Last Update: 21 November 2016
Welcome to LASSO!
This agreement is between you, the person or company using our Services ("You", "Your"), and Lasso Pte Ltd (“Lasso”, "We", "Us", or "Our"). References in this Agreement to “You” or “Your” are references to You in the capacity of either a Designer / Creative or Client, or both (as relevant).
If you have any questions, please contact us at firstname.lastname@example.org.
The account holder must choose an email address and password for the services provided. You are responsible for all activities that occur under your account. You agree to immediately inform Lasso in writing of any unatuthorized use of account or any other breach of security. Lasso will not be liable for any loss or damage arising from your failure to comply with confidentiality of the account and password. In consideration of use of our Services, you agree to provide true, accurate and complete information when prompted with the “Create Account” form. Lasso has the reasonable right to supspend or terminate your account and refuse any and all current and future use of the mobile application and website.
When registering to use our mobile application and websites, you must register yourself as either a “Designer / Creative” (which includes persons who have previously registered themselves as a “Designer”) or a “Client” (customer).
You agree to keep professionalism during the course of service. Do not copy or impersonate someone or their works. Creative professionals get credit and acknowledge for what they have create and we require you to oblige to the same professionalism. You agree to own all intellectual property rights (or have obtained all necessary permission) to your content and have the right to grant us the license of posting these materials. You warant that your content will not violate or infringe any intellectual property or other properity right, including the right of publicity or privacy, of any person or entity.
We may amend this agreement (including our Services) at any time, and will update the applicable part of this agreement on our mobile application and websites or may provide written notification to You in respect of such amendments. All such amendments will be effective as of the date of publication of the updated applicable part of this agreement on our Websites.
Your continued use of our Services, after such amendments shall be deemed to be acceptance of the amended terms.
We reserve the right, at Our sole discretion, to do any of the following in respect of both Designers / Creatives and Clients
(a) to use or display any of your Content on any of our Services;
(b) to include (including after the termination of this Agreement) references to and/or use any of the your content, your name(s) and/or profile pictures on any of our Services;
(c) to refuse to provide any of our Services to you, including if we believe (at our discretion) your content is capable of breaching your obligations under this agreement;
(d) to limit, suspend or terminate any of our Services to you or remove any of your content;
(e) to remove, block, not display and/or not store any of your content or any other information or materials at our discretion, including that which We consider to be offensive or inappropriate, regardless of whether this material is unlawful; and
(f) to cease providing any of our Services to you in the event payment of fees is not made in full and on time.
We may, but are under no obligation to moderate or monitor the use of our Services and/or our website by Designers / Creatives and Clients, including any of your content.
Discretion of Content
Designers / Creatives and Clients must conduct virus scanning and other tests as may be necessary to ensure that any data that is uploaded from, or downloaded to, any of our Websites does not contain any computer virus. You are solely responsible for the backup of any files in connection with our Services, including in respect of briefs, work(s), submissions and requirements. You are solely responsible for any third party payments or royalties payable in respect of Your Content.
Designers / Creatives and Clients undertake to ensure that any and all of Your Content:
(a) does not infringe the Intellectual Property Rights or any other rights of any person and that all applicable royalties or licence fees have been paid to secure the use of that material;
(b) is not obscene, illegal, offensive, upsetting, defamatory or in any way unsuitable for people under the age of eighteen (18) years old; and
(c) does not comprise and cannot be used for any purpose or activity of an illegal, fraudulent or defamatory nature.
(d) Designers / Creatives will not disclosure any part or/and whole of the brief at all times unless it is required during your course of service.
Designers / Creatives and Clients must pay to us the fees and any other charges as contemplated by this agreement or on our mobile application or/and websites at the rate and/or in the manner specified and referred to in this agreement or on our mobile application or/and websites.
Designers / Creatives and Clients must notify us as soon as possible in respect of any changes to your billing and account information.
Under this agreement, the payment processing services for goods and/or services purchased on one of our mobile application or/and websites are provided by a third party engaged by PayPal Pte. Ltd on behalf of Lasso Pte Ltd, depending on the type of payment method used for the purchase of our Services. For any other payment method, these terms constitute an agreement between You and Lasso Pte Ltd.
