In this Agreement, the following words and expressions shall have the meanings respectively assigned to them hereunder:
"Account" has the meaning given to it in Clause 5.1.
"Affiliates" , in relation to a party, means any entity which controls, is controlled by, or is under common control with such party (where "control" , including its correlative meanings such as "controlled by", "controls" and "under common control with", means, the direct or indirect power to direct or cause the direction of the management and policies of a corporation, whether through the ownership of voting securities, by contract, or otherwise).
"Errors" has the meaning given to it in Clause 4.2(c).
"Feedback" has the meaning given to it in Clause 11.4.
"Force Majeure Event" means any circumstance not within a party's reasonable control, including, without limitation (a) fire, storm, lightning, flood, drought, earthquake or other natural disaster or other similar acts of God; (b) epidemic or pandemic (including the ongoing COVID-19 pandemic); (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) any Law or any action taken by a Governmental Authority, including without limitation to changes to Law, imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (e) fire, explosion or accident; (f) any labour or trade dispute, strikes, industrial action or lockouts; (g) non-performance by suppliers or subcontractors; and (h) the unavailability, interruption or failure of utility services such as electricity, gas, water, telecommunications including the internet.
"Governmental Authority" means any governmental, administrative, statutory, regulatory or self-regulatory, judicial or arbitral authority or body (including any division thereof), anywhere in the world with jurisdiction over the relevant affairs of SpoonX or the User.
"Harmful Code" means any computer code, files, scripts and programs, including any malware and/or software, that is intended or known to be harmful, destructive, disabling or which assists in or enables theft, alteration, denial of service, unauthorised disclosure or destruction or corruption of data, including viruses, worms, spyware, adware, keyloggers, trojans, ransomware and any new type of threats.
"Intellectual Property Rights" means patents, trademarks, service marks, copyright, know-how, design rights, database rights, rights in software, rights in designs and inventions, trade secrets, confidential information, trade and business names and brands, internet domain names, any application (whether pending, in process or issued) for any of the foregoing and any other industrial, intellectual property or protected right similar to the foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed.
"Laws" means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, including the common law as may be applicable from time to time and any applicable industry codes or standards which are of a mandatory and binding nature.
"Maintenance" means any scheduled or urgent suspension or restriction of the Platform or Services to allow for Updates, upgrades, repairs, and maintenance of the Platform or Services.
"Merchants" means the food and beverage merchants that offer their Products for sale on the Platform.
"Orders" has the meaning given to it in Clause 6.1.
"Payment Platform" has the meaning given to it in Clause 6.1.
"Payment Service Provider" has the meaning given to it in Clause 6.3(a) .
"Personal Data" means data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which a party has or is likely to have access.
"Personnel" has the meaning given to it in Clause 10.6.
"Platform" means the SpoonX online platform with the URL www.spoonx.com and all associated webpages, and the “SpoonX” app provided and made available by SpoonX which the User may use to access the Services.
"Products" means the food and beverage products offered by the Merchants for order and sale through the Platform.
"PSA" means the Payment Services Act 2019 (No. 2 of 2019) of Singapore.
"Registered User" has the meaning given to it in Clause 5.1.
"Registration Data" has the meaning given to it in Clause 5.4.
"Rules" has the meaning given to it in Clause 13.3.
"Services" means the services, functions, features, information and content provided by SpoonX and/or its business partners to the User on the Platform, including but not limited to (a) the ability for the User to register and create accounts, (b) the ability to place Orders, (c) the ability to post material (including but not limited to comments and ratings) and (d) the ability to make payment for such Orders via the Payment Platform. For the avoidance of doubt, Services exclude Third-Party Materials.
"SIAC" has the meaning given to it in Clause 13.3.
"SpoonX Intellectual Property" has the meaning given to it in Clause 11.1.
"SpoonX Proprietary Marking" has the meaning given to it in Clause 11.1(b).
"Technical Data" means system specific data or information and other technical data relating to the Platform or Services.
"Term" has the meaning given to it in Clause 12.1.
"Third-Party Account" has the meaning given to it in Clause 5.3.
"Third-Party Materials" has the meaning given to it in Clause 9.1.
"Third-Party Software" has the meaning given to it in Clause 8.1.
"Trademarks" has the meaning given to it in Clause 2.3.
"Unavailability" has the meaning given to it in Clause 4.2(c).
"Updates"means updates, bug fixes, patches, corrections, modifications, enhancements, new releases, the introduction of new functionalities or features to, or removal or modification of existing functionalities or features from, the software components of the Platform or Services.
"User Data" means the data and information created, submitted to, or provided to SpoonX by you.
"User Device" has the meaning given to it in Clause 8.1.
"User Failure" means any failure or inability to access or use the Platform or Services that is attributable to the User, including without limitation (a) your access or use of, or attempt to access or use, the Platform and/or Services in breach of this Agreement, (b) the User’s non-compliance with the User Obligations and Restrictions as set out in Clause 3 of this Agreement, (c) the User’s delay in performing, or failure to perform any of its obligations under this Agreement (including making payments), (d) connectivity issues with the Users’ internet connection, or (e) failure or incompatibility of the User Devices and other hardware or software components required by the User to access or use the Platform or Services which are not provided by SpoonX.