📄Terms of Service

PLATFORM TERMS OF SERVICE onboard.dev

Last Updated: 8 September 2023

PLEASE READ THESE PLATFORM TERMS OF SERVICE (THESE “TERMS”) CAREFULLY. THESE TERMS GOVERN YOUR USE OF THE PLATFORM (DEFINED BELOW). YOU ARE ADVISED TO FULLY UNDERSTAND YOUR OBLIGATIONS AND RISKS UNDER THESE TERMS BEFORE USING IT. IF YOU HAVE ANY CONCERNS WITH THESE TERMS, PLEASE CONSULT A PROFESSIONAL ADVISOR BEFORE ENTERING INTO AND ACCEPTING THESE TERMS.

You will be deemed to have accepted and agreed to these Terms by: (i) registering for an Account on https://onboard.dev/, an online platform owned and operated by StackUp (the “Platform”); (ii) agreeing to any other Documentation that references and/or incorporates these Terms; and/or (iii) using the Services in any way (the “Commencement”), on such date that the Commencement begins (the “Commencement Date”).

References to “you”, “your” and “User” shall refer to you as the person who has accepted and agreed to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity and its relevant Affiliates (as a User) to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and are not permitted to use the Platform.

These Terms are expressly deemed to incorporate our Privacy Policy {link}, Website Terms of Use {link} and all other policies and documents published by us on the Platform.

These Terms may be changed by us from time to time without any prior notice. You may determine if any such changes have taken place by referring to the “Last Updated” date on which these Terms were last updated. You are encouraged to check for any updates to these Terms prior to your use of the Platform. Your continued use of the Platform constitutes your acknowledgement and acceptance of these Terms as changed from time to time.

  1. GENERAL DEFINITIONS AND INTERPRETATION

1.1 Definitions

“Account”

means your account registered on the Platform.

“Account-Related Information”

means (i) contact information, (ii) biographical information, (iii) where applicable, social media information, and (iv) such other information as may be prescribed by StackUp from time to time, each relating to the relevant User or the User’s representatives, for the purpose of, without limitation, opening of new Accounts to access and use the Services, marketing, and maintaining existing Accounts.

“Affiliate”

means any entity controlling, controlled by, or under common control with the referenced entity, where the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

“Arbitration Rules”

means arbitration rules of the Singapore International Arbitration Centre, as amended.

“Community Administrator”

means a Member who has been appointed to with certain management rights in respect of a Community, whether by the Community Owner or other Community Administrator of such Community, as the case may be.

“Community Founder”

means the person who first creates a Community in accordance with the relevant rules and/or procedures of a Community and the Platform.

“Community Owner”

means the person designated by the Community Founder or the previous Community Owner as the owner or new owner of a Community in accordance with the relevant rules and/or procedures of a Community and the Platform.

“Community”

means a community created on the Platform by a User that has been approved by an Onboard Admin.

“Confidential Information”

has the meaning ascribed to it in Clause 11.1.

“Content”

means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a device that appears on, or forms part of, the Platform.

“Disclosing Party”

has the meaning ascribed to it in Clause 11.1.

“Documentation”

means the technical user documentation provided by StackUp in connection with the Services.

“EXP”

means a reward in the form of experience points that Onboard Admin(s) will credit to a User on the Platform in such amounts as may be designated as a Quest Reward by the Community Administrator.

“FAQs”

means frequently asked questions.

“Feedback”

has the meaning ascribed to it in Clause 8.2.

“Intellectual Property”

means all copyright, patents, utility innovations, trade marks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

“Licence”

has the meaning specified in Clause 2.5.1.

“Members”

Means, in respect of a Community, the Users who have joined the Community.

“Onboard Admin(s)”

means the individual(s) appointed by StackUp to oversee the administration of Services on the Platform.

“Open Source Software”

means any open source, community or other free code or libraries of any type, including, without limitation, any code which is made generally available on the Internet without charge (such as, for example purposes only, any code licensed under any version of the MIT, BSD, Apache, Mozilla or GPL or LGPL licenses).

