Last updated September 1, 2017

TERMS AND CONDITIONS (CONTENT PROVIDERS)

1 INTRODUCTION

1.1 Hello, welcome to the Terms and Conditions of Use (“Terms and Conditions”, “Terms”). These Terms and Conditions apply to users who are content providers for the Content on the Service.

1.2 Thank you for joining the Artistco community. By signing up or otherwise using CME Pte Ltd’s (“CME”) services, websites, and software applications through the platform “Artistco” (collectively, the “Artistco Service” or “Service”, “we”, “us”, “our”), or accessing any content or material that is made available through the Service (the “Content”), you agree to the Privacy Policy and enter into a binding contract with CME (“Contract”). The Terms, Privacy Policy, Contract, and any additional terms that you agree to, as discussed in the Whole Agreemen t section, are referred to together as the “Agreements”.

1.3 CME may, in its sole discretion, modify or revise the terms contained herein at any time, and you agree to be bound by such modifications or revisions. Although we may attempt to notify you when major changes are made to these Terms and Conditions, it is your responsibility to periodically review the most up-to date version which may be found at https://www.artistco.com.

1.4 Where changes are made to the terms contained herein, your continued use of the Artistco Service or access to the Content after the changes have been made will constitute your acceptance of the changes.

1.5 You acknowledge that you have read and understood the terms in these Terms and Conditions, accept the same and agree to be bound by them. If you do not agree to (or cannot comply with) any of these Terms and Conditions, you may not use the Artistco Service to access any Content. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us through https://www.artistco.com/contact.

1.6 In order to use the Artistco Service and access the Content, you need to be:

1.6.1 Aged 18 or older, or aged 13 to 17 (both ages inclusive) and have your parent or guardian’s consent to these Terms and Conditions;

1.6.2 Have the power to enter a binding contract with us and not be barred from doing so under any applicable laws; and

1.6.3 Be resident in a country where the Artistco Service is available.

1.7 You hereby certify that you have no contractual commitments or other legal obligations that would prohibit you from use of the Artistco Service. If you have contractual commitments or other legal obligations that may prohibit you from use of the Artistco Service, you accept and acknowledge that is your responsibility to seek the relevant approval to do so. You hereby indemnify CME from all contractual disputes that may arise from any breach of your contractual commitments or other legal obligations.

2 ARTISTCO ACCOUNTS

2.1 In order to access some features of the Service as a content provider, you will have to create an Artistco account. You may not use another’s Artistco account without permission. When creating your Artistco account, you must provide accurate and complete information.

2.2 You hereby certify that any registration information that you submit to CME is true, accurate, and complete. Any information that you provided during sign-up can be corrected during the sign-up process by returning to the previous screens and correcting erroneous information.

2.3 You accept and undertake to be solely responsible for the activity that occurs on your Artistco account, and you must keep your Artistco account password secure. You further undertake to notify CME immediately of any breach of security or unauthorised use of your Artistco account.

2.4 CME will not be liable for your losses caused by any unauthorised use of your Artistco account. You may be liable for the losses of CME or others due to such unauthorized use.

3 GENERAL USE OF SERVICE

3.1 You agree not to distribute in any medium any part of the Artistco Service or Content without CME’s prior written authorization and the relevant content contributor’s permission, unless CME makes available the means for such distribution through functionality offered by the Service (such as an embeddable player).

3.2 You agree not to alter or modify any part of the Artistco Service.

3.3 You agree not to access or upload Content through any technology or means other than the music playback pages of the service itself, the embeddable player, the mobile applications, or other explicitly authorized means that CME may designate from time to time at our sole discretion.

3.4 Unless you obtain CME’s prior written authorization and the relevant content contributor’s permission, you agree not to use the Artistco Service for the sale of advertising, sponsorships, or promotions placed on or within the Artistco Service or Content.

3.5 You may use the Artistco Service for the following purposes:

3.5.1 Showcasing or promoting your own work as an artist; or

3.5.2 Uploading original content to, or maintaining an original channel on, Artistco to promote your own business or artistic enterprise.

3.6 Unless you obtain CME’s prior written authorization, you will not scrape, reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Artistco Service or any source code therein. Further, you will not attempt to circumvent any of the technical measures in place on the Artistco Service or take any measures to interfere with or damage the Artistco Service.

