LAST UPDATED: 26 January 2018
1.1 We are Cudy and we own and operate this website (“Site”) at www.cudy.co
1.2 Your use of this Site is subject to these Terms of Service (“TOS”). By using the Site, you are deemed to have accepted and agreed to be bound by these Terms of Service. We may make changes to these Terms of Service from time to time. We may notify you of such changes by any reasonable means, including by posting the revised version of these Terms of Service on the Site. Your use of the Site following changes to these Terms of Service will constitute your acceptance of those changes.
1.3 Our Site permits you to access and/or view Content, including but not limited to text, dialogues, software, scripts, graphics, photos, sounds, voice, music, videos, audiovisual combinations, data, information and/or other materials (collectively “Content”) by streaming only on or through our Site, and to enjoy certain social media features and interactive functions among users such as live chat, personal messages and e-commerce under the terms and conditions set forth in these Terms of Service.
2.1 The use of our Site requires compatible devices, Internet access, and periodic updates. The latest version of software, programs and/or applications (collectively “Software”) is recommended and may be required to access our Service for certain features. You acknowledge that you are responsible to obtain and maintain at your own expense all equipment, systems, software, and/or services needed to access our Service and updating the Software.
2.2 Usage of the Site may affect your enjoyment and/or the operation of the broadband or wireless services provided by the third party network and we shall not in any event be liable in respect thereof.
2.3 You agree that the requirements under the section “ABILITY TO ACCEPT TERMS OF SERVICE” may change from time to time and as the user, you are responsible to ensure that all these requirements are met before accessing or using our Site.
2.4 You affirm that you are either more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.
3. Site Access
3.1 Before you can access and/or use our Site, you must register as a user (“Basic User”) by providing us with current, complete and accurate information as required on our Site.
3.2 You must always keep the aforesaid information current, complete and accurate. The information you provide to us via our Site will be dealt with in accordance with our Personal Information Collection Statement.
3.3 We may at times undertake checks to ensure the accuracy of the information you have provided us including means such as contacting you through our customer service.
3.4 You agree to keep your password and user account secure and confidential and not to allow anyone else to use your user account or password to access our Site nor to do anything which would assist or allow anyone who is not a registered user to gain access to our Site; nor to create accounts for others without their permission; nor to create additional user accounts for the purpose of abusing the functionality of our Site or other users’ accounts, nor to seek to pass yourself off as another user; nor to do anything that jeopardize the security of your account.
3.5 You are responsible for all access to the Site using your internet connection, even if the access is by another person and any person who uses our Site and the Content under your user account, regardless whether approved by you, shall be deemed to be your use of our Site and Content. If you have reason to believe that someone has unauthorized use of your password or user account or has committed any other breach of security, please report to us immediately at [email protected] for our immediate suspension of your user account or to take other appropriate actions.
3.6 We will use reasonable efforts to ensure that the Site is available at all times. However, we cannot guarantee that the Site, or any individual function or feature of the Site will always be available and/or error free. The Site may be unavailable during periods when we are implementing upgrades or carrying out essential maintenance on the Site.
3.8 We reserve the right to not accept your registration in our sole discretion without specifying reason.
4. Site Content
4.1 The usage of our Site, and/or all Content contained within the Site is entirely at your own discretion. Do note that all Content are provided to you “as is”, without any representations or warranties of any kind (implied or express) to the fullest extent permitted by applicable law and is not intended as specific commercial, financial, business or legal advice.
4.2 You may access Content for your information and personal, non-commercial use solely as intended through the provided functionality of our Site and as permitted under these Terms of Service. We and the respective contributors of Content reserve all rights not expressly granted in and to our Site and the Content.
4.3 Though we provide rules for user conduct, we do not control or direct users’ actions on Cudy and are not responsible for the content or information users transmit or share on Cudy. You understand that you will be exposed to Content when using our Service. Content may be derived from many different sources, and we will not take responsibility for the accuracy, suitability, practicality, safety, or intellectual property rights of or relating to such Content. You further understand and recognise that you may be exposed to Content that is incorrect, offensive, indecent, or unpleasant, and you agree to waive, and therefore do waive, any legal or equitable rights or remedies you have or may have against us with respect to any applicable law, and to agree to indemnify us and hold us harmless to the fullest extent allowed by law regarding all matters related to your use of our Site.
4.4 This section “SITE CONTENT” will endure the cessation or expiry of this Terms of Service and/or your use of our Site.
5. Access to Site outside of Singapore
5.1 We make no promise that the materials on the Site are appropriate or available for use in locations outside Singapore. Accessing the Site from territories where its contents are illegal or unlawful is prohibited. If you choose to access the Site from elsewhere, you do so on your own initiative and are responsible for compliance with local laws.