“Personal Information”

means any information that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable living natural person, including but not limited to: (i) Identifiers such as a real name, alias, postal address, unique personal identifier, online identifier internet protocol address, email address, account name, social security number, driver’s licence number, government identification card number, passport number, or other similar identifiers; (ii) any patient, medical records or other protected or regulated health information; (iii) any financial information (including bank account or payment card numbers) or any other information subject to regulation or protection under specific laws or regulations; or (iv) information defined as “personal information,” “personally identifiable information,” “personal data,” or similar expressions under applicable privacy laws or data security laws, including the Personal Data Protection Act 2012.

“Quest” or “Quests”

means an activity submitted by Community Administrators on the Platform for completion by Members, which may include (but is not limited to) the following details:

  1. name and description of the activity to be completed;

  2. a guide to the activity to be completed;

  3. Quest Period (where applicable);

  4. conditions for completion and entitlement to the Quest Reward for the Quest;

  5. the form and mode of submission;

  6. Review Period (where applicable);

  7. the Reward for Quest Submissions;

  8. the number of Rewards available for Quest Submissions; and

  9. refund and/or claw-back policies (for example, due to a subsequently discovered breach by a Member who has been given a Reward).

“Quest Period”

means the date and time of commencement, expiry of the period in which a Quest can be completed and/or the recurrence rate of the Quest, as designated by the relevant Community Administrator.

“Quest Submission”

means the submission of content or evidence in the form prescribed in respect of a Quest.

“Receiving Party”

has the meaning ascribed to it in Clause 11.1.

“Restricted Services”

has the meaning ascribed to it in Clause 2.1.1.

“Restricted Territories”

includes the Democratic People’s Republic of Korea (i.e. North Korea), the Republic of the Sudan, Russia, the Islamic Republic of Iran, the Republic of Cuba, Ukraine (Crimea region), the Syrian Arab Republic, the State of Libya, the Federal Republic of Somalia, the Republic of Yemen, and the Democratic Republic of the Congo.

“Review”

means the assessment conducted during the Review Period by a Community Administrator over all Quest Submissions received within the Quest Period in respect of a Quest, to ascertain whether such Quest Submission qualifies for a Reward.

“Review Period”

means the duration commencing from the end of a Quest Period within which a Community Administrator designates to complete the Review of all qualifying Quest Submissions, or all Quest Submissions.

“Reward”

means the reward described in a Quest, to be awarded to the relevant Member in respect of a qualifying Quest Submission.

“Services”

means the services provided through and on the Platform, including those set out in Clause 2.1 and/or such other services as may be offered on the Platform from time to time.

“StackUp Technology”

has the meaning ascribed to it in Clause 8.1.2.

“Third Party Components”

has the meaning ascribed to it in Clause 12.1.

“Third Party Terms”

has the meaning ascribed to it in Clause 12.1.

“Usage Data”

has the meaning ascribed to it Clause 8.3.

“Work Product”

has the meaning ascribed to it in Clause 5.1.1.

1.2 Interpretation

1.2.1. The terms defined in Clause 1.1 and elsewhere in these Terms will have the meanings therein specified for the purpose of these Terms. Any reference to a Clause in these Terms is a reference to a clause of these Terms.

1.2.2 Where applicable:

(a) “StackUp” and “we” refers to StackTribe Pte. Ltd. (UEN No.: 201925524R) and/or its related corporations and references to “us” and “our” shall be construed accordingly;

(b) references to the “Platform” include all related applications, the Content and the Services, and references to “using” the Platform include accessing and using the Content and the Services;

(c) references to “Terms” are to these Platform Terms of Service, as may be revised, amended or supplemented from time to time, which expression shall where the context so admits, include any one of them; and

  1. the expression “written” or “in writing” means the representation or reproduction of words or symbols or other in-formation in a visible form by any method or combination of methods, whether sent or supplied in electronic form (including but not limited to, electronic mails) or otherwise.

StackUp provides the Services through and on the Platform, which may include (but is not limited to) the following services for Users:

  1. Users

  2. Access to the homepage from which Users can edit their profile and Account settings.

  3. Access to notifications.

All Communities created by a User must be approved by an Onboard Admin before it can be made available to other Users on the Platform.

  1. Quest Hosting

    1. All Quests set up by Community Administrators shall consist of the following information (where applicable):

      1. the Quest Reward;

      2. a description of the Quest;

      3. a guide;

      4. the form and mode of submission; and

      5. any particular form of proof required by the Community Administrator that the User is required to provide in order to complete the Quest.