4 SUBSCRIPTION FEE

4.1 As a content provider, you retain the discretion to determine the subscription fee to your Artistco account. Such subscription fee shall be paid on an annual basis and shall be reasonable and proportionate to the Content provided.

4.2 Subscription fees shall be shared on the following basis:

1st Year of Subscription (from the date of the 1st payment)

Subscribers introduced by you through Artistco’s referral mechanism

You will receive 100% of the subscription fee

Subscribers introduced through referral mechanism from other Artistco Service users

You will receive 70% of the subscription fee

The first introducing party (as reflected on Artistco’s referral mechanism) will receive 20% of the subscription fee

CME will receive 10% of the subscription fee

Subscribers introduced through referral mechanism from Artistco

You will receive 70% of the subscription fee

CME will receive 30% of the subscription fee

2nd Year of Subscription and after

You will receive 90% of the subscription fee

CME will receive 10% of the subscription fee

Note: The artist will be responsible for charges incurred from all subscription payments, including but not limited to bank transfer charges and third party payment services. A typical subscription will include a charge of approximately 3% from credit card or other transaction method, plus a $0.16 per payment fee from the global payment system that we use.


4.3 You shall be entitled to withdraw your proportion of the subscription fee only when the accrued subscription fees amount to US$500.00 or more.

4.4 No interest shall be paid to the content provider in respect of any monies (including any subscription fee) that are held in the content provider’s Artistco account.

4.5 You hereby agree and undertake to make payment of all charges incurred from any withdrawal of the subscription fees, including but not limited to bank transfer charges, and third party payment services.

4.6 Each party shall be solely responsible for the payment of all taxes as required by the applicable laws and regulations.

4.7 You hereby acknowledge that withholding tax may apply, subject to the laws of the Republic of Singapore.

5 PROVISION OF CONTENT

5.1 As a content provider, you may submit Content to the Artistco Service. Content is provided by you on an “as-is” basis. CME does not endorse any Content submitted to the Artistco Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein. CME expressly disclaims any and all liability in connection with all Content. You acknowledge that CME does not guarantee any confidentiality with respect to any Content you upload to the Artistco Service.

5.2 For clarity, you retain all of your ownership rights in your Content. By submitting your Content, you hereby grant CME a worldwide, non-exclusive, royalty-free, sublicenceable and transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Artistco Service and CME’s (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.

5.3 You also hereby grant each user of the Artistco Service that has paid the requisite Subscription Fee for your Content a non-exclusive licence to access your Content through the Artistco Service and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms and Conditions.

5.4 The above licences granted by you terminate within a commercially reasonable time after you remove or delete your Content from the Artistco Service. However, you understand and agree that CME may retain, but not display, distribute, or perform, server copies of your Content that have been removed or deleted.

5.5 As a content provider, you shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Artistco Service. You acknowledge the need to regularly upload Content to and interact with subscribers on the Artistco Service.

5.6 You represent and warrant that you own or have procured the necessary licences, rights, consent, and permissions to publish Content on the Artistco Service. In the event that you do not own the necessary licences, rights, consent, or permissions to publish Content, you undertake to provide to CME the requisite licence, right, consent, or permission which you have procured from the relevant persons prior to publishing the Content on the Artistco Service as and when CME requests.

5.7 You license to CME all patents, trademarks, trade secrets, copyrights or other proprietary rights in and to such Content for publication on the Artistco Service pursuant to these Terms and Conditions.

5.8 You represent and warrant that Content you submit to the Artistco Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant CME all of the license rights granted herein. You agree and undertake to indemnify CME for any actions, claims, demands or proceedings that arise out of or in connection with a breach of this warranty.

5.9 CME does not permit copyright infringing activities and infringement of intellectual property rights on the Artistco Service. CME will remove all such Content if properly notified that such Content infringes on another's intellectual property rights.

5.10 In the event any disputes in relation to the rights to and/or ownership of Content uploaded by you arise, CME reserves the right to limit public access to the disputed Content immediately without any prior consent from you until the dispute is fully and finally resolved. CME also reserves the right to remove disputed Content without prior notice.