6. Your use of the Site
6.1 Your permission to use the Site is personal to you and non-transferable, and you may not use the Site for commercial purposes. Your use of the Site is conditional on your compliance with the rules of conduct set forth in these Terms of Service and you agree that you will not:
6.1.1 Use the Site for any fraudulent or unlawful purpose in a manner which infringes the rights of, or restrict or inhibit the use and enjoyment of our Site by any third party including:
i. distributing, threatening, violent, immoral, pornographic or defamatory statement, engaging in any conduct which is unlawful, or which may harass or cause distress or inconvenience to any person or disruption of normal follow of dialogue and/or interactive mode via our Site;
ii. defaming, abusing, harassing, stalking, threatening or otherwise violating the rights of others, including without limitation others’ privacy rights or rights of publicity;
iii. impersonating any person or entity, false state or otherwise misrepresent your affiliation with any person or entity in connection with the Site or express or imply that we endorse any statement you make;
iv. allowing any person to collect money or other considerations for the use of access of our Site, Content and/or Software under any circumstance unless expressly permitted under these Terms of Service;
v. interfering with or disrupt the operation of the Site or the servers or networks used to make the Site available or violate any requirements, procedures, policies or regulations of such networks;
vi. transmitting or otherwise making available in connection with the Site any virus, worm or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment;
vii. reproducing, duplicating, copying, selling, reselling or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site;
viii. modifying, adapting, translating, reverse engineering, decompiling or disassembling any portion of the Site. If you wish to reverse engineer any part of the Site to create an interoperable program you must contact us and we may provide interface data subject to verification of your identity and other information;
ix. removing any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site;
x. framing or mirroring any part of the Site without our express prior written consent;
xi. creating a database by systematically downloading and storing Site content;
xii. using any manual or automatic device in any way to gather Site content or reproduce or circumvent the navigational structure or presentation of the Site without our express prior written consent. Notwithstanding the foregoing, we grant the operators of public online search engines limited permission to use search retrieval applications to reproduce materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of such materials solely in connection with each operator’s public online search service.
xiii. modifying the Software that is provided by us to access our Site and/or the Content in any manner or form, or to use the modified versions of the Software, for any purposes including obtaining unauthorized access to our Site and/or the Content;
xiv. interfering with or disrupting our Site and/or the Content or servers or networks connected to our Site and/or the Content;
xv. charging for access to any premises where Service is installed for use of or access to our Service, our Site, the Content and/or the Software;
xvi. downloading, selling, sharing, reproducing, copying, distributing, publishing, modifying, preparing derivative works based on our Site or the Content or display our Site or the Content or cause our Site or the Content to be displayed in public or re-direct any Site or the Content in any way or through any media or frame any part of our Site or the Content, whether by actual commitment or procurement or by any means;
xvii. using any robot, spider, scripts, site search, retrieval application, or other manual or automatic device or process to access, monitor, retrieve, index, “data mine”, or in any way reproduce, disrupt or copy, circumvent the navigational structure or presentation of our Site or the Content, and/or the Software;
xviii. hacking, breaking into, or attempt to hack or break into our Site or the Content, the Software, and/or any data zones on our server(s) or that of any third party in any manner, or access such parts of our Site and/or the Content and/or Software which you are not authorized to login;
xix. implanting into any software or other materials that contain any software viruses, worms, time bombs, Trojan horses or other harmful or disruptive component;
xx. obstructing or interfering with our Site or servers or networks connected to our Site, or restrict or inhibit any person to use our Site;
xxi. forging headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through our Service;
6.2 You hereby agree to use our Site only for its intended purposes and will not engage in behaviours with the intention of using the Site for other purposes including but not limited to, using our Service and/or our Site to acquire students or tutors for classes, not conducted on our Site.
6.3 We reserve the right to revoke these exceptions either generally or in specific instances.
7. Third-Party Websites
7.1 The Site may provide links to other websites and online resources. We are not responsible for and do not endorse such external sites or resources. Your use of third party websites and resources is at your own risk.
7.2 You may create a link to this Site, provided that:
7.2.1 The link is fair and legal and is not presented in a way that is:
i. misleading or could suggest any type of association, approval or endorsement by us that does not exist, or
ii. harmful to our reputation or the reputation of any of our affiliates;
7.2.2 You retain the legal right and technical ability to immediately remove the link at any time, following a request by us to do so.
7.3 We reserve the right to require you to immediately remove any link to the Site at any time and you shall immediately comply with any request by us to remove any such link.
8. Intellectual Property
8.1 The intellectual property rights in the Site and all of the text, pictures, videos, graphics, user interfaces, visual interfaces, trademarks, logos, applications, programs, computer code and other content made available on it are owned by us and our licensors. You may not print or otherwise make copies of any such content without our express prior permission.