The fees are exclusive of GST, VAT and other similar taxes (where applicable). Without limiting the foregoing, Designers / Creatives and Clients shall be liable for any taxes, duties or charges imposed in respect of our Services (other than taxes imposed on our income). For the avoidance of doubt, if the effect of any tax, duty or charge applied to the fees is to reduce the our revenue under this agreement, the fees will be grossed up such that our revenue under this Agreement is not reduced.
If this agreement is terminated you must immediately pay to us all outstanding amounts owing to us under this agreement as at the date of termination. Termination of this Agreement will not extinguish or otherwise affect any accrued rights or remedies of either party.
All payments must be made in Singaporean Dollars.
Where we are required to make a payment to you, either as a Designer / Creative or a Client, following the receipt by Lasso of fees received from another user of our Services, You acknowledge that:
(a) We may first seek to verify the legitimacy of any payments We received from the other user;
(b) if, in our reasonable opinion, We believe such payments are not legitimate (including, for example, payments made by the unauthorised use of a credit card), then we can retain and deal with such payments in our own discretion; and
(c) the relevant transaction under which the illegitimate payment was received by Lasso will be deemed to be void, and we will not be required to make any payment to you as a result (but may, in our discretion, make a payment to you equal to the whole or part of the amount which would have otherwise been due to you, depending on how we deal with the illegitimate payment).
(d) Full payment to Designers / Creatives will be made within 60 days after project is completed.
Warrant & Liability
Our Services and Our Websites are provided “as is” and all guarantees, conditions and warranties expressed, implied or imposed by any legislation, the common law, or otherwise in relation to the supply of Our Services, Our Websites or otherwise in connection with Our obligations under this Agreement are expressly excluded and disclaimed to the fullest extent permitted by law, except where such exclusion is prohibited by law.
Without limiting clause, we make no warranty or representation that:
(a) Our Services – Mobile Application or/and our websites or any content made available on such will meet your requirements or expectations;
(b) the use of our Services, or any content made available on such will be uninterrupted, timely, secure, error free or virus free, or unable to be accessed by hackers, viruses or other harmful components;
(c) that results that may be obtained from the use of our Services, or any content made available on such will be accurate or reliable; and
(d) any errors in our Services, or any content made available on such will be corrected.
Except as otherwise expressly specified in this agreement, our liability for any breach of any statutory guarantee or any condition, warranty or other obligation which is implied or imposed by law which cannot be excluded by agreement, shall not exceed, if permitted by law, at our option:
(a) in the case of the supply of goods: (i) the replacement of the goods or the supply of equivalent goods; or (ii) the repair of the goods; or (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; or
(b) in the case of the supply of services: (i) the supply of the services again; or (ii) the payment of the cost of having the services supplied again.
For the avoidance of doubt, nothing in this agreement shall operate to exclude or restrict a party’s liability where such exclusion or restriction is prohibited by law.
To the maximum extent permitted by law, in relation to our Services and the subject matter of this agreement in no event shall we or our employees, officers, representatives and directors be liable for any loss of profits, management time, savings, contracts, revenue, interest, goodwill, data, or for any penalties, fines, or for any consequential, special, indirect, or exemplary damages, costs, expenses, or losses (including negligence).
To the maximum extent permitted by law, you agree that we, our employees, officers, representatives and directors shall not be liable to you for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to this agreement (whether that liability arises in contract, tort (including negligence) or statute) which are not otherwise excluded or limited for an aggregate amount in excess of the sum of the applicable fees in respect of the transaction or project that gave rise to the relevant loss.
You indemnify and hold us (and our directors and employees), harmless against all loss, damage, liability, costs and expenses (including legal costs) suffered or incurred by us:
(a) in respect of any claim or demand made by any person in connection with any of your content (as applicable) (including from a person’s use of your content);
(b) in respect of any claim or demand made by any person in connection with Your use of any content obtained through our services;
(c) in respect of any claim that any of your content (as applicable) infringes the Intellectual Property Rights of any person; and/or
(d) in respect of your (or any person claiming through you) use of the our services or resulting from a breach of this agreement by you and/or the violation by you of any law.
