Terms of Use
Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Avenaire Platform, you agree to comply with and be bound by these Terms of Service.
Last updated: 31 July 2020

These Terms of Service ("Terms"), the Privacy Policy, the Escrow Agreement; and the Private Group Agreement (collectively the “Policies”) constitute a legally binding agreement between you and Avenaire (as defined below) governing your access to and use of the Avenaire website, including any subdomains thereof, and any other websites through which Avenaire makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "Avenaire Services"). The Site, Application and Avenaire Services together are hereinafter collectively referred to as the “Avenaire Platform”. All Policies applicable to your use of the Avenaire Platform are incorporated by reference into these Terms.

When these Terms mention “Avenaire,” “we,” “us,” or “our,” it refers to the Avenevv Pte. Ltd. (doing business as Avenaire) and our related entities, affiliates and subsidiaries.

Our collection and use of personal information in connection with your access to and use of the Avenaire Platform is described in our Privacy Policy.

Freelancer” refers to individuals who list their profile on the Avenaire Platform indicating their willingness to provide Services. “Hirer” refers to individuals, organisations, partnerships or other persons wishes to engage the Freelancer through the Avenaire Platform to provide these services. For the avoidance of doubt, a User can act as both a Freelancer and a Hirer depending on the substance of its role as defined above.

1. Scope of Avenaire Services

1.1 The Avenaire Platform is an online marketplace that enables registered users (“Users”) to offer their services as a Freelancer, or to look for a Freelancer. Freelancers can communicate and transact directly with other Users that are seeking to engage them to provide services (such users are known as “Hirers”). Avenaire levies a percentage of the amount paid by the Hirer as commission for successful engagements made on the Platform.

1.2 As the provider of the Avenaire Platform, Avenaire does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Freelancer profiles or Private Groups. Freelancers alone are responsible for their profiles and services offered, and Group Admins alone are responsible for their Private Groups. When Hirers chooses to engage a Freelancer, they are entering into a contract directly with each other. When Users choose to join a Private Group, they are entering into a contract directly with the Group Admins. Avenaire is not and does not become a party to or other participant in any contractual relationship between Users, nor is Avenaire a real estate broker or insurer. Avenaire is not acting as an agent in any capacity for any User.

1.3 While Avenaire aims to provide a pleasant user experience to all Users using the Platform, Avenaire has no control over and does not guarantee:
a) the existence, quality, safety, suitability, or legality of any Freelancer profile, Private Groups, or services offered by the Freelancer;
b) the truth or accuracy of any Freelancer profile, Private Groups, Ratings, Reviews, or other User Content (as defined below); or
c) the performance or conduct of any User or third party. Avenaire does not endorse any User, Freelancer profile or Private Group. Any references to a User being "verified" (or similar language) only indicate that the User has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Avenaire about any User, Freelancer profile or Private Group, including of the User’s identity or trustworthiness or whether the services suitable. You should always exercise due diligence and care when deciding whether to engage a Freelancer, join a Private Group, or communicate and interact with other Users (whether online or in person).

1.4 If you choose to use the Avenaire Platform as a Freelancer, your relationship with Avenaire is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Avenaire for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Avenaire. Avenaire does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of services. You acknowledge and agree that you have complete discretion whether to list your services or otherwise engage in other business or employment activities.

1.5 To promote the Avenaire Platform and to increase the exposure of Freelancer profiles to potential Hirers, Freelancer profiles, Private Groups and other User Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Users who speak different languages, Freelancer profiles, Private Groups and other User Content may be translated, in whole or in part, into other languages. Avenaire cannot guarantee the accuracy or quality of such translations and Users are responsible for reviewing and verifying the accuracy of such translations. The Avenaire Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.6 The Avenaire Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Avenaire is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Avenaire of such Third-Party Services.

1.7 Due to the nature of the Internet, Avenaire cannot guarantee the continuous and uninterrupted availability and accessibility of the Avenaire Platform. Avenaire may restrict the availability of the Avenaire Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Avenaire Platform. Avenaire may improve, enhance and modify the Avenaire Platform and introduce new Avenaire Services from time to time.

2. Eligibility, Using the Avenaire Platform, User Verification

2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Avenaire Platform or register an Avenaire Account. By accessing or using the Avenaire Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

2.2 You will comply with any applicable laws in your local jurisdiction.

2.3 Avenaire may make access to and use of the Avenaire Platform, or certain areas or features of the Avenaire Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a User’s cancellation history.

2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any User’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask User to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users, (ii) screen Users against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a User, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

2.5 The access to or use of certain areas and features of the Avenaire Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Avenaire Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.