5.11 You acknowledge and undertake to ensure that all Content published via your AristCo account on the Artistco Service are without objectionable wordings or lyrics that could violate any applicable local, national, and international laws and regulations (including but not limited to the Undesirable Publications Act (Cap. 338) and any equivalent legislation).

5.12 CME reserves the right to suspend and/or remove any Content that does not comply with the requisite laws and regulations of the country from access in the particular country.

6 USAGE OF CONTENT

6.1 The Content on the Artistco Service, and the trademarks, service marks and logos ("Marks") on the Artistco Service, are owned by or licensed to CME, subject to copyright and other intellectual property rights under the law.

6.2 You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content that is not provided by you without the prior written consent of CME or the respective licensors of the Content. CME and its licensors reserve all rights not expressly granted in and to the Artistco Service and the Content.

6.3 You agree not to circumvent, disable or otherwise interfere with security-related features of the Artistco Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.

7 ACCOUNT TERMINATION POLICY

7.1 Either party may terminate your Artistco account by giving two (2) weeks’ notice in writing. CME will inform your subscribers of the termination of your Artistco account by email. In the event of such termination, you hereby undertake to continue compliance with Clause 5.5 above until the expiry of all your subscribers’ subscriptions.

7.2 CME reserves the right to terminate your Artistco account without prior notice if, under appropriate circumstances, you are determined to be a repeat infringer of, without limitation, these Terms and Conditions or any applicable laws and regulations.

7.3 CME also reserves the right to solely decide whether any Content violates these Terms and Conditions for reasons other than copyright infringement, such as, but not limited to, obscenity, or excessive length. CME may at any time, without prior notice and at its sole discretion, remove such Content and/or terminate your Artistco account for submitting such material in violation of these Terms and Conditions.

8 Copyright Act

8.1 If you are a copyright owner or under the owner’s authority, and believe that any Content infringes upon your copyrights, you may submit a notice pursuant to Section 193D(2)(iii)(B) of the Copyright Act (Cap. 63) (the “Act”) by providing our designated representative with the prescribed information in writing, in the prescribed form as stated in Regulations 3 and 5 of the Copyright (Network Service Provider) Regulations.

8.2 You may direct such notices to our Designated Representative whose details are as follows:

8.2.1 Email address: [email protected]

9 MAINTENANCE OF SERVICE

9.1 CME provides the Artistco Service on an “as is” and “as available” basis. CME will strive to maintain, to the best of its abilities, on a daily basis, the Artistco Service. In the event that scheduled maintenance may affect and/or disrupt the Artistco Service, CME will notify you and all subscribers in advance by displaying a prominent notice within the Artistco Service and by email to your registered email address.

9.2 CME shall provide support to you through the online contact form (which may be accessed at: https://www.artistco.com/contact). CME shall respond to any requests for support within 72 hours promptly.

9.3 CME will require that you keep backup copies of all Content uploaded to the Artistco Service.

10 DISCLAIMERS

10.1 You agree that your use of the Artistco Service shall be at your sole risk. To the fullest extent, CME, its officers, directors, employees, and agents disclaim all warranties, express or implied in connection with the services and your use thereof.

10.2 CME assumes no liability or responsibility for:

10.2.1 Any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein;

10.2.2 Any uncontrollable interruption or cessation of transmission to or from the Artistco Service;

10.2.3 Any bugs, viruses, Trojan horses or other malicious software which may be transmitted to or through the Artistco Service by any third party; or

10.2.4 Any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content uploaded, transmitted, or otherwise made available through the Artistco Service.

10.3 CME does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked Service or featured in any banner or other advertising.

10.4 CME will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.

11 INDEMNITIES

11.1 To the extent permitted by applicable law, you agree to indemnify and hold harmless CME and its officers, directors, employees and agents from and against any and all claims, demands, actions, damages, obligations, losses, liabilities and expenses (including but not limited to legal expenses) arising out of or in connection to;

11.1.1 our violation of any term of these Terms of Service;

11.1.2 any violation of the local, national or international laws;

11.1.3 any third party right, including but without limitation to any copyright, property or privacy right;

11.1.4 the Content you have provided; and/or

11.1.5 any activity in which you engage on or through the Service.

