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Terms of Use

Sourceability SG Pte. Ltd., together with its various related companies (collectively, "Sourceability") own and operate the Sourcengine website (the "Website"). By using this Website, you acknowledge that you have read and hereby agree to these Terms of Use, including our Privacy Policy and any additional disclaimers or legal notices, and that you also agree to these Terms of Use for and on behalf of the entity that you represent. If you use Sourceability's services offered through this Website (the "Services"), you shall also be bound by additional terms and conditions in relation to those services. In the event of any conflict between the Terms of Use and any additional terms and conditions, the additional terms and conditions shall prevail unless expressly specified otherwise herein. Sourceability may modify the Terms of Use to reflect changes in Sourceability's business, applicable law or for other reasons deemed necessary by Sourceability. Any modifications to the Terms of Use shall apply immediately upon such modified Terms of Use being posted on the Website.

For the purposes of these Terms of Use, the term "you" and "your" shall include (i) the representative(s) of the company who are authorised to access the Website and use the Services and (ii) the company itself. You hereby agree that you shall only use the Services for and on behalf of a company which you are employed by, or for and on behalf of a company who has authorised you or who has appointed you as their agent or representative, to access the Website to use the Services. You shall not use the Services in your personal capacity as an individual consumer.

  1. User Registration and Access to Account

    1. You will have to sign up for an account on the Website (the "Account") in order to use the Services. Each individual user will be provided with a personal user ID and a password. In using the Website, creating the Account on the Website or accessing the Account on the Website, you agree to the following: (i) to provide accurate and complete information about you as may be required in the registration forms on the Website ("Registration Information"); (ii) to promptly update Sourceability if there are any changes in your Registration Information; (iii) keep confidential your user ID and password used to access the Account; (iv) immediately contact Sourceability if there is any unauthorised access to the Account, any breach of security regarding the Account, any unauthorised disclosure of data in the Account or if you suspect any of the foregoing taking place. If you are setting up and operating the Account on behalf of any entity, you hereby represent and warrant that you are authorised by such entity to set up and maintain the Account and to accept these Terms of Use on such entity's behalf. Sourceability reserves the right to terminate the Account if the Registration Information is false or if you are not authorised to set up, maintain and operate the Account for the relevant entity.
    2. If so prompted by the Website's system, you shall change your User ID and password to be able to continue using the Website and the Services. You shall not allow any third party or any other entity to access the Account or use the Services.
  2. Services

    1. The following are the terms and conditions governing the various Services provided by Sourceability through the Website: Terms and Conditions of Sale: You may be a purchaser sourcing for electronic components. Sourceability has a global network that enables Sourceability to procure the components you want at the best possible price with the best-qualified supplier. For the current version of the Website, the existing Terms and Conditions of Sale and any other agreement relating to the purchase of goods from Sourceability, and which are entered into between you and Sourceability shall govern your purchase of goods from the Website except that the provisions in paragraph 2.3 below shall also apply. Excess Management Terms: You may be a supplier who has excess inventory. Sourceability is able to match your excess inventory to the demand of its other customers. You will have to agree to the Excess Management Terms which will set out the terms and conditions of the sale of your excess inventory to Sourceability.
    2. In addition to the aforesaid terms and conditions, the Terms of Use shall also apply in relation to your use of the Services on the Website.
    3. Usage of the Services during the Current Version
      1. All orders made by you shall be deemed to be an offer made by you to purchase the selected items and quantities set out in your cart. All items that you check out shall not be cancelled by you or returned to us subsequently unless such return is made in accordance with the existing General Terms and Conditions of Sale between you and Sourceability. All orders are subject to acceptance by Sourceability. Sourceability shall issue you an Order Confirmation after you have checked out your selected items from the Website. The Order Confirmation shall set out the details of your purchase and shall be sent to your email address provided under the Registration Information.
      2. In cases where you have an existing General Terms and Conditions of Sale with Sourceability, you shall make payment for your order in accordance with such existing terms. Sourceability shall not process any orders in the case of errors or inaccuracies regarding the items appearing on the Website. If an error or inaccuracy is discovered, Sourceability shall modify or cancel the Order Confirmation accordingly. Depending on market conditions at that time, Sourceability has the right to modify or cancel certain items in the Order Confirmation. If you are agreeable with the modifications proposed by Sourceability, the dashboard in your Account shall then be updated accordingly. Sourceability shall not be held liable to you for any direct losses (including loss of profit) or indirect, consequential or special losses of any kind in connection with such modification or cancellation of items as described herein.
      3. In the event that you do not use the Services on the Website, but instead send a purchase order directly to an account manager in Sourceability or to a support email on the Website admin@sourcengine.com, Sourceability reserves the right to determine whether to handle your purchase order through the Website or outside of the Website.

      In the case where the items are purchased outside of the Website, the existing General Terms and Conditions of Sale and any other agreement between you and Sourceability shall apply and these Terms of Use shall not apply.

