IDEM LABS PTE. LTD. a private limited company registered in Singapore (No. 201619275D) at 92 Amoy Street #02-01 Singapore 069911 (“Idem Labs”, “we”) owns and operates the website idemlabs.com, idemevents.com and idemsales.com and any related mobile applications (the “Site”).
Persons who are not of the age of majority are not eligible to use the Site, and we ask that no information in relation to such persons be submitted to us. By visiting our Site and accepting these Terms, you represent and warrant to Idem Labs that you have reached the age of majority in your jurisdiction, and that you have the right, authority and capacity to agree to and abide by these Terms. You also represent and warrant to Idem Labs that you will use our Site in a manner consistent with any and all applicable laws and regulations.
Idem Labs operates the Site which provides the following functionalities:
For owners and managers of event venues (“Venues”) who subscribe to the Site (“A Users”), the Site allows the A User to perform various services including but not limited to the following: manage room bookings, anticipate unused capacity, offer promotions and offers to connected B & C Users (as defined below), collate and manage data for multiple events within their Venue (each an “Event”) comprising amongst others: event name, event date, number of attendees, event equipment requirements, event F&B requirements, event planner details and any other requirements needed as part of setting up an event, and name of B User managing the event (the “Event Data”) together the “A Services”.
For third party event managers who create a User Account within the Site (“B Users”), the Site allows the B User to perform various event planning services including but not limited to the following: promote, complete and track ticket sales for their events, manage multiple events across multiple Venues (if the Venues have subscribed to the Site) view, manage and edit Event Data, view and manage data relating to all C Users who have purchased tickets for the relevant event (each an “Attendee”) including full name, passport and/or ID number, address, event preferences, birth date, telephone number and email address (the “Attendee Data”), anticipate unused capacity, offer promotions and offers to C Users (as defined below), collate and manage all Event Data relevant to the event. together the “B Services”.
For members of the public who create a User Account within the Site (“C Users”), the Site allows the C User to perform various activities in relation to available Events, including but not limited to the following: browse, search, view and set preferences and reminders for upcoming events, purchase tickets to events, and receive event updates as well as the ability to tag themselves at the relevant Venue and/or event, and upload direct to their chosen social media platform direct via the Site, and any additional services offered from time to time, together the “C Services”
For members of the public who have not created a User Account within the Site (“Public Users”), the Site allows the Public User to view certain information relating to Events and Venues, the “Public Services”.
The A Services, B Services, C Services and Public Services shall be collectively known as the “Services”.
To access certain Services offered on or through the Site, you will be required to register for a user account (a “User Account”). If you register, you agree that additional terms and conditions (“Additional Terms”) will apply to you and you agree to be bound by the same. In the event of any conflict between these Terms and the Additional Terms, the latter shall prevail.
You agree to (and if you are a corporate entity you agree to make sure that any authorized user of your account will) exercise reasonable care to maintain the security of your logins, passwords and other User Account information ("Account Information"). You agree to not disclose your Account Information to anyone, including employees, officers, representatives and/or affiliates, other than individuals authorized by you and acting on your behalf (an “Agent”) and registered on the Site and to not access any User Account other than your own User Account, or as authorized as an Agent.
You agree to (and if you are a corporate entity you agree to make sure that any authorized user of your account will) notify Idem Labs as soon as possible about any unauthorized use of your Account Information or any breach of security.
You are solely responsible for all information and any content (including for example, written text, tags, data files) you add to your User Account, including your Account Information and all content you or any of your authorized users post or send on the Site including non-public messages between users, if available ("User Content").
You undertake to maintain (and if you are a corporate entity you agree to make sure that any authorized user of your account will maintain) complete, accurate, true and correct User Content and update any Account Information held by Idem Labs as soon as possible.
Idem Labs can, in its sole discretion, modify, suspend or discontinue your access to all or part of the Site and/or disable or change your password, at any time and without notice for any reason, including but not limited to, breaches of these Terms, the Additional Terms, or other agreements or written guidelines you agree with us.
The Users will pay the following fees for use of the Site:
- A Users will pay to Idem Labs the fees as prescribed in the Order Form in each case as invoiced to them by Idem Labs.
