Terms and Conditions

These Terms of Service (“Terms”) govern your use of the websites, mobile applications and services (collectively, the “Services”) provided by Upcircle (as defined below).

1. General

These Terms applies to all users of the Services, including without limitation users who are sellers, buyers, merchants, or contributors of content, information and other materials. If you are entering into this agreement for and on behalf of a business entity, and the term “you” in this agreement shall mean the business entity on whose behalf you are using the Services, unless the context does not permit.

These Terms are between you and Upcircle Pte. Ltd. or between you and any different service provider identified for a particular Service. For ease of reference, each of Upcircle Pte. Ltd. and its subsidiaries are referred to in these Terms as “Upcircle”.

By using the Services in any manner, including but not limited to visiting or browsing the Services, you agree to observe and be bound by these Terms and the additional terms and conditions and policies referenced herein and/or available by hyperlink.

Upcircle reserves the right to change or modify these Terms at any time. You will be deemed to have agreed to the amended Terms by your continued use of the Services following the date on which the amended Terms are posted here.

If you have any questions, please email hello@upcircle.app.

2. Use of the Services

Subject to your compliance with these Terms, Upcircle grants you a limited, non-exclusive, revocable (with or without cause), non-transferable right and license to use the Services.

You shall use the Services in accordance with these Terms and shall not:

Upload any Content (as defined below) that violates or infringes another party’s rights of publicity, privacy, copyright, trademark or any other intellectual property right.
Copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, interfere with, or disrupt the integrity or the performance of the Services.
Make any modification, adaptation, improvement, enhancement, translation or derivative work from the Services.
Violate any applicable laws, rules or regulations in connection with your access or use of the Services.
Use the Services in violation of or to circumvent any sanctions or embargo.
Remove, alter or obscure any proprietary notice (including any notice of copyright and trademark) of Upcircle or its affiliates, partners, suppliers or licensors.
Use the Services for any purpose for which it is not designed or intended.
Use the Services to create or promote a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the Services or any services, product or software offered by Upcircle.
Use any proprietary information or interfaces of Upcircle or any other intellectual property of Upcircle in the design, development, manufacture, licensing or distribution of any application, accessories or devices for use with the Services.
Use the Services to send, post, or otherwise communicate any Content which is offensive, indecent, threatening, abusive, insulting, harassing, defamatory, libellous, deceptive, fraudulent, tortious, obscene, profane, invasive of another person’s privacy, or racially, ethnically or otherwise objectionable.
Use the Services to send automated, unsolicited or unauthorised messages, advertising or promotional material or any junk mail, spam or chain letters.
Upload to, or transmit through the Services any data, file, software or link that contains or redirects to a virus, Trojan horse, worm or other harmful components.
Use any scraper, robot, bot, spider, crawler or any other automated device or means to access, acquire, copy or monitor any portion of the Services, or any data or content found or access through the Services.
Collect any information in respect of other users without their consent.
Commit any act to avoid paying any applicable fees and/or charges
Attempt to and/or engage in any activity or act that is intended to abuse, abuses or inappropriately manipulates any promotion, campaign and/or discount codes offered through the Services. Such act and activities include but are not limited to: creating fake or duplicate accounts; generating fake projects; creating and contributing to your own projects.
Authorise or encourage anyone to do any of the foregoing.

Upcircle reserves the right to claw back any rewards or incentives paid to you under any event, promotion, offers, campaign and any other activities and/or terminate or suspend your account, if you are subsequently found or suspected to be engaged in any activity or act that is in breach of these Terms, our guidelines, any additional terms and conditions and policies.

3. Account

You would need to have an account with Upcircle (“Account”) in order to use some parts of the Services. When you create an Account, you represent and warrant that:

If you are an individual, you are at least 18 years of age.
If you are representing a company, organisation or any other legal entity (“Entity”), you have authority to bind the Entity to these Terms.
You are capable of entering into and performing legally binding contracts under applicable law.
All information which you provide is accurate, up to date, truthful and complete.

If you are under 18 years of age, you may only use the Services with the consent of and under the supervision of your parent or legal guardian who shall be responsible for all your activities.