3. Modification of these Terms

Avenaire reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Avenaire Platform and update the “Last Updated” date at the top of these Terms. Where these Terms are changed, we will also provide you with notice by email immediately. Any changes to these Terms shall be effective immediately upon public posting. If you disagree with the revised Terms, you may terminate your relationship with Avenaire with immediate effect by disabling your Account. Your continued access to or use of the Avenaire Platform will constitute acceptance of the revised Terms.

4. Account Registration

4.1 You must register an account ("Avenaire Account") to access and use certain features of the Avenaire Platform, such as publishing or booking a Listing. If you are registering an Avenaire Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2 You must provide accurate, current and complete information during the registration process and keep your Avenaire Account and public Avenaire Account profile page information up-to-date at all times.

4.3 You may not register more than one (1) Avenaire Account unless Avenaire authorizes you to do so. You may not assign or otherwise transfer your Avenaire Account to another party.

4.4 You are responsible for maintaining the confidentiality and security of your Avenaire Account credentials and may not disclose your credentials to any third party. You must immediately notify Avenaire if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Avenaire Account. You are liable for any and all activities conducted through your Avenaire Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

4.5 Avenaire may enable features that allow you to authorize other Users or certain third parties to take certain actions that affect your Avenaire Account. These features do not require that you share your credentials with any other person. No third party is authorized by Avenaire to ask for your credentials, and you shall not request the credentials of another User.

5. Content
5.1 Avenaire may, at its sole discretion, enable Users to:
a) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Avenaire Platform ("User Content"); and

b) access and view User Content and any content that Avenaire itself makes available on or through the Avenaire Platform, including proprietary Avenaire content and any content licensed or authorized for use by or through Avenaire from a third party ("Avenaire Content" and together with User Content, "Collective Content").

5.2 The Avenaire Platform, Avenaire Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Singapore and other countries. You acknowledge and agree that the Avenaire Platform and Avenaire Content, including all associated intellectual property rights, are the exclusive property of Avenaire and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Avenaire Platform, Avenaire Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Avenaire used on or in connection with the Avenaire Platform and Avenaire Content are trademarks or registered trademarks of Avenaire in Singapore and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Avenaire Platform, Avenaire Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Avenaire Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Avenaire or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 Subject to your compliance with these Terms, Avenaire grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Avenaire Platform and accessible to you, solely for your personal and non-commercial use.

5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Avenaire Platform, you grant to Avenaire a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Avenaire Platform, in any media or platform. Unless you provide specific consent, Avenaire does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.

5.6 You are solely responsible for all User Content that you make available on or through the Avenaire Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Avenaire Platform or you have all rights, licenses, consents and releases that are necessary to grant to Avenaire the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Avenaire’s use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.7 You will not post, upload, publish, submit or transmit any User Content that:
a) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive;
b) is defamatory, libelous, obscene, pornographic, vulgar or offensive;
c) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
d) is violent or threatening or promotes violence or actions that are threatening to any other person or animal;
e) promotes illegal or harmful activities or substances; or

f) violates any other Avenaire policy.

Avenaire may, without prior notice, remove or disable access to any User Content that Avenaire finds to be in violation of these Terms or Avenaire’s then-current Policies or Standards, or otherwise may be harmful or objectionable to Avenaire, its Users, third parties, or property.

5.8 Avenaire respects copyright law and expects its Users to do the same. If you believe that any content on the Avenaire Platform infringes copyrights you own, please notify us.

6. Service Fees

6.1 Avenaire may charge fees to Users in consideration for the use of the Avenaire Platform.

6.2 Avenaire reserves the right to change the fees at any time, and will provide Users notice of any fee changes.

6.3 You are responsible for paying any fees that you owe to Avenaire. Except as otherwise provided on the Avenaire Platform, fees are non-refundable.

7. Ratings and Reviews

7.1 Within a certain timeframe after completion of a service, Freelancers and Hirers can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Users and do not reflect the opinion of Avenaire. Ratings and Reviews are not verified by Avenaire for accuracy and may be incorrect or misleading.

7.2 Ratings and Reviews by Freelancers and Hirers must be accurate and may not contain any offensive or defamatory language.

7.3 Users are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another User.

7.4 Ratings and Reviews are part of a User’s public profile and may also be surfaced elsewhere on the Avenaire Platform together with other relevant information such as number of jobs completed, number of cancellations, average response time and other information.

8. Disputes between Users

8.1 As a Hirer, you are responsible for communicating the nature, specifications, and requirements of the job or services required clearly to the Freelancer. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you delegate instruction of the Freelancer to.