11.2 The indemnification obligations contained herein shall continue after your use of this Service ceases.

12 WHOLE AGREEMENT

12.1 These Terms and Conditions constitute the whole agreement between you and CME and supersede any prior agreements, assurances, warranties, representations, and understandings regarding the same.

13 ASSIGNMENT

13.1 These Terms and Conditions, and any rights and licences granted hereunder, may not be transferred or assigned by you, but may be assigned by CME without restriction.

14 GOVERNING LAW AND JURISDICTION

14.1 These Terms and Conditions shall be governed by the laws of the Republic of Singapore in every particular, including formation and interpretation, and shall be deemed to have been made in the Republic of Singapore.

15 DISPUTES

15.1 Any dispute arising out of or in connection with these Terms and Conditions shall be resolved by way of arbitration at the Singapore International Arbitration Centre pursuant to its Rules which are in force.

16 THIRD PARTIES

16.1 Nothing contained in this Agreement is intended to be enforceable pursuant to the Contract (Rights of Third Parties) Act (Cap. 53B) by any third party.


TERMS AND CONDITIONS (SUBSCRIBER)

1. INTRODUCTION

1.1 These Terms and Conditions apply to users who are subscribers to the Content on the Service.

1.2 By signing up or otherwise using CME Pte Ltd’s (“CME”) services, websites, and software applications through the platform “Artistco” (collectively, the “Artistco Service” or “Service”), or accessing any content or material that is made available through the Service (the “ Content”), you agree to enter into a binding contract with CME.

1.3 CME may, in its sole discretion, modify, or revise the terms contained herein at any time, and you agree to be bound by such modifications or revisions. Although we may attempt to notify you when major changes are made to these Terms and Conditions, it is your responsibility to periodically review the most up-to date version which may be found at https://www.artistco.com.

1.4 Where changes are made to the terms contained herein, your continued use of the Artistco Service or access to the Content after the changes have been made will constitute your acceptance of the changes.

1.5 You acknowledge that you have read and understood the terms in these Terms and Conditions, accept the same and agree to be bound by them. If you do not agree to (or cannot comply with) any of these Terms and Conditions, you may not use the Artistco Service to access any Content.

1.6 In order to use the Artistco Service and access the Content, you need to be:

1.6.1 Aged 18 or older, or aged 13 to 17 (both ages inclusive) and have your parent or guardian’s consent to these Terms and Conditions;

1.6.2 Have the power to enter a binding contract with us and not be barred from doing so under any applicable laws; and

1.6.3 Be resident in a country where the Artistco Service is available.

1.7 You hereby certify that you have no contractual commitments or other legal obligations that would prohibit you from use of the Artistco Service. If you have contractual commitments or other legal obligations that may prohibit you from use of the Artistco Service, you accept and acknowledge that is your responsibility to seek the relevant approval to do so. You hereby indemnify CME from all contractual disputes that may arise from any breach of your contractual commitments or other legal obligations.

2. ARTISTCO ACCOUNTS

2.1 In order to access some features of the Service as a subscriber, you will have to create an Artistco account. You may not use another’s Artistco account without permission or transfer ownership of your Artistco account. When creating your Artistco account, you must provide accurate and complete information.

2.2 You hereby certify that any registration information that you submit to CME is true, accurate, and complete. Any information that you provided during sign-up can be corrected during the sign-up process by returning to the previous screens and correcting erroneous information.

2.3 You accept and undertake to be solely responsible for the activity that occurs on your Artistco account, and you must keep your Artistco account password secure. You further undertake to notify CME immediately of any breach of security or unauthorised use of your Artistco account.

2.4 CME will not be liable for your losses caused by any unauthorised use of your Artistco account. You may be liable for the losses of CME or others due to such unauthorized use.

3. GENERAL USE OF SERVICE

3.1 You agree not to distribute in any medium any part of the Artistco Service or Content without CME’s prior written authorization and the relevant content contributor’s permission, unless CME makes available the means for such distribution through functionality offered by the Service (such as an embeddable player).

3.2 You agree not to alter or modify any part of the Artistco Service.

3.3 You agree not to access or upload Content through any technology or means other than the music playback pages of the service itself, the embeddable player, the mobile applications, or other explicitly authorized means that CME may designate from time to time at our sole discretion.