You are responsible for all activities and transactions under your Account. We will not be responsible in any way if your password and/or Account are misappropriated or used by a third party. You, therefore agree to:

Keep your password secure.
Keep your account information up to date at all times.
Comply with Upcircle’s prevailing policies and guidelines (which form a part of these Terms) and all applicable laws with respect to your activities and the Content which you upload to the Services.

Unless expressly permitted by Upcircle and subject to these Terms and any other additional terms as Upcircle determines, you shall not set up multiple Accounts. You shall not lend, transfer or sell your Account or user ID to another party and must not use another user's Account without their permission.

4. Upcircle is a Venue

The Services provide a venue for users to interact with each other, and to request and contribute items. Upcircle does not pre-screen a user or the Content provided by a user, nor is Upcircle directly involved in transactions between users. Consequently, Upcircle has no control over, and you agree that Upcircle is not responsible or liable for, any of the following:

The quality, safety, morality or legality of any aspect of the projects listed.
The truth or accuracy of the listings, the ability of project owners to fulfil the projects or the ability of contributors to provide the items.
The true identity, age, nationality, or sense of humour of a user.
Any Content posted by users.

You are encouraged to use the features and functions available on the Services to communicate with other users and/or to find out more about a project which a user has listed. However, please exercise reasonable caution and judgment in your interactions with other users. While Upcircle endeavours to keep the Services safe for everyone, your use of the Services and your interactions with other users is entirely at your own risk.

5. Content

The Services allow users to create listings and share content, such as photos, videos, comments, data, text, links and other information (“Content”).

You retain ownership rights in the Content which you upload or share on the Services but you grant Upcircle a worldwide, fully-paid, royalty-free, sub-licensable, and transferable licence to host, store, use, display, reproduce, modify, adapt, edit, publish and distribute such Content (subject to Upcircle’s Privacy Policy) for the purpose of operating, developing, providing, promoting, and improving the Services and to research and develop new products and services.

You understand and agree that you are solely responsible for the Content which you post or share on or through the Services and any loss or damage which you sustain as result of such Content is solely your responsibility.

You acknowledge that Upcircle does not pre-screen Content uploaded by users. Upcircle shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available on the Services. Without limiting the foregoing, Upcircle shall have the right to remove Content, without liability or the obligation to offer a refund, in any of the following events:

If the Content is in breach of these Terms.
If Upcircle has received a complaint or notice of infringement in respect of the Content.
If the Content is otherwise objectionable.

Upcircle may also block Content and the delivery of a communication (including, without limitation, feedback, postings, messages and/or chats) to or from the Services as part of efforts to protect the Services or users, or to otherwise enforce these Terms.

6. Requesting and contributing on Upcircle

In using the Services to create a listing and request contribution of an item, post a job opening and/or request a service (as the case may be), you agree to comply with the following:

All items must comply with these Terms and Upcircle's policies, which can be found here.
You must provide a fair, accurate and complete description of each project, including your use for the item
Each project must have its own listing.
Your listing for an item may only include text, descriptions, graphics, images and other content relevant to the item. All Content contained in a listing must be true, complete, accurate and not misleading in any manner whatsoever.
All listings must comply with all applicable laws, regulations, guidelines or policies in Singapore.
You must have the right to publish any links or content on your listings.

You acknowledge and agree that Upcircle has no control over any website other than the Upcircle website and shall not in any event be responsible or held liable for any expired project listing which appears on any website other than the Upcircle website or any expired project listing which is retrieved by any search engine.

Without prejudice to the rest of these Terms and Upcircle’s policies, you warrant, in respect of each project contribution, services and/or item which you offer (as the case may be), that:

You are the owner of the item, and the item is not stolen.
The item is not counterfeit and does not infringe upon any third party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights.
The use of the item complies with all laws and regulations which apply to that item.
The item is not dangerous, hazardous or subject to a recall by a government or manufacturer.
The Content in any listing does not infringe or violate any applicable laws and regulations, the intellectual property rights or proprietary rights of a third party.