8.2 If you are a Freelancer, you are responsible for ensuring that the services you list on the Avenaire Platform are accurate and conform materially to what you are willing and prepared to deliver. Where you are required by law to have certain credentials or qualifications to provide certain services, you warrant and represent that you have the necessary credentials or qualifications when you list such services.

8.3 In the event of a dispute, Users agree to participate in mediation or a similar resolution process with another User, and where necessarily, cooperate with and assist Avenaire in good faith, and to provide Avenaire with such information and take such actions as may be reasonably requested by Avenaire.

9. Taxes

9.1 As a Freelancer you are solely responsible for determining your obligations to report, collect, remit or include in your price any applicable contribution fund provisions or income taxes ("Taxes").

9.2 Tax regulations may require us to collect appropriate Tax information from Freelancers, or to withhold Taxes from payouts to Freelancers, or both. If a Freelancer fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.

9.3 You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where you are located may require Taxes to be collected from Freelancers or Hirers, and to be remitted to the respective Tax Authority.

10. Prohibited Activities
10.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Avenaire Platform. In connection with your use of the Avenaire Platform, you will not and will not assist or enable others to:
a) breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, and Policies;
b) use the Avenaire Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Avenaire endorsement, partnership or otherwise misleads others as to your affiliation with Avenaire;
c) use the Platform to promote religious, political, defamatory, libellous or other objectionable content;
d) copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the Avenaire Platform in any way that is inconsistent with Avenaire’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Users or third parties;
e) use the Avenaire Platform in connection with the distribution of unsolicited commercial messages ("spam");
f) offer, as a Freelancer, any service that you cannot provide yourself or do not have permission to make available through the Avenaire Platform;
g) unless Avenaire explicitly permits otherwise, book any service if you will not actually be using the service yourself;
h) contact another User for any purpose other than asking a question related to a your own booking, profile, or the User’s use of the Avenaire Platform, including, but not limited to, recruiting or otherwise soliciting any User to join third-party services, applications or websites, without our prior written approval;
i) use the Avenaire Platform to request, make or accept a booking independent of the Avenaire Platform, to circumvent any fees or for any other reason;
j) request, accept or make any payment for any Freelancer services outside of the Avenaire Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Avenaire harmless from any liability for such payment;
k) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
l) use, display, mirror or frame the Avenaire Platform or Collective Content, or any individual element within the Avenaire Platform, Avenaire’s name, any Avenaire trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Avenaire Platform, without Avenaire’s express written consent;
m) dilute, tarnish or otherwise harm the Avenaire brand in any way, including through unauthorized use of Collective Content, registering and/or using Avenaire or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Avenaire domains, trademarks, taglines, promotional campaigns or Collective Content;
n) use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Avenaire Platform for any purpose;
o) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Avenaire or any of Avenaire’s providers or any other third party to protect the Avenaire Platform;
p) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Avenaire Platform;
q) take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Avenaire Platform;
r) export, re-export, import, or transfer the Application except as authorized by Singapore law, the export control laws of your jurisdiction, and any other applicable laws; or

s) violate or infringe anyone else’s rights or otherwise cause harm to anyone.

10.2 You acknowledge that Avenaire has no obligation to monitor the access to or use of the Avenaire Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to:
a) operate, secure and improve the Avenaire Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes);
b) ensure Users’ compliance with these Terms;
c) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body;
d) respond to User Content that it determines is harmful or objectionable; or

e) as otherwise set forth in these Terms.

Users agree to cooperate with and assist Avenaire in good faith, and to provide Avenaire with such information and take such actions as may be reasonably requested by Avenaire with respect to any investigation undertaken by Avenaire or a representative of Avenaire regarding the use or abuse of the Avenaire Platform.

10.3 If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Avenaire by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

11. Term and Termination, Suspension and other Measures

11.1 These Terms shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Avenaire terminate these Terms in accordance with this provision.

11.2 You may terminate these Terms by giving us thirty (30) days' notice via email. Notwithstanding any termination of these Terms, you will continue to be bound by any Freelancer Service Agreement you have entered into, along with any Terms which survive termination or are necessary to give effect to the Freelancer Service Agreement.

11.3 Without limiting our rights specified below, Avenaire may terminate these Terms for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.

11.4 Avenaire may immediately, without notice, terminate these Terms and/or stop providing access to the Avenaire Platform if (i) you have materially breached your obligations under these Terms or any of our Policies, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Avenaire believes in good faith that such action is reasonably necessary to protect the personal safety or property of Avenaire, its Users, or third parties (for example in the case of fraudulent behavior of a User).