    3. The Quests permitted to be created by Community Administrators for access to and completion by Members shall be limited to:

      1. learning and exploring a product, technology, or topic of learning and completing a survey or quiz;

      2. creating deliverables (e.g. code, text assets or proposals, or graphical assets);

      3. signing up for third-party programs, products, and Communities;

      4. Quests facilitating interactions between Users and the Community Administrators (e.g. surveys, livestreams, events, talks, or chat conversations); and

      5. such other Quests as may be specifically approved in writing by an Onboard Admin from time to time.

  3. Restricted Territories

    1. StackUp not does permit access to and/or participation in any of the Services to Users residing in certain the Restricted Territories:

      1. any Services under Clause 2.1;

      2. any Quest-related Services,

(collectively, the “Restricted Services”) and each User accessing or participating in any of the above Services hereby represents, warrants and undertakes that they are not citizens or residents of any of the Restricted Territories.

  1. For the avoidance of doubt, Users residing in Restricted Territories may continue to create Accounts and access any Content on the Platform other than the Restricted Services.

  2. Licence for Use of the Platform

    1. Licence. Subject always to these Terms, StackUp grants you a limited, non-exclusive, non-transferable, non-sublicensable licence for uses of the Platform expressly provided for under these Terms (a “Licence”). Any grant of such a Licence is also limited by the terms applicable for your specific use of the Platform.

    2. Creation of Account and Licence.

      1. An Account is required for the applicable Licence to be granted to you. To create an Account, you will be required provide your email address and to receive a unique link for the creation of your Account.

      2. You will be identified as a User via your email address. During the creation of their Account, Users may be required to provide the following information:

        1. Adding a username;

        2. Indicating a name and a subdomain;

        3. Indicating tags (if applicable);

        4. Indicating their social media account (Twitter and/or Discord); and

        5. Answering questions provided by StackUp (as applicable).

      4. An internet connection is required in order to complete the activation of your Account and the applicable Licence.

    4. Updates. Any Licence granted under these Terms applies only to the version of Platform at the time the Licence is granted. If StackUp provides an updated version of Platform, you will be deemed to have accepted the new version of the Platform through your continued use of the Platform. Where there have been any updates to the Platform, any Licence granted for the use of any older versions will be deemed to have been revoked. You acknowledge and agree that StackUp has no obligation to make any older versions of the Platform available at any time.

    5. Support.

      1. StackUp makes available its responses to FAQs relating to the Platform and Services at https://onboard.gitbook.io/onboard/support/faqs.

      2. Specific Quests may be accompanied by learning resources, guides and such relevant materials as may be required for the completion of such Quests. Clause 12.2 shall apply where such resources or materials and hosted on websites external to the Platform.

      3. Use of these resources is subject to these Terms. StackUp may discontinue support for the Platform at any time.

  4. Relationship between Users

    1. Community Administrators and Members shall perform all of their duties pursuant to each Quest as independent contractors. Except as expressly provided herein, no User of the Platform shall have the power to direct or control the daily activities of any other user of the Platform, or to constitute between any Users of the Platform, a relationship as principal and agent, employer and employee, franchisor and franchisee, partners, joint-venture partners, co-owners, or otherwise as participants in a joint undertaking.

    2. StackUp’s role in relation to each User is limited to being the owner and operator of the Platform. Nothing in these Terms shall imply or constitute any relationship as principal and agent, employer and employee, franchisor and franchisee, partners, joint-venture partners, co-owners, or otherwise as participants in a joint undertaking, between any User and StackUp.

In addition to any of StackUp’s other rights or remedies (including but not limited to any termination rights set forth herein), StackUp reserves the right to suspend a User’s access to the Services if: (i) StackUp determines such User has carried out a material breach of these Terms; or (ii) StackUp determines that suspension is necessary to prevent harm or liability to other Users or third parties, or to preserve the security, stability, availability or integrity of the Services. StackUp will have no liability for taking action as permitted above in this Clause. However, unless these Terms have been terminated in respect of the User, StackUp will cooperate with such User to restore access to the Services once it verifies that the User has resolved the circumstance requiring suspension (in the case of a circumstance that is able to be resolved).