If you are a contributor who contributed to a project listing:

You agree to ship the item or otherwise complete the transaction with the project owner in a prompt manner specified in the listing, unless there is an exceptional circumstance, for instance, if the project owner cancels the project or changes terms of collection. Or if you cannot authenticate the project owner's identity.
You may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the item if agreed with the contributor. However, you must not charge excessive shipping fees or otherwise avoid fees.

If you are a project owner whose request for an item has been fulfilled by a contributor, you agree to acknowledge receipt through the app functions, unless there is an exceptional circumstance, for instance, if you cannot authenticate the contributor’s identity.

In communicating with a user through the Services for the request or contribution of items and/or services (each, a “Transaction”), you may obtain personal information of that user, such as their email address, phone number and mailing address. Without obtaining prior permission of the user, you shall use such information solely for the purpose of the Transaction.

Notwithstanding the foregoing, as Upcircle is not involved in Transactions which are considered solely between users, Upcircle cannot ensure that a user (whether as a project owner or contributor) would follow through and complete a Transaction.

7. Disputes with users

If you are in dispute with a user of our Services, you are encouraged to contact that user to resolve the situation amicably. If the dispute is notified to Upcircle, Upcircle will attempt in good faith to facilitate resolution of the dispute but is under no obligation to resolve the same. You release Upcircle from any claims, demands and damage arising out of your disputes with users of our Services.

8. Privacy

Your privacy is very important to us at Upcircle and we have provided the Upcircle Privacy Policy, which can be found here, to explain our privacy practices. Please review the Privacy Policy to understand how Upcircle collects, uses and discloses information collected and received from you.

9. Intellectual Property

You acknowledge and agree that the Services and all copyright, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Upcircle. Furthermore, you acknowledge and agree that the source and object code of the Services and the format, directories, queries, algorithms, structure and organization of the Services are the intellectual property and proprietary and confidential information of Upcircle. You are not granted any intellectual property rights in and to the Services not expressly granted in these Terms and such rights are hereby reserved and retained by Upcircle.

The Services may utilise or include third party software that is subject to open source and third party licence terms (“Third Party Software”). You acknowledge and agree that your right to use such Third Party Software as part of the Services is subject to and governed by the terms and conditions of the open source and third party licenses applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, licence terms and disclaimers contained therein. In the event of a conflict between these Terms and the terms of such open source or third party licences, the terms of the open source or third party licences shall prevail with regard to your use of the relevant third party software. In no event shall the Services or components thereof be deemed to be open source or publicly available software.

You are not authorised by Upcircle to use Upcircle’s trademarks in any advertising, publicity or in any other commercial manner without the prior written consent of Upcircle, which may be withheld for any or no reason.

10. Reporting Unauthorised Content

Upcircle respects the intellectual property rights of others and we expect the same of our users. If you believe that there has been unauthorised use of your intellectual property rights by a user, please email hello@upcircle.app.

Upcircle reserves the right to suspend or terminate your account and/or your access to the Services if there are repeat complaints against you of intellectual property infringement.

11. Suspension and Termination

You may deactivate your Account at any time through the “Settings” section of your Account.

Upcircle reserves the right to, at its sole discretion, and without liability:

Suspend or terminate your Account and/or your access to the Services at any time, for any breach of these Terms, our guidelines, any additional terms and conditions and policies.
Suspend or terminate your Account and/or your access to the Services at any time, for any reason, and without advance notice.
Change, modify, suspend or discontinue, whether temporarily or permanently, the whole or any part of the Services at any time, for any reason, and without advance notice.

You acknowledge and agree that if you deactivate your Account or if we suspend or terminate your Account, you will lose any information associated with your Account, including Content. It is your responsibility to backup the Content which you upload to the Services.

Upon termination, all licenses and rights granted to you in these Terms will immediately cease.

12. No Warranty

You acknowledge and agree that the Services are provided on an “as is” and “as available” basis, and that your use of or reliance upon the Services and any content, products or services accessed or obtained thereby is at your sole risk and discretion.