- B Users will pay to Idem Labs a fee in respect of the number of Attendees per Event which shall be an agreed percentage of the total ticket sales revenue processed through the Site for the relevant Event, as invoiced to them by Idem Labs. Idem Labs reserves the right to withhold any payment processing fees incurred from C User ticket purchases payments prior to remitting the balance to the relevant B User.
- C Users will not be required to make any payment in order to create and access a User Account. However, if they choose to purchase Event tickets via the Site, they will be able to make payment for the tickets via the integrated payment gateway in the Site or other means as provided at the time of purchase, e.g. bank transfer, company check/cheque or payment at the event. For the avoidance of doubt, Idem Labs will not process payments itself, or collect any payment data other than the total amount paid, and the associated Event Data.
- Public Users will not have access to a User Account, and will not be required to make any payment.
All sums payable under these Terms are exclusive of GST, for which the User will be responsible.
Failure to pay the fees as specified and invoiced will result in the suspension of User Accounts until such time as all outstanding sums are paid in full.
In consideration of the License Fee paid by A Users to Idem Labs, each A User is granted a non-exclusive license to use the Site and the A Services, to create, access and manage a corporate User Account and to grant access, under their User Account, to multiple sub-users, subject to all such sub-users being employees, officers or Agents of the primary A User and to invite event planners to register as B Users.
Each B User is granted a personal, non-transferable and non-exclusive license to use the Site and the B Services and to create, access and manage a personal User Account.
Each C User is granted a personal, non-transferable and non-exclusive license to use the Site and the C Services and to create, access and manage a personal User Account.
Terms of all licenses
No User may use the Site other than as specified in these Terms without the prior written consent of Idem Labs and acknowledges that additional fees may be payable on any change of use approved by Idem Labs.
No Users have the right (and shall not permit any third party) to: copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to, distribute, sell, rent, loan, lease, transfer, part with possession of or otherwise deal in, remove, change or obscure any identification marks or notices of proprietary rights and restrictions on or in the Site or its source code in whole or in part.
No Users have the right to sub-license or to assign the benefit or burden of these Terms in whole or in part, or to allow the Site or their User Account to become the subject of any charge, lien or encumbrance.
Idem Labs may sub-license, assign, charge or otherwise transfer any of its rights or obligations under these Terms in relation to the Site,
Term & Termination
Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.
Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Quote & Invoice. Except as otherwise specified in an Quote, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per- unit pricing during any renewal term may increase by up to 7% above the applicable pricing in the prior term, unless We provide You notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Quote & Invoice, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after
the effective date of termination. If this Agreement is terminated by Us in accordance with Section 12.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
Your Data and Deletion. You may access the Site and Delete or Download your Data at any time. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export or download. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.
Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Customer Data Portability and Deletion,” “Removal of Content and Non-SFDC Applications,” “Surviving
Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.
The content on the Site is provided for general information only; it is not intended to amount to advice on which you should rely. Although we make reasonable efforts to update the information on the Site provided by us, we do not monitor, control, review or oversee any User Content, including Venue or Event information and Idem Labs does not endorse, and is not responsible for, User Content. We make no representations, warranties or guarantees, whether express or implied, that the Site content, or User Content is accurate, complete or up to date or that any listed Venue or Event has either event space or sleeping room availability. We recommend checking with the relevant Venue or event organizer, as appropriate to confirm.
You agree that you will only upload, share, post, publish, transmit, or otherwise make available (“Share”) on or through the Site, User Content that you have the right and authority to Share and for which you have the right and authority to grant to Idem Labs all of the licenses and rights set forth herein. By Sharing User Content, you grant Idem Labs a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, fully sub-licensable license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute such User Content for any purpose and in any form, medium, or technology now known or later developed.
You warrant that: (a) you have the right and authority to grant this license; (b) Idem Labs’ exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third-party rights; and (c) all so-called moral rights in the content have been waived to the full extent allowed by law.
Confidentiality & Privacy
For the purpose of these Terms “Confidential Information” means any confidential information concerning the business, affairs, customers, clients or suppliers of the other party not already lawfully available to the public and also includes, without limitation, any technical data, source code, object code, algorithm, manual, product specification, or plan for a new, revised or existing product.