  1. WORK PRODUCT

    1. Rights in Work Product

      1. In the course of completing a Quest or managing a Community, Members and/or Community Administrators will create and submit content to through the Platform in respect of a Community (including Quest Submissions), which may consist of tangible or intangible results or deliverables, including, but not limited to, configurations, computer programs, software, applications, or other information, and any Intellectual Property (the “Work Product”).

      2. The User understands and agrees that any Work Product is a “work made for hire” for the benefit of the Community Owner, and that the access to the Community and the features thereof, and, where applicable, the opportunity to earn the relevant Reward, serves as sufficient consideration for the purposes of this Clause 5.1.

      3. All Work Product, including without limitation all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction (“Intellectual Property Rights”) in the Work Product, will be the sole and exclusive property of the Community Owner, and the Community Owner will be deemed to be the author thereof. If the relevant User has any Intellectual Property Rights to the Work Product that are not owned by such the User, the User hereby automatically irrevocably assigns to the Community Owner all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, the User retains no rights to use, and will not challenge the validity of Community Owner’s ownership in, such Intellectual Property Rights. The User hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.

      4. In the event where a Community Owner appoints a new Community Owner, rights in all Work Products that has vested in the previous Community Owner from the date of designation until the date of cessation, shall be deemed to have been assigned to the new Community Owner as at the new Community Owner’s date of designation.

      5. Without prejudice to any other rights of StackUp under these Terms and applicable law, including any limitation of liability of StackUp provided in these Terms, and to the extent permitted under applicable law, and notwithstanding anything to the contrary in these Terms, StackUp shall have no liability whatsoever in respect of any Intellectual Property Rights in any Work Product, whether in relation to the ownership thereof or otherwise.

    3. Licence to StackUp

      1. To the extent permitted by applicable law, the User (whether as Member, Community Administrator or otherwise) hereby irrevocably accepts and grants to StackUp and its successors a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all Work Products for the following purposes:

        1. providing the Services to the User;

        2. reviewing of submitted content, for compliance against our Terms;

        3. reviewing of submitted content, for compliance with applicable law;

        4. promotional, marketing and advertising purposes;

        5. backup and archival purposes; and

        6. research and generation of reports.

      3. For the avoidance of doubt, the User represents and warrants that all Work Products submitted on or otherwise hosted on the Platform shall not infringe any third-party intellectual property rights, and the User agrees to indemnify StackUp to the extent as stated in Clause 6.1 below.

    5. Storage by StackUp

During and upon termination or completion of a Quest, the Work Product submitted on the Platform pursuant to the Quest may be stored on the Platform in such manner and for such duration as may be prescribed by StackUp from time to time.

  1. User Obligations

    1. In General. Users will ensure that their use of each Service and all Work Product is at all times compliant with their privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data. Users are solely responsible for the accuracy, content and legality of all Work Product. Each User represents and warrants to StackUp that it has all necessary rights, consents and permissions to collect, share and use all Work Product as contemplated in these Terms (including granting all rights and licences as provided in this Clause 5), and that no Work Product will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights or (ii) any applicable laws.

    2. No Personal Information. Each User acknowledges that the Services are not designed for use with (and do not require) Personal Information included in any Work Product. If any User uses the Services to collect, store, process or transmit any Personal Information notwithstanding the foregoing, such User represents, warrants and undertakes to StackUp that it has obtained all necessary consent for such collection, storage, processing or transmission of the relevant Personal Information using the Services. StackUp will have no liability under these Terms for Personal Information included within any Work Product, or any security incident or breach regarding such Personal Information, notwithstanding anything to the contrary herein.

    3. Work Product Guidelines. Users will not use the Services with any Work Product that (i) is deceptive, fraudulent, illegal, obscene, defamatory, libellous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, religiously, racially or ethnically offensive, that encourages illegal or tortious conduct or that is otherwise inappropriate in StackUp’s discretion; (ii) contains viruses, bots, worms, scripting exploits or other similar materials; or (iii) could otherwise cause damage to StackUp or any third party.

    4. Compliance with Applicable Laws. Each User represents, warrants and undertakes to StackUp that they will use the Platform and the Services in compliance with all applicable laws and regulations, and will not use the Platform and the Services to carry out or facilitate any illegal activity.