8.2 You agree that we own and retain all rights to our Service, our Site and/or the Software, and we and the contributors of the Content own and retain all rights to the relevant Content. All trademarks, service marks and logos (the “Marks”) on our Service, our Site and/or the Software are owned by or licensed to us.
8.3 You acknowledge that our Service, our Site, the Content, the Marks, and/or the Software are protected by copyright, trademark laws, and other Intellectual property right laws, and you further agree that you are being granted with a non-exclusive, non-transferable, limited license, without right of sublicense, to access and use our Service, our Site, the Content, other than those contributed by you, and/or the Software contained therein on a streaming-only basis in compliance with these Terms of Service.
8.4 Nothing you do on or in relation to our Service, our Site, the Content, other than those contributed by you, the Software, the materials contained therein will transfer any intellectual property rights to you or license you to exercise any intellectual property rights unless expressly stated by us.
8.5 We expressly reserve the right to take action against you in the event that you infringe any of our intellectual property rights or other rights of any person.
8.6 This section “INTELLECTUAL PROPERTY” will survive the termination or expiry of this Agreement and/or your use of our Service.
9. Limitation of Liability
9.1 We provide the Site on an “as is” basis and make no representations as to the quality, completeness or accuracy of any content made available on the Site. To the maximum extent permitted by law, we expressly exclude:
9.1.1 All conditions, warranties and other terms that might otherwise be implied by law into these Terms of Service; and
9.1.2 Any and all liability to you or any third party (including users of our Service, whether authorized or not), whether arising under these Terms of Service or otherwise in connection with your use of the Site.
9.2 The foregoing is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation):
i. compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties;
ii. any claim relating to any part of our Site, our Service Software and/or Content supplied, provided, sold or made available by or through our Service (or any failure or delay to so supply, provide, sell or make available);
iii. any injury, disease, seizure or loss of consciousness suffered by you, arising whether directly or indirectly from accessing and using our Site, our Service, the Software and/or the Content;
iv. Notwithstanding the foregoing, nothing in these Terms of Service is intended to exclude or limit any liability that may not by law be excluded or limited, and in particular none of the exclusions and limitations in this clause are intended to limit any rights you may have as a consumer under Singapore law or statutory rights which may not be excluded, nor in any way to exclude or limit (site owner) liability to you for death or personal injury resulting from our negligence or that of our employees or agents.
9.3 We will not be liable to you or any other third parties, including users of our Service (whether authorized or not), for any timeliness, deletion, non-delivery, errors, interruptions in the transmission, failure or delay in accessing our Service or any part thereof (whether due to the lack of streaming capacity, the reliability and stability of your Internet connection and its speed and bandwidth, or otherwise) and/or the consequences or effects on your mobile network, internet connection, their speed and/or bandwidth that may be caused by our Service; OR (ii) your inability to gain access in whole or in part to our Service due to the delay or failure of any communication networks or any party providing such access.
9.4 We shall not be in any way responsible for any transaction between you and third party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.
9.5 This section “LIMITATION OF LIABILITY” will survive the termination or expiry of this Agreement and/or your use of our Service.
11. Duration of Terms
11.1 These Terms of Service are effective until terminated. We may, at any time and for any reason, terminate your access to or use of the Site. If we terminate your access to the Site you will not have the right to bring claims against us or our affiliates with respect to such termination. We and our affiliates shall not be liable for any termination of your access to the Site.
12. Our Rights
12.1 We may at any time without notice:
i. expand, reduce and/or modify the whole or any part of our Site;
ii. remove, delete, cancel, edit, change, amend or block the whole or any part of the Content;
iii. deactivate the whole or any part of our Site to carry out system maintenance, upgrading, testing and/or repairs;
iv. terminate your user account, or limit or suspend your access to the whole or any part of our Service and/or Content if we believe that such action is appropriate due to your improper use of our Site or breach of any term of this Agreement;
v. at any time employ and/or install software in your personal computer or other personal viewing devices for the purposes of detecting any downloading, copying, storing, distribution, sharing or re-direction of any Content from our Service in any way or through any media and/or for your access to our Service from time to time;
vi. at any time monitor and record your activities and Content posted on our Site through your user account; and/or
vii. place advertising and promotional materials in conjunction with the Content published, within the Content transmitted, on the Site, in our Service and/or the Software at our sole discretion.
13.1 You agree to indemnify and hold us harmless from any claim, costs or demand, (including reasonable attorney fees) made by a third party, relating to or arising from:
i. any violation by you of this Agreement;
ii. your use of our Site, our Service, the Software and/or the Content;
iii. the Content or information you provided;
iv. any and all usage of your user account, whether or not such usage is expressly authorized by you;
v. in connection with any dealings with you through our Service;
vi. your violation of any rights of another, and under which such third party demands from you any compensation, fees or damages (including reasonable attorney fees); and/or
vii. the personal information submitted by you.