Governing Law and Dispute Resolution
This Agreement shall be governed in all respects by the laws of Singapore as such laws are applied to agreements entered into and to be performed entirely within Singapore, without regard to conflict of law provisions.
A party must not commence any arbitration or court proceedings relating to a dispute unless it has complied with the provisions of this clause, except where a party seeks urgent injunctive relief.
If there is a dispute arising out of or in connection with this agreement, then:
(a) the party raising the dispute must first notify the other party in writing of the dispute, and provide sufficient detail to enable the dispute to be considered;
(b) the parties must discuss or enter into correspondence about the dispute and attempt to resolve it; and
(c) if the dispute is not resolved within 14 days of when the dispute was first notified, then the dispute is to be resolved in accordance to the laws of Singapore.
You must not assign this agreement without our prior written consent.
We may assign, novate or otherwise deal with this agreement, or any rights or obligations under this agreement, at any time without Your consent by transfer to a third party. To the extent that You are required to give your consent to such an assignment, novation or other dealing, You hereby give your consent.
All notices must be in writing and addressed to the relevant party at the address as provided pursuant to this agreement.
Each party must take all steps as may be reasonably required by the other party to give effect to the terms of this agreement and transactions contemplated by this agreement.
This Agreement contains the entire agreement between the parties with respect to its subject matter.
Each party acknowledges that in entering into this agreement it has not relied on any representation or warranties about its subject matter except as provided in this agreement.
No delay, neglect or forbearance on the part of any party in enforcing against any other party any obligation under this Agreement will operate as a waiver or in any way prejudice any right under this Agreement.
If any provision of this agreement is held to be invalid, illegal or unenforceable, this agreement will continue otherwise in full force and effect apart from such provision which will be taken to be deleted.
Definitions and Interpretation
Definitions In this Agreement, unless the context otherwise requires:
“Agreement” means a person entering into a contract using the services provided
"Client" means a person or entity that registers with us as a "Client" in accordance with Our registration procedure;
"Confidential Information" means the confidential information of a party which relates to the subject matter of this agreement which is not already in the public domain through no breach by the recipient of its obligations of confidentiality owed to the discloser;
“Designer / Creative” means a person or entity that registers with Us as a "Designer / Creative", or who has previously registered with Us as a “Designer”, in accordance with our registration procedure;
"Fees" means the fees payable for using Our Services, as set out on Our Websites, as amended from time to time;
"GST" means applicable goods and services tax or any similar tax;
"Intellectual Property Rights" means all industrial and intellectual property rights including, but not limited to, copyright, trade marks, patents, circuit layouts, artwork, designs and confidential information and know how;
“Our Intellectual Property Rights” has the meaning given in clause 8.1;
”Our Services” means the service provided by Us pursuant to this Agreement, and through our mobile application or/and websites,
"Term" means the duration of this Agreement, the date you register with us on our mobile application or/and website and continues until it is terminated by you or us in accordance with this agreement
"Your Content" means all content and materials uploaded, provided or submitted by You or on your behalf to our Website or otherwise in connection with our Services, including any logos, designs, images, documentation, written and/or audio-visual content, music, recordings, photographs, illustrations, information or specifications.
The following rules of interpretation apply to this Agreement unless the context requires otherwise:
(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and conversely;
(c) a gender includes all genders;
(d) where a word or phrase is defined its other grammatical forms have a corresponding meaning;
(e) the words 'such as', 'including', 'particularly' and similar expressions are not used as nor are intended to be interpreted as words of limitation;
(f) a reference to a person includes a body corporate, an unincorporated body or other entity and conversely;
(g) a reference to a clause or schedule is to a clause or schedule to this Agreement;
(h) a reference to any party to this Agreement or any other agreement or document includes the party's successors and assigns;
(i) a reference to any agreement or document is to that agreement or document as amended, novated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document;
(j) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it; and
(k) a reference to conduct includes any omissions, statement or undertaking, whether or not in writing.