    5. No Fraudulent or Dishonest Activity. Each User represents, warrants and undertakes to StackUp that they will not use the Platform and the Services in a fraudulent or dishonest manner, and for the avoidance of doubt, but without limiting the general nature of the foregoing, the following activities shall be deemed as fraudulent and dishonest activity:

      1. a User creating more than one (1) Account and making multiple Quest Submissions in respect of the same Quest;

      2. Users sharing answers to Quest Submissions with each other; and

      3. a User passing off another person’s code as their own.

  3. INDEMNITY AND EXCLUSION

    1. Indemnification by Users

Without prejudice to any other provisions under these Terms, each User agrees to indemnify, defend and hold harmless StackUp and its directors, officers, employees, members, representatives, parent companies, subsidiaries, Affiliates, agents, partners, administrators, predecessor and successor entities and assigns (collectively, the “Indemnified Parties”) at all times and keep the Indemnified Parties indemnified against all actions, proceedings, losses (whether direct, indirect or consequential), loss of profit (whether revenue or anticipated profits), damages (whether in tort, contract or otherwise) taxes, expenses, costs, claims, demands and liabilities whatsoever (present, future, contingent or otherwise and including legal fees on a full indemnity basis) and howsoever arising, including without limitation claims made by third parties and claims for defamation, infringement of intellectual party rights, death, bodily injury, wrongful use of computers, unauthorised or illegal access to computers (including but not limited to hacking), property damage or pecuniary losses which may be sustained, suffered or incurred by the Indemnified Parties as a result of, arising from or in connection with the exercise of StackUp’s rights hereunder, each User’s use of the Platform and/or Services, whether or not such access or use was authorised or whether it was due to any act or omission on its part, the breach of these Terms by such User, the violation by such User of any rights of another person or entity or the breach by such User of any statutory requirement, duty or law.

  1. Exclusion

    1. Neither StackUp nor any of its directors, officers, employees, members, representative, parent companies, subsidiaries, Affiliates, agents, partners, Onboard Admin(s), predecessor and successor entities, assigns, contractors and suppliers shall be liable in contract, tort (including negligence or breach of statutory duty), strict liability or otherwise howsoever and whatever the cause therefor for any direct, indirect, punitive, incidental, special, consequential damages, losses, costs, expenses, liabilities of any nature whatsoever, including without limitation, damages for loss of use or data, loss of opportunity, loss of goodwill, loss of profits (whether revenue or anticipated profits) or losses to third parties, suffered or incurred by the Users as a result of, arising out of or in connection with the use, performance or provision of the Services, including, without limitation, the following:

      1. any delay or inability to use the Platform or Services;

      2. the provision or failure to provide the Platform or Services;

      3. any information, data, software, products, services and related graphics obtained through the Platform or Services; and

      4. any reliance on any statement, opinion, representation or information on the Platform or Services.

  3. DATA PROTECTION

In accordance with the Personal Data Protection Act 2012 and all other applicable data protection laws (as the case may be), the data protection terms relating to processing of Account-Related Information and Work Product are contained in our Privacy Policy, which can be accessed at {link}. To the extent that there is any conflict between any provision of these Terms and our Privacy Policy, the contents of our Privacy Policy shall prevail in respect of such conflict in so far as the matters of data protection are concerned.

  1. OWNERSHIP

    1. Intellectual Property of StackUp

      1. Any use of the Platform and/or Services by you and any information properly given to you, whether relating to you or not, through your use of the Platform and/or Services is granted subject to these Terms and pursuant to a limited, non-exclusive, non-transferable, non-sublicensable licence granted by StackUp, and is revocable at any time at our sole discretion. Except for these rights expressly granted to you, these Terms do not grant you any rights or licence by implication or otherwise with respect to any of part of the Platform.

      2. The Intellectual Property subsisting in the Platform (including, for the avoidance of doubt and without limitation, any improvements, updates, upgrades, error-corrections or other modifications thereto, and any derivative work based thereon), belongs to or has been licensed by us unless specifically labelled otherwise (collectively, “StackUp Technology”). To the extent such Intellectual Property belongs to us, we retain all rights, title and interest to such Intellectual Property.