13.2 This Section “INDEMNIFICATION” will survive the termination or expiration of this Agreement and/or your use of our Service.
14. Governing Law
14.1 These Terms of Service will be governed by and construed in accordance with the laws of Singapore, and the courts of Singapore will have non-exclusive jurisdiction over any claim or dispute arising under or in connection with these Terms of Service.
14.2 Users of the Site that are located out of Singapore must adhere in accordance with the laws of Singapore. You hereby submit to the non-exclusive jurisdiction of the Singaporean Courts. All dealings, correspondence and contacts between us shall be made or conducted in the English language.
15. Settling of Disputes
15.1 Should a party want to lodge a complaint to Cudy regarding a dispute about but not limited to payments and/or unfair reviews that may result in the defamation another individual’s reputation, they can send us an email at [email protected]. We will try our best, in good faith, to settle the dispute as soon as possible in a reasonable manner.
15.2 You hereby release Cudy from any claim, cause of action or dispute (claim) you have with us arising out of or relating to disputes with users of our Services or this or this Statement.
15.3 You agree to resolve any claim, cause of action or dispute (claim) you have against Cudy exclusively in a Court located in the Republic of Singapore, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims. The laws of the Republic of Singapore will govern this Statement, as well as any claim that might arise between you and us, without regard to conflict of law provisions.
16.1 If you make a payment on Cudy, you agree to our terms of Payment as stated below:
i. All payment made on Cudy site is managed by our payment partner “Xfers Pte Ltd”. All payments must be made by card through the Cudy via payment feature in your user account. All payments should occur through the third party site provided by Xfers. Do not accept to make payment through any other platforms or means. Cudy will not be liable or entertain disputes for transactions that occurred outside of the payment methods that do not strictly follow the payment procedures stipulated on the Cudy site;
ii. in the event that you choose to pay for services provided by Cudy or parties listed on Cudy by Card, you will need to register a valid Card which belongs to you in accordance with the instructions within the payment site;
iii. If the Card belongs to another person, such as your parents, you hereby warrant and agree that you have obtained their permission to use the Card for the payment of the services provided by Cudy or parties listed on Cudy ;
iv. you agree that we may verify and authorize your Card details when you first register the Card with us as well as when you use the Service;
v. You agree that we may issue a reasonable authorization hold, which is not an actual charge against your Card, in order to verify your payment method via your Card. The hold may appear in your statement as “pending”. The authorization hold is issued as a preventive measure against any unauthorized or fraudulent usage of your Card;
viii. In the event your payment by your Card is processed overseas, you will be liable for any additional charges in relation thereto;
16.2 You are required to make payment in full through the third party payment site prior to the start of the first registered lesson (not including trial classes). Payments made are non-refundable. In the unlikely event a class was missed or cancelled, we will do our best to resolve the issue in a reasonable manner.
16.2.1 In addition, failure to make payment on or before the due date shall entitle us to treat the failure as a repudiation of this Agreement by you and we shall have the right to repudiate further performance thereof and to recover damages for the breach of Agreement.
16.3 The Company “Cudy” reserves the right to suspend the processing of any transaction or disable or limit the use of the Card in the event of any error in transaction which results in decline or chargeback from the financial institution.
Introducing Broker Agreement
LAST UPDATED: 6 January 2019
The Introducing Broker to refer new clients to the Company pursuant to the terms and conditions of this Agreement. The Introducing Broker and the Company may be individually referred to as “Party” or collectively referred to as “Parties”.
1.1. In this Agreement, the following terms shall have the meaning set forth below:-
“Existing Client” means a client of the Company who had agreed to the terms and conditions of the Client Agreement.
“Client” means a potential client of the Company.
“Client Account” means the Client account a Client has after registration with the Company.
“Company” refers to Cudy Pte. Ltd. (UEN: 201721092W), a company incorporated in Singapore.
“Company Services” means the exchange platform and related customer supports provided by the Company.
“Company Website” – https://www.cudy.co.
“Confidential Information” means any confidential information disclosed from one Party to the other Party pursuant to this Agreement and which includes, without limitation, designs, concepts, drawings, ideas, inventions, specifications, techniques, discoveries, models and data; computer software in source or object code and related documentation, flowcharts and diagrams; marketing techniques and materials, marketing plans, timetables, strategies and development plans (including prospective trade names and trademarks); client names and information and pricing policies; and financial information.
“Effective Date” means the date the IB accepts the terms and conditions of this Agreement.
“Introducing Broker/IB” means an individual or legal entity which refers Clients for the company and operates in the interests of the Company, on the basis of this Agreement.
“IB code” means the IB’s unique identification code.
“Referral Commission” means the commission payable by the Company to the IB under this Agreement.
“Referral link” means the link to the Company Website containing the IB’s unique identification number, which is to be used by the IB to acquire clients.