      In the case where the items are purchased through the Website, these Terms of Use shall apply in addition to the existing General Terms and Conditions of Sale and any other agreement between you and Sourceability relating to the purchase of goods from Sourceability. Insofar as you use the Website to purchase items from Sourceability, the terms herein concerning the placing of an order with Sourceability and the acceptance of such order by Sourceability, as well as any modifications to or cancellations of such order, shall replace the corresponding terms in the existing General Terms and Conditions of Sale and any other agreement between you and Sourceabillity relating to the purchase of goods from Sourceability.

  3. Electronic communication

    In using the Services on the Website, you consent to Sourceability sending you electronic messages such as email, text messages, mobile push messages, or notices and other communications on this Website.

  4. Usage of Website

    1. In using the Services, you will have to upload, submit, store, receive or send content in connection with the entity you represent (the "Content"). You hereby grant Sourceability a worldwide and royalty-free license to use, host, store, reproduce, modify, communicate, publish, publicly perform, publicly display and distribute the Content for the purposes of Sourceability providing its customers with the Services. The rights granted in this license are also for the purposes of enabling Sourceability to use and analyse the Content in order to promote, market, improve and develop the Website and the Services. Sourceability may share the Content with its related companies and affiliates as well as third party service providers in order to process and manage the Content. Such a license continues even after you cease to be Sourceability's customer.
    2. You agree to the following in the usage of the Website and the Services:
      1. Not to publish, upload, email, post, transmit or otherwise make available Content that (a) is unlawful, harmful, vulgar, obscene, hateful, racially or religiously sensitive or otherwise objectionable (b) infringes the intellectual property rights of third parties (c) contains software virus, Trojan horse, worm, time bomb, cancelbot or any other computer file or software designed to corrupt, interrupt or limit the functionality of any computer hardware, software or other property;
      2. Not to impersonate any person or entity or misrepresent your affiliation with any other person or entity;
      3. Not to harass, defame, abuse, stalk, or threaten the rights of other persons or entities or their rights of privacy;
      4. Not to harvest, collect, store and use in any way the information or data of other users of the Website or the Services for purposes other than that which the Services are designed for;
      5. Not to download any content from the Website in the course of using the Services and use such content for illegal purposes or for purposes unrelated to the Services or to offer services similar to the Services;
      6. Not to gain unauthorised access to the Website or the platform providing the Services or any other computer systems or networks related to the Website, whether through hacking, mining or any other means;
      7. Not to use the Website and the Services in a manner that would affect any other user's use and enjoyment of the Website and the Services;
      8. Not to take down the Website or amend any part of the Website;
      9. Not to take down any other web tools provided to you by Sourceability;
      10. Not to copy, modify, distribute, transmit, display, publish, license or create derivative works from, transfer, lease or sell the Website or the content on the Website;
      11. Not to copy or modify any part of the Services;
      12. Not to interfere with or disrupt the servers, or networks which support the Website or breach any procedures, policies or regulations of networks connected to the Website;
      13. Not to reverse engineer, decompile, disassemble or otherwise use the source code of this Website to build a website similar to the Website; and
      14. Not to violate any applicable local and international laws and their regulations.
  5. Personal Data Protection

    When you use the Website or when you register with Sourceability, you will have to provide Sourceability with certain information, which may include information that identifies you personally, such as your name, contact details and email address ("Personal Data"). By providing Sourceability with Personal Data, you agree that Sourceability may collect, use, store, manage and otherwise process your Personal Data for the purpose of providing you with access to the Website and the Services. You agree to provide Sourceability with complete and accurate information, including keeping your Personal Data accurate and updated. You may contact us at: admin@sourcengine.com to correct and/or update your Personal Data. If you request to delete your Account with Sourceability or your Personal Data, you will no longer be able to access the Services. Sourceability may share the Personal Data with its related companies or its affiliates as well as third party service providers in order to process and manage your Personal Data for the purposes of promoting, marketing, improving and developing the Website and the Services. The use or your personal data is subject to Sourceability's Privacy Policy, which can be accessed by clicking on the “Privacy” link at the bottom of each web page of the Website.

  6. Confidentiality

    1. You shall not disclose or use in any way the Confidential Information to which you are provided access through your use of the Website or the Services. You agree to take all reasonable measures, to the same extent that you take measures to protect your own confidential information, to (i) keep the Confidential Information strictly confidential (ii) to use the Confidential Information solely for the purposes of fulfilling your obligations under the Terms of Use and any additional terms and conditions and (iii) not to disclose any Confidential Information to any party without the prior written consent of Sourceability. The Confidential Information may only be disclosed to those within your company on a need-to-know basis or to your professional advisers, for the purposes of your company using our Services. As used herein, "Confidential Information" shall mean all information disclosed by Sourceability in connection with the provision of the Services, including all trade secrets, information concerning the operations, business affairs, customers and suppliers of Sourceability, information labelled as "confidential" or that given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood as confidential.
    2. All content posted or uploaded by you to the Website shall be at your own risk and Sourceability shall not be responsible for the use or misuse of such uploaded information by any other user of the Website.
    3. Your confidentiality obligations herein shall continue even after you cease using the Website and/or after the termination of your Account.
  7. Intellectual Property Rights