    3. Feedback

      1. Without affecting the general nature of the previous Clauses, you agree that StackUp shall be the sole and exclusive owner of all rights to any and all feedback provided by you in relation to the Platform or Services, and any ideas, inventions and/or improvements (whether protectable by any Intellectual Property protection or not) conceived or derived or resulting from such feedback or embodied therein (collectively, “Feedback”).

      2. You hereby irrevocably assign to StackUp any and all rights that you may have in such Feedback, and to the extent such rights may not be assigned under applicable law, you hereby grant StackUp a royalty-free, perpetual, worldwide, exclusive, irrevocable licence to use such Feedback for any purpose, including commercial purposes.

    5. Usage Data

Notwithstanding anything to the contrary herein, the User agrees that StackUp may obtain and utilise Personal Information and/or technical data about the User’s use of the Services (“Usage Data”) to analyse, improve, market, support and operate the Services and otherwise for any business purpose during and after the term of these Terms, provided that StackUp may only utilise such Personal Information and/or Usage Data, where such utilisation is non-personally identifiable with respect to the User.

  1. Customer Portfolio and Representation

The User expressly agrees that StackUp may identify it by name and/or logo (where applicable) as a User of the Platform and/or the Services on StackUp’s website and all other promotional materials utilised by StackUp.

  1. TERM AND TERMINATION

    1. Term

      1. These Terms shall take effect from the Commencement Date and carry on until terminated in accordance with these Terms.

      2. StackUp may terminate or suspend all or part of the Services without prior notice or liability if you breach any of the terms or conditions of the Terms. We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.

      3. Any termination of these Terms shall be without prejudice to any rights or obligations (including in respect of any antecedent breaches) accrued prior to the date of such termination.

    3. Effect of Termination

Upon termination of any Services in respect of a User, the User will, in respect of such terminated Services, immediately cease any and all use of and access to the Services (including any and all related StackUp Technology). StackUp reserves the right to require that the User (where the User is a Community Administrator) deletes (or, at StackUp’s request, returns) any and all copies of content submitted by Users, and generally any other StackUp Confidential Information in its possession. Each User acknowledges that following termination it will have no further access to any Work Product input into any Service, and that StackUp may delete any such data as may have been stored by StackUp at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.

  1. Survival

The following Clauses will survive any expiration or termination of these Terms: Clause 4 (Suspension of Service), Clause 5 (Work Product), Clause 6 (Indemnity and Exclusion), Clause 7 (Data Protection), Clause 8 (Ownership), Clause 9 (Term and Termination), Clause 10 (Limitation of Liability), Clause 11 (Confidentiality), Clause 12 (Third Party Components) and Clause 13 (General Terms).

  1. Warranty Disclaimer

    1. ALL SERVICES AND THE PLATFORM ARE PROVIDED “AS IS”. NEITHER STACKUP NOR ITS AFFILIATES MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. STACKUP DOES NOT WARRANT THAT USERS’ USE OF ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES STACKUP WARRANT THAT IT WILL REVIEW THE WORK PRODUCT FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE WORK PRODUCT WITHOUT LOSS. STACKUP WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF STACKUP. USERS MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

    2. StackUp reserves the right at all times to change any and all Content and to modify, suspend or stop providing access to the Platform (or any features or functionality of the Platform) and the Services at any time without notice and without obligation or liability to the Users. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us.

  3. Specific Disclaimers

    1. TO THE EXTENT PERMITTED BY LAW, STACKUP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM (I) THE TRANSFER OF DATA OVER PUBLIC COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, OR (II) ANY DELAY OR DELIVERY FAILURE ON THE PART OF ANY OTHER SERVICE PROVIDER NOT CONTRACTED BY US, AND THE PLATFORM USER ACKNOWLEDGES THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. EACH USER ACKNOWLEDGES THAT STACKUP CANNOT GUARANTEE THE ABSOLUTE PREVENTION OF CYBER-ATTACKS SUCH AS HACKING, SPYWARE, AND VIRUSES. ACCORDINGLY, STACKUP SHALL NOT BE LIABLE FOR ANY UNAUTHORISED DISCLOSURE, LOSS OR DESTRUCTION OF THE USER’S DATA ARISING FROM SUCH RISKS AS LONG AS SUCH RISK CANNOT BE ATTRIBUTED TO GROSS NEGLIGANCE OR WILFUL MISCONDUCT ON STACKUP’S PART.