“Referred Client” means a Client which has been referred to the Company by an IB.
2. General Terms
2.1. In accordance with the terms and conditions of this Agreement, an Existing Client who is party to, accepted and is in compliance with the Client Agreement with the Company and uses a student account to purchase online classes on the Company Website shall have the right to carry out the referral of new Clients to the Company on the basis of and under the conditions provided herein.
2.2. The terms and conditions of this Agreement become binding for each IB at the moment the IB accepts the terms and conditions of this Agreement. This Agreement contains all the terms and conditions that regulate the relationship between the Company and the IB.
2.3. To become an IB of the Company, an individual or a legal entity must:
2.3.1. be an Existing Client of the Company; and
2.3.2. accept this Agreement and receive an IB Code and a Referral link.
2.4. In addition to any documents and/or information provided to the Company as part of the initial registration process as a Client, the Company reserves the right to request for any further documents and/or information in order to verify the status of the IB as an individual or legal entity.
2.5. From the Effective Date the IB may:
2.5.1. carry out advertising campaigns in the interest of the Company
2.5.2. hold events directed towards the acquisition of new Clients to the Company, provided the events do not violate the laws of the country in which they are held, or of the country of residence of the IB.
2.5.3. inform new Clients on the Company’s line of business and Company Services on offer, the competitive advantages of the Company and other terms and conditions.
2.5.4. communicate all necessary information about the Company to Clients, including the Company’s address and contact information, and general and special conditions for the provision of Company Services.
2.5.5. help new Clients get acquainted with the Company Website, refer and clarify documents and information posted on the Company Website, including but not limited to the terms of this Agreement and the Client Agreement.
3. Interaction of the Parties
3.1. This Agreement does not under any circumstances constitute an agreement for the creation of a partnership, joint venture, agency or an employer-employee relationship. The IB may only operate and act in relations with third parties as an Existing Client of the Company, serving as an IB and not in any other capacity.
3.2. The IB is not a representative of the Company and is not authorised by the Company to provide any of the Company Services on the Company’s behalf and the IB must not do or say anything to imply anything to the contrary to any Client.
3.3. The IB shall be granted a non-exclusive, non-transferable, non-assignable, limited royalty free license to use the Company name, logo, trade marks (registered or not registered) provided in the Client Account (the “Company Marks”), the Referral link, and/or advertising materials provided by the Company in Client referrals. Nothing in this Agreement creates or grants any proprietary right, title or interest to any of the Company Marks and/or advertising materials and the IB acknowledges any such rights to the Company Marks and advertising materials shall remain the sole and absolute property of the Company.
3.4. The Company shall not under any circumstances whatsoever be responsible for:
3.4.1. any actions carried out by the IB that are in violation of the provisions of this Agreement and/or the Client Agreement.
3.4.2. any actions of the IB beyond the authority granted by the Company pursuant to this Agreement.
3.4.3. any complaint lodged against the IВ acting in his capacity as an IB.
3.5. The Parties are obligated to comply with the provisions set out in this Agreement and/or the Client Agreement.
4. Obligations of the Introducing Broker
4.1. It shall be the IB’s responsibility to promote the Company and/or the Company Services in compliance with all the applicable laws of his (if the IB is an individual) or its (if IB is a company) country of residence and/or incorporation (as the case may be) where the Client referrals are taking place. The Company in no way accepts any responsibility for any violation of such laws committed by the IB.
4.2. The IB shall promptly notify the Company in writing of any assertion of any material claim against the IB by any Client(s) and/or Referred Client(s), or of any suit and/or proceedings by any Client(s), Referred Client(s) and/or regulatory agency against the IB.
4.3. The IB is obligated to put forth maximum effort in referring Clients to the Company.
4.4. A Client shall be considered as referred by the IB under the condition that the Client is not an Existing Client of the Company and the Client is transferred to the Company Website through the Referral Link provided to the Client by the IB.
4.5. If the Client is considered referred by the IB, the IB Code will automatically be placed in all following student accounts opened by the Referred Client. A Referred Client cannot be transferred to another IB. In the event that the IB terminates its/his Client Account with the Company for whatever reason, the IB code will be removed in the student account opened by the Referred Client. For the avoidance of doubt, in such an event, the Referred Client will not be able to be referred by any other IB or transferred to any other IB.
4.6. The Company reserves the right to independently register a Client as having been referred by the IB if the Client writes to the Company with a request to attach the Client’s Client Account to a particular IB within one (1) month after registration. The request may be made to the Company in the following ways:
4.6.1. by email at [email protected];
4.6.2. the feedback and ticketing function available on the Client Account; or
4.6.3. the chat box function available on the Company Website,
and the Client shall be required to explain why the Client did not register via the use of the Referral Link of the IB.