3.4 Unless you obtain CME’s prior written authorization and the relevant content contributor’s permission, you agree not to use the Artistco Service for any commercial use including, but without limitation:

3.4.1 The sale of access to the Service; or

3.4.2 The sale of advertising, sponsorships or promotions placed on or within the Service or Content.

3.5 Unless you obtain CME’s prior written authorization, you will not scrape, reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Artistco Service or any source code therein. Further, you will not attempt to circumvent any of the technical measures in place on the Artistco Service or take any measures to interfere with or damage the Artistco Service.

3.6 You acknowledge and undertake to ensure that all Content published via your AristCo account on the Artistco Service are without objectionable wordings that could violate any applicable local, national, and international laws and regulations (including but not limited to the Undesirable Publications Act (Cap. 338) and any equivalent legislation).

3.7 You also undertake not to use any form of vulgarities in any interaction with other subscribers, users, or content providers on the Artistco Service.

3.8 CME reserves the right to suspend and/or remove any Content that does not comply with the requisite laws and regulations of the country from access in the particular country.

4. SUBSCRIPTION FEE

4.1 As a subscriber, you shall have the option to purchase subscriptions to individual Artistco (content provider) accounts. Such subscription fee shall be determined solely by Artistco content providers, and shall be paid on an annual basis.

4.2 Unless you terminate your subscription(s) and/or Artistco account, your subscription(s) to all Artistco (content provider) accounts shall be renewed automatically every year (the “Renewal Date”), and the subscription fee applicable as at the Renewal Date shall be charged to you.

In the event you introduce a new subscription to any Artistco content provider account through the referral mechanism available on the Artistco Service, you shall receive a one-time fee (“Referral Earning”) if the new subscription is fully paid for within thirty (30) days from the date the potential subscriber visits the relevant Artistco (content provider) account through the referral mechanism shared by you. Such Referral Earning shall be 20% of the applicable subscription fee. Referrals Earning will be credited to your Artistco account, and can only be used on the Artistco Service. Referral Earnings cannot be exchanged for any form of monetary value.

4.3 You shall be solely responsible for the payment of all taxes as required by the applicable laws and regulations.

5. USAGE OF CONTENT

5.1 The Content on the Artistco Service, and the trademarks, service marks and logos on the Artistco Service, are owned by or licensed to CME, subject to copyright and other intellectual property rights under the law.

5.2 Content is provided to you on an “as-is” basis. You may access the Content for your information and personal use solely as intended through the provided functionality of the Artistco Service and as permitted under these Terms and Conditions.

5.3 You hereby acknowledge that any rights to the Content belong to the respective copyright owners. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content without the prior written consent of CME or the respective licensors of the Content. CME and its licensors reserve all rights not expressly granted in and to the Artistco Service and the Content.

5.4 You agree not to circumvent, disable or otherwise interfere with security-related features of the Artistco Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.

5.5 You understand that when using the Artistco Service, you will be exposed to Content from a variety of sources, and that CME is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against CME with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless CME, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.

5.6 CME does not endorse any Content submitted to the Artistco Service by any content provider, user, or other licensor, or any opinion, recommendation, or advice expressed therein, and CME expressly disclaims any and all liability in connection with the Content.

5.7 CME does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and CME will remove all Content if properly notified that such Content infringes on another's intellectual property rights. CME reserves the right to remove Content without prior notice.

6. ACCOUNT TERMINATION POLICY

6.1 You may terminate your subscriptions and/or Artistco account at any time.

6.2 You understand and acknowledge that no subscription fee will be refunded to you by CME and/or Artistco in the event of the termination of your subscriptions and/or Artistco account.

6.3 CME reserves the right to terminate or suspend your Artistco account without prior notice if, under appropriate circumstances, you are determined to be a repeat infringer of, without limitation, these Terms and Conditions or any applicable laws and regulations.

6.4 CME also reserves the right to solely decide whether any Content violates these Terms and Conditions for reasons other than copyright infringement, such as, but not limited to, obscenity, or excessive length. CME may at any time, without prior notice and at its sole discretion, remove such Content and/or terminate your Artistco account for submitting such material in violation of these Terms and Conditions.