Each of the Parties agrees that it:
- will not, without the prior written consent of the other Parties, use or disclose to any person Confidential Information (save for those in relation to itself) it has or acquires; and
- will use commercially reasonable best efforts to prevent the use or disclosure of Confidential Information.
- any information which becomes generally known to the public, other than by reason of any act or failure to act by any Party or Agent;
- any information which is required to be disclosed pursuant to any applicable laws or to any competent governmental, statutory or supervisory authority;
- any information which is required to be disclosed by any court or tribunal; and
- any information disclosed by any Party to their advisors for the purpose of these Terms.
The confidentiality obligations do not apply to:
In the event that any disclosure of Confidential Information is required pursuant to sub-Clauses (b) or (c), the Party making the disclosure will, to the extent permitted by law, promptly inform the other Parties of such required disclosure, consult with the other Parties in advance as to the form, content and timing of such disclosure, and reasonably cooperate with such other Parties to afford such other Parties opportunity to resist disclosure or obtain a protective order or similar relief to limit the disclosure of such Confidential Information.
Intellectual Property Rights
All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, trademarks, service marks and other intellectual property (“IP”), is owned by or licensed to Idem Labs, and protected by copyright and other intellectual property rights under international laws and conventions. All such rights are reserved. You do not acquire any ownership rights in such IP from using the Site or any Services made available to you via the Site.
You will not copy, reproduce, distribute, transmit, broadcast, display, sell, license, upload, or otherwise exploit such IP without our prior written consent. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
You must not use any part of the content on our Site for commercial purposes without obtaining a license to do so from us or our licensors. Our status (and that of any identified contributors) as the authors of content on our Site must always be acknowledged.
Acceptable Use of Site
You agree that you will exercise good judgment in using the Site.
You agree NOT to do any of the following things when using our Site and its content, communicating via the Site, or uploading content to the Site:
- compete directly or indirectly with Idem Labs or our Services;
- obtain confidential information or intellectual property (for any purpose);
- access any unauthorized data or areas of our Site or log into a server or account which you are not authorized to access;
- probe our Site’s infrastructure for vulnerabilities to breach the security or authentication measures of our Site or intentionally distribute harmful code including spyware or malware;
- send any unsolicited emails to or from users of our Site, including but not limited to commercial promotions, junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized solicitation, hoaxing or phishing, or transmit material that contains viruses or other malicious software;
- overload, hack or crash our server or any other infrastructure of our Site;
- interfere or attempt to interfere with service to any user, host or network associated with our Site, including without limitation, via means of submitting a virus to our Site, overloading, flooding, spamming, mailbombing or crashing our Site;
- knowingly introduce viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
- forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting on our Site;
- use any robots, scrapers or spiders or other automated means to access the Site to gain access to restricted areas of the Site, or to find e-mail addresses or other user data or sell or modify any of the content on our Site or reproduce, display, publicly perform, distribute, or otherwise use any content on our Site in any way for any public or commercial purpose;
- Share any content, or create any Event that is obscene, abusive, hateful, defamatory, degrading or harassing of another or constitutes a personal attack, is harmful or threatening, promotes bigotry, racism, hatred or harm against any group or individual, or any sexually explicit material on the Site;
- Share any copyrighted material on the Site unless you have the permission or right to do so;
- place a link to the internal pages of any password-protected portions of our Site without our express written consent;
- invade another's privacy or copy or transmit another's confidential, sensitive or personal information;
- intentionally or unintentionally violate any applicable local, state, national or international law;
- use the Site and any content for any unlawful or fraudulent purpose, or any activity that could damage our commercial reputation and goodwill or the commercial reputation and goodwill of our users;
- transmit, upload or post material that infringes on any IP rights of others;
- use anyone else's account information or personal information except in connection with our Services or with express consent, or
- spoof, impersonate another person or entity or provide false or misleading information about yourself or affiliation in any way.
If you do any of these things or are in breach of these Terms, we reserve the right to immediately suspend or terminate your access to, or use of, the Site at any time without notice. Further, if we determine that you are in breach of any of these Terms, we may pursue appropriate civil remedies and/or criminal charges against you, including reporting the breach to the relevant law enforcement authorities.
Reporting Concerns about Content
Security and Viruses
It is your responsibility to obtain and use software that supports security protocols that may be used by us. We do not guarantee that the Site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform in order to access the Site. You should use your own virus protection software / firewall etc.