4.7. The IB must stop using any advertising material provided by the Company and/or the Company Marks immediately upon written request of the Company. In the event that IB does not comply with this written request with fourteen (14) days of receiving the same, the Company shall have the right to terminate this Agreement unilaterally.
4.8. The IB may not make use of any dishonest advertising methods for the purpose of promoting themselves on the internet. In particular it is forbidden to:
4.8.1. use methods of website promotion that violate the rules of internet search engines, knowingly manipulate the results of internet searches and use other methods of promotion which misinform or mislead search engines or search engine users;
4.8.2. knowingly mislead website visitors by improperly redirecting them to other websites or internet resources;
4.8.3. use advertising material containing false information, pornographic content or material which serves to ignite ethnic conflict or racial discrimination;
4.8.4. send mass mailings of any kind whether of a commercial, political, or any other nature which the recipients have not expressed a desire to receive;
4.8.5. use advertising material containing false information about the Company and/or the Company Services offered or knowingly conceal risks from Clients relating to the same;
4.8.6. use any materials which may damage the positive image of the Company;
4.8.7. use any other dishonest advertising methods.
4.9. The IB shall not:
4.9.1. register and/or use any Company Marks or domain names containing a part of or the whole word Cudy or any other variation of this word in writing; and
4.9.2. register an organization and/or use in the name of an existing Company a part of or the whole word Cudy, or any other variation of this word in writing.
4.10. The IB is strictly forbidden from advertising in contextual advertising systems such as Yandex. Direct, Begun and Google AdWords using keywords containing “Cudy”; and advertising in banner networks, internet catalogues, etc. The IB is also forbidden from using forced redirects to send visitors to any of the Company’s Websites.
4.11. The IB is prohibited from organizing monetary relations (including accepting cryptocurrencies, Fiat money, payment or banking cards, etc.) with Clients and/r Referred Clients. The Company holds full responsibility for this part of work.
4.12. The IB is obligated to inform the Company of any facts or circumstances of which it has become aware regarding any of its Referred Client(s) that could lead to adverse consequences (risks) for the Company.
4.13. Should Existing Clients or Referred Clients lodge complaints regarding the activity of the IB, the IB shall be obligated to independently address all such complaints and the IB’s sole expense.
5. Rights and Obligations of the Company
5.1. The Company is obligated to pay the Referral Commission to the IB in the amount and under the conditions stipulated in this Agreement.
5.2. The Company shall be responsible for the execution of Client orders and calculations of the Referral Commission due to the IB. Should the IB wish to check the calculations, the IB may request statements from their Referred Clients, on the basis of which an appeal may be made concerning the Company’s calculations. The Company does not provide statements on Referred Client transactions.
5.3. The Company has the right to monitor the activities of the IB regarding the functions and duties of the IB under this Agreement. In the event that the IB is found to be in contravention of any such functions and/or duties, the Company shall be entitled send the IB email warnings regarding the contravening conduct. This is without prejudice to any other rights the Company may have against the IB under this Agreement.
5.4. The Company has the right to request for and receive information from the IB on the latter’s fulfilment of the provisions contained in this Agreement.
6. Limitation of the IB’s Authority
6.1. The IB is not entitled to do the following without prior written consent of the Company:
6.1.1. assume any responsibility on behalf of the Company or place the Company under any obligations;
6.1.2. publish any material (articles, letters) or assist in the writing of material (articles, letters) concerning the Company in any newspapers, magazines or other periodicals or on internet resources (such as blogs, social networking websites, in forums, etc.) which may damage the positive image of the Company; or
6.1.3. give any guarantees and/or make any promises, make any claims in relation to any payments under any contracts and/or agreements concluded by the Company.
6.2. The IB entering into relations with the Company is obligated to inform interested parties and Clients of its IB status and authority. Since the IB is an intermediary, it is the Company that carries out all actions and measures necessary to conclude the Client Agreement with the Client through the Company Website.
6.3. The IB is not entitled, in its own name and/or on behalf of a Client, to register a Client with the Company and/or accept the Client Agreement on behalf of the Client using the IB’s personal login username and password. The IB is obligated to inform the Client of the need to protect the security and confidentiality of a Client’s account and login information (login username and password) to the Company’s Website. The Client shall be responsible for ensuring that such information is not given out to third parties.
6.4. During the period of validity of the Client Account, all actions performed using the Client Account shall be considered to be carried out personally by the Existing Client. The Company shall not be held responsible for the unauthorized use of the Client Account information by third parties.
6.5. Under no circumstances does the IB have the right to:
6.5.1. receive payments from, or make payments to Clients and/or Referred Clients. All financial dealings with Clients and/or Referred Clients will be performed by the Company; or
6.5.2. directly or indirectly give Clients and/or Referred Clients any amount of the IB’s Referral Commission; or
6.5.3. serve as an IB on behalf of any third parties.