11.5 In addition, Avenaire may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms or any of our Policies, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Avenaire Account registration or hereafter, (iv) you and/or your profile, services or Private Group at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Avenaire otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed jobs or failed to respond to requests without a valid reason, or (vii) Avenaire believes in good faith that such action is reasonably necessary to protect the personal safety or property of Avenaire, its Users, or third parties, or to prevent fraud or other illegal activity:
a) refuse to surface, delete or delay any profiles, Ratings, Reviews, or other User Content;
b) cancel any pending jobs;
c) limit your access to or use of the Avenaire Platform;
d) temporarily or permanently revoke any special status associated with your Avenaire Account;

e) temporarily or in case of severe or repeated offenses permanently suspend your Avenaire Account and stop providing access to the Avenaire Platform.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Avenaire and an opportunity to resolve the issue to Avenaire’s reasonable satisfaction.

11.6 When these Terms has been terminated, you are not entitled to a restoration of your Avenaire Account or any of your User Content. If your access to or use of the Avenaire Platform has been limited or your Avenaire Account has been suspended or these Terms has been terminated by us, you may not register a new Avenaire Account or access and use the Avenaire Platform through an Avenaire Account of another User.

11.7 If you or we terminate these Terms, the clauses of these Terms that reasonably should survive termination of these Terms will remain in effect.

12. Disclaimers

If you choose to use the Avenaire Platform or Collective Content, you do so voluntarily and at your sole risk. The Avenaire Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the Avenaire Services, laws, rules, or regulations that may be applicable to your profile and/or services you are receiving and that you are not relying upon any statement of law or fact made by Avenaire.

If we choose to conduct identity verification or background checks on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future.

You agree that some services may carry inherent risk, and by providing or engaging a Freelancer to provide such services, you choose to assume those risks voluntarily. To the maximum extent permitted by law, you agree to release and hold harmless Avenaire from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to you from providing or engaging another User to provide that service.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

13. Liability

To the maximum extent permitted by law, the entire risk arising out of your access to and use of the Avenaire Platform and Collective Content, your publishing any service or engaging any Freelancer through the Avenaire Platform, or any other interaction you have with other User whether in person or online remains with you. Neither Avenaire nor any other party involved in creating, producing, or delivering the Avenaire Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Avenaire Platform or Collective Content, (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the Avenaire Platform, or (iv) from your publishing any service or engaging any Freelancer through the Avenaire Platform, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Avenaire has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will Avenaire’s aggregate liability arising out of or in connection with these Terms and your use of the Avenaire Platform including, but not limited to, from your publishing any service or engaging any Freelancer through the Avenaire Platform, or from the use of or inability to use the Avenaire Platform or Collective Content and in connection with any service or interactions with any other User, exceed one hundred Singapore dollars (S$100). The limitations of damages set forth above are fundamental elements of the basis of the bargain between Avenaire and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. However, this does not affect Avenaire’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.

14. Indemnification

You agree to release, defend (at Avenaire’s option), indemnify, and hold Avenaire and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of this Agreement, (ii) your improper use of the Services, (iii) your interaction with any User through the Platform, your engagement of a Freelancer, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use, or (iv) your breach of any laws, regulations or third party rights.

15. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Avenaire Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact Us” section of the Avenaire Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

16. Applicable Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Singapore and the Parties agree that the courts of Singapore shall have exclusive jurisdiction over any claim or matter arising in connection with these Terms.

17. General Provisions

17.1 No joint venture, partnership, employment, or agency relationship exists between you or Avenaire as a result of these Terms or your use of the Avenaire Platform.

17.2 If any provision of these Terms is prohibited by law or held by a court of competent jurisdiction to be unlawful, void or unenforceable, the clause shall, to the extent required, be severed and rendered ineffective as far as possible without modifying the remaining clauses of these Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.

17.3 Avenaire’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

17.4 You may not assign, transfer, or delegate these Terms and your rights and obligations hereunder without Avenaire’s prior written consent. Avenaire may without restriction assign, transfer, or delegate these Terms and any rights and obligations, at its sole discretion, with thirty (30) days’ prior notice. Your right to terminate these Terms at any time remains unaffected.

17.5 Any person or entity who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of these Terms, but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.

17.6 Unless specified otherwise, any notices or other communications permitted or required under these Terms, will be in writing and given by Avenaire via email or Avenaire Platform notification. The date of receipt will be deemed the date on which Avenaire transmits the notice.