMER, EXCEED ONE HUNDRED SINGAPORE DOLLARS (S$100), OR (II) IF YOU ARE A MERCHANT, EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO ACPL IN CONNECTION WITH THE PROTECTION PLANS PURCHASED FROM YOUR MERCHANT SITE DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) UNDER WHICH LIABILITY FIRST AROSE.
9.3 Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between ACPL and you.
Termination. At its sole discretion, ACPL may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, ACPL reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to ACPL for any purchases will remain due.
International Users. Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that ACPL intends to announce or promote the availability of such services or content in your country. Services are controlled and offered by ACPL from its facilities in the Republic of Singapore. ACPL makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
Dispute Resolution. If you are a Merchant, the following terms of this Section 12 DO NOT apply to you. Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with ACPL and limits the manner in which you can seek relief from us.
12.1 Applicability of Arbitration Agreement. You agree that any dispute between you and us relating in any way to the Services or this Agreement, will be resolved by binding arbitration, rather than in court, except that (1) you and we may assert claims in small claims court if the claims qualify; and (2) you or ACPL may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
12.2 Arbitration Rules and Forum. Singapore International Arbitration Centre (“SIAC”) governs the interpretation and enforcement of this Arbitration Agreement and the rules of arbitration shall be Rules of the SIAC. The tribunal will consist of one arbitrator, to be appointed by the President of the SIAC. The language of the arbitration will be English.
12.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and ACPL. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum's rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
12.4 Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with ACPL.
12.5 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Anycover makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Anycover at the following address: Anycover, #04-378 Cavenagh Gardens, 73 Cavenagh Rd, Singapore (229624), Attn: Support.
13.1 Electronic Communications. The communications between you and ACPL use electronic means, whether you visit Services or send ACPL e-mails, or whether ACPL posts notices on Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from ACPL in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that ACPL provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.
13.2 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without ACPL's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
13.3 Force Majeure. ACPL shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labour or materials.
13.4 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and ACPL agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in the courts in Singapore.
13.5 Governing Law. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE REPUBLIC OF SINGAPORE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.
13.6 Notice. Where ACPL requires that you provide an e-mail address, you are responsible for providing ACPL with your most current e-mail address. In the event that the last e-mail address you provided to ACPL is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, ACPL's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to ACPL at the following address: ACPL, #04-378 Cavenagh Gardens, 73 Cavenagh Rd, Singapore (229624), Attn: Support. Such notice shall be deemed given when received by ACPL by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
13.7 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: [email protected]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
13.8 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.9 Entire Agreement. This Agreement are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.