6.6. Should the IB breach the terms and conditions of this Agreement, the Company reserves the right to block the IB’s Client Account and exclude logins by the Referred Client(s) (the “Lockout Period”) until the IB has rectified such breach, provided that the breach is capable of remedy. During the Lockout Period, the Company shall be entitled not to pay any Referral Commission due to the IB.
6.7. The IB itself cannot act as a Referred Client of an IB. Should any data of the IB coincide with data associated with any Referred Client (such as email, IP-addresses, etc.), the Referred Client shall be removed from the IB’s Referred Client list and the Referral Commission based on this Referred Client will not be paid.
7. Compensation of the IB
7.1. The Company shall pay the IB a Referral Commission of 10% of the total commission fee paid by the Referred Client to the Company through payouts made on the Cudy Marketplace, excluding Cudy Pass, calculated on a monthly basis for a period of one (1) year from the referral date. For the avoidance of doubt, the referral date refers to the date on which the Referred Client registers for an account with the Company via the Referral Link of the IB. In the event registration of the Referred Client is made pursuant to a request set out in Clause 4.6, the referral date shall be the date on which the Company links the registered Referred Client to an IB Code.
7.2. The Referral Commission shall be paid to the IB’s Client Account on a monthly basis. For the avoidance of doubt, the IB shall be responsible for paying any applicable fees required in order for the Company to make the Referral Commission payment to the IB.
7.3. The calculation formula for IB Referral Commission is displayed on the Company website.
8. Representations and Warranties
8.1. The IB hereby represents and warrants that from the Effective Date:
8.1.1. if it is a company, it is duly incorporated and validly existing under the laws of the jurisdiction in which it was incorporated. It has the requisite corporate power and authority to execute, deliver and perform the provisions of this Agreement and the transactions contemplated hereby;
8.1.2. if it is a company, it has taken, fulfilled and done all necessary actions, conditions and things, including all necessary corporate actions, (i) to lawfully enter into, exercise its rights, carry out and comply with its obligations pursuant to the provisions of this Agreement and the transactions contemplated hereby; and (ii) to ensure that those obligations are legally binding and enforceable.
8.1.3. its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement and the transactions contemplated hereby do not and will not violate, conflict, or exceed any power or restriction granted or imposed by (i) any law, regulation, authorization, directive or order (whether or not having the force of law) to which it is subject, (ii) its constitutive documents or (iii) any agreement to which it is a party or which is binding on it and its assets; and
8.1.4. that it will use its best endeavours to refer Clients to the Company and the Company Services through the Referral Link as may be necessary and ensure that the objective of the Agreement is met.
9. Contract Term
9.1. This Agreement shall enter into force from the Effective Date and shall remain valid as long as:
9.1.1. the IB has a valid Client Account with the Company and has observed all the rights and obligations under the Client Agreement; and
9.1.2. this Agreement has not terminated pursuant to Clauses 11.1 or 11.2.
9.2. In the event that the IB ceases to have a Client Account with the Company for whatever reason, this Agreement shall be terminated immediately. If the IB’s ceases to have a Client Account with the Company:
9.2.1. due to a breach by the IB of the Client Agreement, any Referral Commission due to the IB shall be up to the date of the occurrence of the breach; or
9.2.2. not due to a breach by the IB of the Client Agreement, any Referral Commission due to the IB shall be up to the date of the written notice of termination of the Client Agreement by either Party.
10. Force Majeure
10.1. Neither Party hereof shall be held liable for the complete or partial failure to fulfil its obligations should this failure result from a force majeure event or circumstance (including but not limited to fire, earthquake and other natural disasters, war or other military operations, blockades, government regulations and other extraordinary and unavoidable circumstances beyond either Party’s control).
10.2. The Party for whom it becomes impossible to fulfil its obligations is obligated to inform the other Party through written notification of the onset, estimated duration and cessation of the above-mentioned circumstances within five (5) business days from the moment of their onset and cessation.
10.3. The facts set out in the notification should be confirmed by a competent authority or organization of the respective country. The delay or absence of notification by the Party concerned deprives said party of the right to cite any of the above-mentioned circumstances as grounds for release from responsibility for the failure to fulfil its obligations.
10.4. Should the inability to either completely or partially fulfil obligations last more than three (3) months, the Agreement will automatically be terminated.
11.1. In the event that the IB breaches any clauses in this Agreement, and this breach is not rectified within fourteen (14) days from the date of the breach, this may amount to a material breach of this Agreement, which shall lead to the immediate termination of this Agreement and the cancellation of any Referral Commission due to the IB from date the breach occurred.
11.2. This Agreement may be terminated at any time as follows:
11.2.1. by either Party forthwith upon written notice to the other Party in the event the other Party should become insolvent or make an assignment for the benefit of its creditors or file for or be placed in judicial management, receivership, bankruptcy, liquidation or winding up take any other action which would indicate insolvency on its part; or
11.2.2. by either Party at any time without cause upon thirty (30) days prior written notice to each other.