    2. StackUp shall not be responsible for any delays, loss or damage in relation to the crediting of Rewards to the Members.

    3. StackUp does not warrant nor endorse any product or service advertised or offered through the Services or Platform.

    4. Save for approving the creation of Communities, StackUp shall not be responsible for any matters relating to the management and operations of a Community thereafter, including, without limitation:

      1. the admission and removal of Members;

      2. the appointment and removal of Community Administrators;

      3. the creation and publication of Quests and Quest-related content in a Community; and

      4. the publication of any third-party content (whether in the form of a link or otherwise) in a Community.

  5. LIMITATION OF LIABILITY

    1. No advice or information, whether oral or written, obtained by a User from StackUp or through the Service shall create any warranty not expressly stated herein.

    2. StackUp has no general duty to monitor data or User content, nor an obligation to delete content that would not be manifestly illegal, even if reported by Users.

    3. Each User is solely responsible and supports the risk of any downloaded, or accessed content via third-party links.

    4. Each User acknowledges and agrees that the web-based network and more generally all telematics networks used to transfer data can entail risks due to the absence of protection of certain data against hijacking, bugs, trojan horses and viruses. Thus, StackUp shall not be held liable for any loss, data alteration, loss of profit, revenues, opportunity, time or any indirect damage, no matter if the damage or loss is due to negligence or any other cause, related to the performance or the non-performance of these Terms.

    5. StackUp shall not be held liable in cases of malfunction due to reasons outside the Platforms’ reasonable control, such as “force majeure”, including but not limited to, infrastructural breakdowns, blackouts, and natural disasters.

    6. Without prejudice to exclusions and limitations of liability of StackUp under these Terms, and to the extent permitted by law, in no event will StackUp or its officers, directors, agents, and employees, be liable to any User under these Terms or otherwise, regardless of the form of claim or action and in no event will StackUp or its officers, directors, agents, and employees, be liable to the User for consequential, exemplary, incidental, or indirect damages or costs (including legal fees and expenses) or loss of goodwill or profit in connection with the use of the Platform or these Terms, even if StackUp has been advised of the possibility of such damages or costs. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this paragraph may not apply to you.

    7. Nature of Claims and Failure of Essential Purpose

To the extent permitted by law, you agree that the waivers, disclaimers and limitations specified in these Terms apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is intended to apply in respect of non-performance of a condition.

  1. CONFIDENTIALITY

    1. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (the “Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.

    2. Any StackUp Technology, performance information relating to any Service, and the terms and conditions of these Terms will be deemed Confidential Information of StackUp without any marking or further designation. Work Product upon submission on the Platform will be deemed Confidential Information of StackUp without the need for any marking or further designation.

    3. Except as expressly authorised herein, the Receiving Party will (a) hold in confidence and not disclose any Confidential Information to third parties and (b) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms.

    4. The Receiving Party may disclose Confidential Information to its employees, agents, contractors (including but not limited to cloud and hosting service providers) and other representatives having a legitimate need to know (including, for StackUp, its subcontractors), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Clause 11.4 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Clause 11.

    5. The Receiving Party’s confidentiality obligations under this Clause 11.5 will not apply to information that the Receiving Party can document:

      1. was rightfully in its possession or known to it prior to receipt of the Confidential Information;

      2. is or has become public knowledge (including through publication on the Platform) through no fault of the Receiving Party;

      3. is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation;

      4. is independently developed by employees of the Receiving Party who had no access to such information; or

      5. in respect of information on the Platform, any information found on parts of the Platform which are publicly accessible.

    7. The Receiving Party may make disclosures to the extent required by administrative or judicial process, applicable law, or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment.

    8. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

  3. THIRD PARTY COMPONENTS

    1. You acknowledge that parts of the Platform (including the Content and the Services) may include Open Source Software and materials licensed from third parties (“Third Party Components”) and that such third parties may be third party beneficiaries to these Terms with the ability to directly enforce the provisions pertaining to their Third Party Components. You shall comply with the additional licence terms, restrictions and conditions (including notices) pertaining to Third Party Components or which StackUp otherwise makes available to you (“Third Party Terms”). Third Party Terms may have additional rights and requirements which apply to the Third Party Components, and these Terms are offered by StackUp alone and do not limit the rights that may be granted in those Third Party Terms. However, you shall notify StackUp before attempting to modify any Third Party Components, and our support, warranty and indemnification obligations (if any) do not apply where Third Party Components have been modified.