Upcircle does not represent or warrant that: (a) the use of the Services will be secure, timely, uninterrupted or error free or that they will be compatible or operate in combination with any other hardware, software, system or data; (b) the Services will meet your requirements or expectations; (c) errors or defects in the Services will be corrected; or (d) the Services and Upcircle’s servers are free of viruses or other harmful components.

All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby excluded and disclaimed to the fullest extent permitted under the law.

The Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications (including problems inherent to the computer or electronic device you use). Upcircle is not responsible for any delays, delivery failures, damages, or losses resulting from such problems.

No advice or information, whether oral or written, obtained by you from Upcircle or from the Services shall create any representation, warranty or guarantee.

Furthermore, you acknowledge that Upcircle has no obligation to support or maintain the Services.

Upcircle disclaims any and all liability or responsibility in relation to the content made available through the Services, including but not limited to the Content uploaded by users or the third party content and services. Upcircle is not responsible or liable in any manner for the third party content and services associated with or utilized in connection with the Services, including the failure of such third party content and services.

In addition, the Services may promote, advertise or sponsor functions, events, offers, competition or other activities which may be conducted online or offline and which may be conducted by third parties. These activities may be subjected to separate terms and conditions; your participation in such activities is solely at your digression and risk. Upcircle does not accept any responsibility in connection with your participation in activities conducted by any other party.

13. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO REQUEST FOR TERMINATION OF YOUR ACCOUNT AND/OR DISCONTINUE ANY USE OF THE SERVICES.

IN NO EVENT SHALL UPCIRCLE OR ITS SUBSIDIARIES, AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR ANY THIRD PARTY CONTENT AND SERVICES, OR ARISING OUT OF OR IN CONNECTION WITH YOUR CONDUCT OR THE CONDUCT OF OTHER USERS IN CONNECTION WITH THE USE OF THE SERVICES INCLUDING WITHOUT LIMITATION DEATH, BODILY INJURY, EMOTIONAL DISTRESS AND/OR OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OR PERSONS YOU MEET THROUGH THE SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT UPCIRCLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UPCIRCLE’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FEES RECEIVED BY UPCIRCLE IN RESPECT OF THE SERVICES GIVING RISE TO SUCH CLAIMS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Indemnity

You will indemnify and hold harmless Upcircle, its subsidiaries, affiliates, partners, suppliers, licensors, shareholders, officers, employees, independent contractors and agents and all successors and/or assigns from and against any and all actions, claims, proceedings, damages, losses, costs and expenses resulting from: (a) your use of the Services; (b) your Content; (c) any use of your Account; (d) your breach of these Terms; (e) your breach of any statutory requirement, duty or law; or (f) your violation of any rights of another person or entity.

15. Compatibility

Upcircle does not warrant that the Services will be compatible or interoperable with your device or any other piece of hardware, software, equipment or device installed on or used in connection with your device. Furthermore, you acknowledge that compatibility and interoperability problems can cause the performance of your device to diminish or fail completely, and may result in permanent damage to your device, loss of data located on your device, and corruption of the software and files located on your device. You acknowledge and agree that Upcircle and its subsidiaries, affiliates, partners, suppliers and licensors shall have no liability to you for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.

16. Sub-contracting by Upcircle

Upcircle reserves the right to delegate, sub-contract or otherwise arrange for any related corporations, service providers, partners, subcontractors and/or agents to perform any part of the Services as Upcircle deems appropriate.

17. Miscellaneous

You and Upcircle are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.

If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of these Terms shall remain in full force and effect.

Except as provided herein, any failure by Upcircle to exercise a right or require performance of an obligation in these Terms shall not affect Upcircle’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach of these Terms constitute a waiver of any subsequent breach.

You shall not assign any rights or delegate any obligations herein without our prior written consent and any attempted assignment or delegation in contravention of this provision shall be null and void and of no force or effect.

These Terms constitute the entire agreement between you and Upcircle and supersedes all prior or contemporaneous understandings and/or agreements between you and Upcircle.

18. Governing Law and Jurisdiction

You hereby agree that the laws of Singapore shall govern these Terms and that the courts of Singapore shall have non-exclusive jurisdiction over any dispute arising out of or in connection with these Terms.