For the avoidance of doubt, if termination of this Agreement is effected pursuant to Clauses 10, 11.2.1 and 11.2.2, the cancellation of any Referral Commission due to the IB shall be from the date of the written notice served by the relevant Party.
11.3. On termination of this Agreement, the IB shall:
11.3.1. immediately cease the use and/or dissemination of the Referral Link to any Clients;
11.3.2. immediately cease the use of the Company Marks;
11.3.3. immediately cease the use of any advertising material provided by the Company; and
11.3.4. immediately cease providing information to Clients about the Company and/or the Company Services.
11.4. The termination of this Agreement is without prejudice to any clause which by operation of law survives or is specifically stated to survive the termination of this Agreement. For the avoidance of doubt, Clauses 9 (Contract Term), 11 (Termination), 12 (Indemnification and Limitation of Liability), 13 (Confidentiality), and 15 (Governing Law and Jurisdiction) shall survive the termination of this Agreement.
12. Indemnification and Limitation of Liability
12.1. IB shall defend, indemnify and hold harmless the Company, and its respective affiliates, directors, officers, employees, agents and representatives from and against all claims, demands, expenses, losses, damages and costs and expenses (including legal costs and expenses) or liabilities of whatever nature or kind of the Company or third parties arising out of or in connection with a breach by IB of any of its obligations or warranties under this Agreement.
12.2. Under no circumstances shall the Company be liable to the IB for indirect, incidental, consequential, special, or exemplary damages (even if such party has been advised of the possibility of such damages), arising from any aspect of the relationship provided herein.
12.3. Notwithstanding Clause 12.2, the Company’s liability for any losses or damages suffered by the IB arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall be limited to 50% of the Referral Commission paid to the IB in the preceding 12 month period.
13.1. Each Party undertakes that it shall not at any time disclose to any person any Confidential Information which is disclosed by the other Party as part of this Agreement except where necessary to its employees, officers, representatives or advisors for the purposes of carrying out their respective obligations under this Agreement.
13.2. No Party shall use the other Party’s confidential information for any purpose other than for the purposes set out in this Agreement.
13.3. The confidentiality obligations contained in this clause shall be for the duration of this Agreement, and shall continue for a period of three (3) years from the date of termination of this Agreement.
14.1. The granting by any party of any time or indulgence in respect of any breach of any provision of this Agreement by the other shall not be deemed a waiver of such breach and the waiver by any party of any breach of any provision of this Agreement by the other shall not prevent the subsequent enforcement of that provision and shall not be deemed a waiver of any subsequent breach.
14.2. Save as expressly provided herein, this Agreement shall operate to the entire exclusion of any other agreement or understanding of any kind pertaining to the subject matter of this Agreement between the parties preceding the Effective Date.
14.3. All rights, remedies and powers conferred upon the parties pursuant to this Agreement are in addition to such other rights, remedies or powers now or subsequently conferred upon them by law or otherwise.
14.4. Neither Party shall assign this Agreement or any rights under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. This Agreement shall be for the benefit of and be binding on the Parties and their successors in title or permitted assigns.
14.5. Should any term of this Agreement be considered void or voidable under any applicable law, then such terms shall be severed or amended in such a manner as to render the remainder of this Agreement valid or enforceable, unless the whole commercial object is thereby frustrated.
14.6. No person who is not a party to this Agreement shall have any right under the Contracts (Right of Third Party) Act (Cap.53B) to enforce any of the provisions of this Agreement.
14.7. Where this Agreement is issued in a language other than English, the English language version shall take precedence in the event of any conflict.
14.8. The IB acknowledges that the Company has the right to amend certain provisions of this Agreement at any time, giving the IB prior written notification of 1 (one) calendar day before the introduction of such changes. Any change shall come into force on the date specified in the written notification.
14.9. Written notification under this Agreement shall be understood as one of the following means of communication:
14.9.1. email; or
14.9.2. announcement on the “News” page on the Company Website.
14.10. The IB agrees to allow the Company to use the IB’s contact information, for example, address, email and other information specified in the Client registration form to send the IB letters and proposals.
14.11. Any correspondence (documents, announcements, notifications, confirmations, statements, etc.) shall be deemed received by the IB:
14.11.1. one (1) hour after being sent to the email address specified in the Client registration form; or
14.11.2. one (1) hour after the announcement is posted on the “News” page on the Company website.
14.12. In the interest of complete clarity, the IB shall always and under all circumstances, without exception, act solely on its own behalf, and not in the name of the Company.
15. Governing law
15.1. This Agreement is governed by the law of Singapore and will be subject to the exclusive jurisdiction of the Singapore Courts.