6.5 You shall be responsible for all fines and legal fees incurred as a result of your breach of these Terms and Conditions.

7. TERMINATION OF CONTENT PROVIDER’S ARTISTCO ACCOUNT

7.1 In the event a content provider that you subscribe to terminates his/her Artistco account, no subscription fee will be refunded to you by CME and/or Artistco.

7.2 Nonetheless, CME warrants that our agreement with all content providers requires all Content published by them to remain available on the Artistco Service until the expiry of all the content provider’s subscriptions.

7.3 The content provider shall also continue to regularly upload Content to and interact with subscribers on the Artistco Service until the expiry of all the content provider’s subscriptions.

8. Copyright Act

8.1 If you are a copyright owner or under the owner’s authority, and believe that any Content infringes upon your copyrights, you may submit a notice pursuant to Section 193D(2)(iii)(B) of the Copyright Act (Cap. 63) (the “Act”) by providing our designated representative with the prescribed information in writing, in the prescribed form as stated in Regulations 3 and 5 of the Copyright (Network Service Provider) Regulations.

8.2 You may direct such notices to our Designated Representative whose details are as follows:

8.2.1 Email address: [email protected]

9. MAINTENANCE OF SERVICE

9.1 CME provides the Artistco Service on an “as is” and “as available” basis. CME will strive to maintain, to the best of its abilities, on a daily basis, the Artistco Service. In the event that scheduled maintenance may affect and/or disrupt the Artistco Service, CME will notify all subscribers in advance by displaying a prominent notice within the Artistco Service and by email to your registered email address.

9.2 CME shall provide support to you through the online contact form (which may be accessed at: https://www.artistco.com/contact). CME shall respond to any requests for support within 72 hours .

9.3 CME shall not be held responsible for any loss of service due to uncontrollable circumstances.

10. DISCLAIMERS

10.1 You agree that your use of the Artistco Service shall be at your sole risk. To the fullest extent, CME, its officers, directors, employees, and agents disclaim all warranties, express or implied in connection with the services and your use thereof.

10.2 CME assumes no liability or responsibility for:

10.2.1 Any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein;

10.2.2 Any uncontrollable interruption or cessation of transmission to or from the Artistco Service;

10.2.3 Any bugs, viruses, Trojan horses or other malicious software which may be transmitted to or through the Artistco Service by any third party; or

10.2.4 Any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content uploaded, transmitted, or otherwise made available through the Artistco Service.

10.3 CME does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked Service or featured in any banner or other advertising.

10.4 CME will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.

11. INDEMNITIES

11.1 To the extent permitted by applicable law, you agree to indemnify and hold harmless CME and its officers, directors, employees and agents from and against any and all claims, demands, actions, damages, obligations, losses, liabilities and expenses (including but not limited to legal expenses) arising out of or in connection to:

11.1.1 Our violation of any term of these Terms of Service;

11.1.2 Any violation of the local, national or international laws;

11.1.3 Any third party right, including but without limitation to any copyright, property or privacy right;

11.1.4 The Content you have provided; and/or

11.1.5 Any activity in which you engage on or through the Service.

11.2 The indemnification obligations contained herein shall continue after your use of this Service ceases.

12. WHOLE AGREEMENT

12.1 These Terms and Conditions constitute the whole agreement between you and CME and supersede any prior agreements, assurances, warranties, representations, and understandings regarding the same.

13. ASSIGNMENT

13.1 These Terms and Conditions, and any rights and licences granted hereunder, may not be transferred or assigned by you, but may be assigned by CME without restriction.

14. GOVERNING LAW AND JURISDICTION

14.1 These Terms and Conditions shall be governed by the laws of the Republic of Singapore in every particular, including formation and interpretation, and shall be deemed to have been made in the Republic of Singapore.

15. DISPUTES

15.1 Any dispute arising out of or in connection with these Terms and Conditions shall be referred to and finally resolved by way of arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause.

16. THIRD PARTIES

16.1 Nothing contained in this Agreement is intended to be enforceable pursuant to the Contract (Rights of Third Parties) Act (Cap. 53B) by any third party.