    1. Sourceability and the relevant licensors own all Intellectual Property Rights in the Website and the Services. Subject to these Terms of Use, Sourceability grants you a limited, revocable, non-exclusive and non-transferable license to access and use the Website and the Services in accordance with the Terms of Use and the additional terms and conditions. Nothing in these Terms of Use shall be deemed to give you a right to modify, copy, distribute, transmit, display, publish, reproduce, license, create derivative works from, transfer or sell any software used by Sourceability for the Website and the provision of the Services or the content in the Website and the Services. As used herein, the term "Intellectual Property Rights" means patents, design rights, industrial design rights, copyrights, trademark rights, service marks, trade secret or any other similar intangible property rights including applications for any of the foregoing in any country.
    2. You grant us a worldwide, non-exclusive, royalty-free license to publish, reproduce and use your Intellectual Property Rights, specifically your trademarks, logo or brand, on the Website and for the purposes of our provision of the Services.
  8. System Security and Availability

    1. You agree not to manipulate the Website and the platform for the Services and the functionality contained in the Website or the platform for the Services and not to introduce material or data into the Website or the platform for the Services that could damage or steal other computer programs, computer systems, data or information or to overload the infrastructure for the Website or the platform for the Services or that of other users with large volumes of data not required for business purposes.
    2. Information distributed to you by Sourceability in the password-protected areas of the Website may only be disclosed to third parties with the express prior written agreement of Sourceability.
  9. Modification and Termination of Services

    1. Sourceability is constantly changing and improving its Services. Sourceability may add or remove functionalities or features. Sourceability may, in its sole discretion, at any time discontinue providing, terminate or limit your access or the access of the company you represent, to the Website or to any content provided on or through the Website. In the event that you are in material breach of these Terms of Use, Sourceability may, at its sole discretion, suspend or terminate your Account on the Website, delete your content from the Website, and refuse you any current or future use of the Website without notice. In the case of such suspension of use or termination of your account, Sourceability shall not be liable to you.
    2. If you wish to terminate your Account, please ensure that you are legally entitled to do so under the additional terms and conditions that you have agreed with Sourceability. You may then contact Sourceability at admin@sourcengine.com.
  10. Exclusion of Warranties

    The Website and the Services are provided with a reasonable level of skill and care. Other than as expressly set out in these Terms of Use or the additional terms and conditions, Sourceability does not make any specific warranty about the features or qualities of the Website or the Services. The Website and the Services are provided on an "as is" basis without warranties of any kind (whether express or implied, arising by statute or otherwise in law or from a course of dealing or usage of trade). To the extent permitted by applicable law, Sourceability disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability, satisfactory quality and/or fitness for a particular purpose, title and non-infringement of third party rights. Statements on the Website are for explanatory purposes only and shall not constitute any warranty of certain features of the Website or the Services. No warranty or undertaking shall be implied from any published description or advertisement by Sourceability unless an authorised personnel of Sourceability expressly confirms such warranty or undertaking in writing.

  11. Limitation of Liability

    Sourceability shall not be liable in any way for any content posted by users of the Website and the Services, including but not limited to any errors or omissions in such content, or for any losses or damages of any kind incurred as a result of your use or reliance on any content posted on the Website or the platform for the Services. Sourceability shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to loss of profits, revenue, goodwill, data or other intangible losses (whether these are direct or indirect damages and even if Sourceability had been advised of such losses), howsoever caused, whether in contract or tort or otherwise arising out of or relating to (i) your use of the Website and the Services; or (ii) your procurement of or your sale of goods and services (including excess goods) using the platform for the Services; or (iii) any unauthorised access to or alteration of your data.

  12. Indemnity

    You shall indemnify Sourceability, its officers, employees, agents and sub-contractors from any claims, demand, losses, damages, expenses, including reasonable attorney's fees, made or suffered (as the case may be) by any third party due to or arising out of your usage of the Website, your content as posted on the Website, your breach of these Terms of Use or any additional terms and conditions, your unauthorised use of any Intellectual Property Rights owned by Sourceability or your alleged violation of the rights of a third party.

  13. Miscellaneous

    1. You may use the Services only as permitted by law, including applicable export and re-export control laws and regulations. Sourceability may suspend or stop providing the Services to you if you do not comply with our terms or policies or if Sourceability is investigating suspected misconduct.
    2. Failure by Sourceability to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such rights or provision.
    3. To the extent that any provision in these Terms of Use shall be found to be invalid or unenforceable, such provision shall be modified in such a manner as to make these Terms of Use as modified, legal and enforceable under applicable laws. The rest of the provisions in the Terms of Use shall not be affected.
  14. Governing Law and Dispute Resolution

    The law governing these Terms of Use shall be the laws of the Republic of Singapore. The United Nations Convention on Contracts for International Sale of Goods (CISG) shall not apply to these Terms of Use. Any dispute arising out of or in connection with these Terms of Use, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference to this clause.

    The seat of the arbitration shall be Singapore.

    The Tribunal shall consist of one (1) arbitrator.

    The language of the arbitration shall be English.