Idem Labs may, in its sole discretion, modify, suspend or discontinue operation or access to all or part of the Site at any time (a “Suspension”). Idem Labs will use reasonable endeavors to publish in advance details of such activity on the Site. We are not liable to you for any modification, suspension or discontinuance of any of the Services and/or the Site.
Whilst Idem Labs intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Site may be unavailable, whether due to planned maintenance or malfunction.
Disclaimer and Exclusion of Liability
YOU USE THE SITE AT YOUR OWN RISK. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE THE SITE AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
WE DON'T CONTROL OR VET USER CONTENT OR OTHER USER GENERATED CONTENT FOR ACCURACY, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF OUR SERVICES OR VERIFY THE IDENTITY OF OUR USERS.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL CONDITIONS, WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON-INFRINGEMENT WITH RESPECT TO THE SITE AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE.
IDEM LABS DOES NOT GUARANTEE OR WARRANTY THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE WILL (A) MEET YOUR REQUIREMENTS, (B) BE ERROR-FREE, UNINTERRUPTED, TIMELY, SAFE FROM VIRUSES OR OTHER HARMFUL ELEMENTS OR THAT OUR SITE IS COMPLETELY SECURE OR (C) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE WILL BE ACCURATE OR RELIABLE.
IDEM LABS SHALL UNDER NO CIRCUMSTANCES WHATSOEVER BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY IN RESPECT OF ANY LOSS OR DAMAGE WHICH RESULTS FROM ANY THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE INFORMATION CONTAINED ON THE SITE OR OBTAINED FROM YOUR USE OF THE SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, OR ANY DOWNTIME, OUTAGE, INTERRUPTION IN OR UNAVAILABILITY OF THE SITE OR LOSS OF DATA OR CONTENT ATTRIBUTABLE TO ANY CAUSE WHATSOEVER.
Under no circumstances shall either Party or any of their predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives, attorneys and their respective heirs, successors and assigns be liable for any loss or damages, including direct, incidental, punitive, special, consequential or exemplary damages even if they have been advised of the possibility of such damages or losses and regardless of the theory of liability.
Neither party will be liable for failures or delays in performing their obligations arising from events, circumstances or causes beyond its reasonable control.
As a condition of your use of the Site, you agree to indemnify, defend and hold Idem Labs, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable attorneys’ fees), or other expenses that arise directly or indirectly out of or from (a) your violation of these Terms; (b) your use of the Site; or (c) your violation or infringement of the rights of any third party.
Links to Third Party Websites
Save as expressly provided herein, any right of termination conferred upon the Parties will be in addition to and without prejudice to all other rights and remedies available to it and no exercise or failure to exercise such a right of termination will constitute a waiver of any such other right or remedy.
The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction will not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
We reserve the right to change these Terms at any time by publishing them on this Site without notice to you. Idem Labs encourages you to frequently check the Site for any changes to these Terms. Your continued access to and use of the Site after any change in these Terms will constitute your acceptance of such changes.
No failure on the part of any Party to these Terms to exercise, and no delay on its part in exercising, any right or remedy under these Terms will operate as a waiver thereof, and any single or partial exercise of any right or remedy will not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.
Any date, time or period mentioned in any provision of these Terms may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time will be of the essence.
Other than Agents, a person who is not party to these Terms has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce any term of these Terms.
No Party will (nor will it purport to) assign, transfer, charge or otherwise deal with all or any of its rights under these Terms nor grant, declare or dispose of any right or interest in it, without the prior written consent of the other Parties.
We may use your Company Names and Logos in case studies, promotional materials, or other write-ups, unless you request otherwise.
Governing Law, Jurisdiction & Disputes
This Agreement will be governed by, and construed in accordance with, the laws of Singapore. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, will be heard in English under the exclusive jurisdiction of the courts of Singapore.
Other Relevant Jurisdictions
By accessing the Site you do so at your own risk and are responsible for the laws governing such access in your jurisdiction. Any provision of these Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability but that shall not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction. If we do not insist on or enforce strict performance of these Terms, it does not mean that we have waived our right to do so. These Terms shall not be interpreted or construed to give rights or remedies to any third parties.