    2. If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. StackUp has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

    3. StackUp assumes no responsibility and liability in relation to all third-party sites, content and resources which may be accessed or published on the Platform, whether in the form of Quests, Rewards, Community-related information, or otherwise.

  5. GENERAL TERMS

    1. Assignments and Transfers

Users shall not, without the prior written consent of StackUp, assign, transfer, or sub-contract these Terms and/or any of your rights or obligations under these Terms, and any unauthorised assignment shall be null and void. StackUp may, at any time, freely assign, transfer or sub-contract these Terms or any or all of its rights or obligations under these Terms.

  1. Severability

If any provision of these Terms or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further.

  1. Communications

General questions and communications regarding the Platform and any notices to StackUp regarding these Terms should be made to support@onboard.dev, or such other contact details as may be published for this purpose on the Platform from time to time. StackUp may contact and notify you at the email address you have provided to us. You are required to keep your contact information current.

  1. Third Party Rights

The Contracts (Rights of Third Parties) Act 2001 of Singapore shall not under any circumstances apply to these Terms and any person who is not a party to these Terms (whether or not such person shall be named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified, in these Terms) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce these Terms.

  1. Amendments

StackUp may at any time give Users notice of any amendment, variation, revision, supplement or any other charge to these Terms by publishing an updated version of these Terms, through a notification by e-mail or such other means as StackUp shall deem fit. Changes shall take place on and from the date specified, on and from the date of such notice and shall apply to all use of StackUp’s Platform and Services. Without prejudice to the foregoing, the continued use of the Platform and/or acceptance of StackUp’s Services after such change shall be deemed as acceptance and agreement to the same from the relevant User.

  1. Entire Agreement

These Terms and the documents referred to in it supersede all previous Terms between the parties (if any), and each party acknowledges that in agreeing to enter into these Terms, it has not relied on any representation, warranty, or any other assurance except those set out in these Terms.

  1. Force Majeure

    1. StackUp shall not be in breach of these Terms, nor be liable for any failure or delay in the performance of any other obligations under these Terms arising from or attributable to acts events, omissions, accidents beyond its reasonable control, including but not limited to any of the following:

      1. acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;

      2. war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

      3. terrorist attack, civil war, civil commotions or riots;

      4. nuclear, chemical or biological contamination or sonic boom;

      5. fire, explosion or accidental damage;

      6. collapse of building structures, failure of plant machinery, machinery, computers or vehicles;

      7. interruption or failure of utility service, including but not limited to electric power, gas or water;

      8. any labour disputes, including but not limited to strikes, industrial action or lockouts;

      9. any interruption to the Platform or Services outside the reasonable control of StackUp; and/or

      10. acts of any government or authority.

    3. In the event that any such delay or non-performance continues for a period in excess of 120 days, StackUp shall have the right to terminate these Terms by giving the User 14 days’ notice in writing prior to such termination without affecting any rights accruing prior to such termination.

  3. Relationship of parties

Nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship between StackUp and the User. No party pursuant to these Terms has authority to enter into agreements of any kind on behalf of the other and no party shall be considered the agent of the other.

  1. Remedies

No remedy conferred by any of the provisions of these Terms is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statutes or otherwise and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by a party hereto shall not constitute a waiver by such party of the right to pursue other available remedies. No failure on the part of a party hereto to exercise, and no delay in exercising any right under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right under these Terms preclude any other or further exercise of any right thereof or of the exercise of any other right.

  1. No Waiver of Rights

A failure or delay in exercising any right, power or privilege in respect of these Terms will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or exercise of any other right, power or privilege.

  1. Governing Law and Arbitration

  2. These Terms will be governed and construed in accordance with the laws of Singapore.

  3. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in the English language, administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause 13.11.2. The seat of the arbitration shall be Singapore and the tribunal shall consist of one (1) arbitrator.

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