1 GENERAL

1.1 Please read these terms and conditions of use ("these Terms of Use") carefully before accessing and using: (a) the Club 21 software application and/or product installed on your device (“the App”, which term shall include such App as updated, upgraded or modified from time to time); (b) the on-device portal enabled by the App (“the Portal”); (c) the off-line and on-line audio, video, text, images, feeds, streams and other data, material or content accessible, downloadable or deliverable via the Portal (“the Content”, which may include content licensed from third parties); and (d) any services made available or deliverable via the Portal (“the Services”).

1.2 Your access to and use of the App, the Portal, the Content and the Services is subject to the following terms and conditions and all applicable laws. By accessing and using any of the App, the Portal, the Content or the Services, you signify your assent to these Terms of Use. If you do not agree to these Terms of Use, please un-install the App and do not use or access the App, the Portal, the Content or the Services.

1.3 Some of the Services allow you to connect with your contacts from social networking services, subject to any other terms or conditions which apply to your use of the relevant social networking services.

1.4 Additional terms (“the Additional Terms”) which vary or supplement these Terms of Use may also apply to your access and use of certain Content or Services (for example, the use of certain Content or Services is limited to registered users or Club 21 members only). If there is any inconsistency between the Additional Terms in relation to the use of certain Content or Services and these Terms of Use, the Additional Terms will prevail.

1.5 These Terms of Use and the Additional Terms may be amended, modified or supplemented at any time. Any such changes or additions will be reflected by posting the amended version of the Terms of Use on the Club 21 website at http://www.club21global.com (“the Website”) or the Portal.

1.6 You are therefore responsible to regularly update or familiarize yourself with the changes made to these Terms of Use and/or the Additional Terms by checking the Website or the Portal regularly.

1.7 Your continued use or access of the App, the Portal, the Content and the Services following the posting of changes to these Terms of Use and/or the Additional Terms will mean you accept those changes (and are thereby legally bound by whichever version of these Terms of Use and the Additional Terms which are in force at such time).

2 AVAILABILITY

2.1 The App, the Portal, the Content and the Services are made available to you by Club 21 Pte Ltd ("Club 21") solely for your personal non-commercial use, on an "as is" and “as available” basis, and without representations or warranties of any kind, whether express or implied (which are hereby excluded to the fullest extent permissible under applicable law).

2.2 Club 21 reserves the right:

(a) to update, upgrade or substitute the App;

(b) to modify, suspend or discontinue all or any part of any Content or Services, or the use of the App or the Portal;

(d) to change the content, formatting or layout of the Content,

(each of which you agree is made available to you at the sole discretion of Club 21) at any time and without notice to you, and (as the case may be) to require the immediate cessation of any use of the App, the Portal, the Content or the Services. Club 21 reserves the right to require the deletion of such App installed as well as the deletion of all associated data. In addition, the Content may be targeted at users in specific markets or locations only, and the Services available to you may also vary depending on the type and model of device that you are using.

2.3 You may not infringe any applicable law when accessing the App, the Portal, the Content or the Services. It is your responsibility to ensure that the jurisdiction you are resident in or from which you access the App, the Portal, the Content and the Services permits you to access and use them. By accessing and using the App, the Portal, the Content and the Services, you represent and warrant to Club 21 that the jurisdiction you are resident in or from which you access and/or use the App, the Portal, the Content and the Services permits you to access and/or use the App, the Portal, the Content and the Services.

2.4 The App, the Portal, the Content or the Services may use or link to websites, services and other resources owned and operated by third parties [(eg the directory of services, information on locations of boutiques and merchants, augmented reality features and other location-based services)]. These third party websites and resources have their own terms of use as updated from time to time. Club 21 does not accept any responsibility or liability for any third party websites or resources, and your access and use of such services and content will be at your own risk.

2.5 Without limiting the generality of the foregoing, any recommendation, commentary, opinion or other material included in the Content is for your information only, may be inaccurate or superseded, and not intended to constitute advice on which you should rely on. Any offer or promotion is also subject to availability of the product or service, and prices as advertised may change without notice.

2.6 Subject to any other applicable terms [(for instance, registration as a user or enrollment as a Club 21 member)]:

(a) Club 21 may send you marketing or promotional materials, information related to your account or any other communication by short message services (“SMS”), email or any other form of electronic communications to your last known mobile phone number, email address or other contact as reflected in Club 21 records. You unconditionally and irrevocably agree that: (i) such communications may include your personal particulars, account details, membership profile and activities information or any other information as Club 21 may in its sole discretion disclose through such means; (ii) such information may be disclosed, whether inadvertently or otherwise and whether authorised or otherwise, to any third party, who may have, or gain access in any way whatsoever to such sms, email or transmission sent by Club 21. In this regard, you agree to undertake the risk of information disclosure due to inter alia hacking, unauthorised possession of the relevant device or the SIM-card linked to mobile phone number.

(b) You may be permitted to access certain information stored at the Club 21 database or to conduct certain transactions [(eg updating of profile, membership points viewing and redemption, confirmation of attendances at events and booking of services)] as Club 21 may in its discretion make available from time to time. In addition to all other terms, you shall be fully responsible for: (i) maintaining the confidentiality of your security details (eg account username and password) and taking all reasonable precautions to prevent unauthorised or fraudulent use; (ii) the correctness of all information which you supply to Club 21; (iii) all activity that occurs under your account and communications transmitted or apparently transmitted from such device logged onto the Club 21 network (including any input errors, network transmission errors or instructions given without your authorisation); and (iv) ensuring that any information either shown or stored on your device is kept secure. [Club 21 may record the communication or transaction details and the records thereby generated (including the time of communication or transaction) shall be conclusive proof of such communication or transaction.]

2.7 You shall be solely responsible at all times for paying all expenses which you may incur when you access or use the App, the Portal, the Content or the Services including any telecommunications, internet or data service provider charges. It shall be your sole responsibility to ensure that you do not exceed any bandwidth cap on your account with your telecommunications, internet or data service provider.

3 DATA

3.1 You agree that all data that you supply in connection with the use of certain Services or such data which may be generated, compiled, arranged, processed, transferred or developed in connection with the Services including account-related and user-related information (collectively “the Data”) shall be the property of Club 21.

3.2 You irrevocably authorise Club 21 to use, or to disclose the Data as appropriate to any third party [(whether as required for the provision of the Services or otherwise)], for any purposes as Club 21 may deem fit [(whether for marketing and administrative purposes or otherwise)].

4 INTELLECTUAL PROPERTY AND USE RESTRICTIONS

4.1 All copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) found or comprised in the App, the Portal, the Content and the Services belong to Club 21 and/or third party information or service providers (where applicable).

4.2 Club 21 grants you a limited, non-exclusive, non-transferable, revocable license to download and use the App and the Content on a designated compatible device, solely for your own personal, non-commercial use.

4.3 Nothing in these Terms of Use grants you a right or licence to use any trademark, design right or copyright owned by Club 21 or by third parties (as the case may be) in the App and the Content except as expressly provided in these Terms of Use.

4.4 Permission is granted to copy, store and/or print any Content solely for your personal non-commercial purposes or as permitted fair dealing under applicable law, provided always that full acknowledgement of the author, publisher and source is given. Save for the preceding, no part of the Content may be reproduced, transmitted or stored in any form or by any means without prior written permission of Club 21.

4.5 You may not:

(a) decompile, disassemble, adapt, modify, copy, reproduce, hyperlink to, sell, lend, hire, perform, sub-license, make available to the public, create derivative works from, publish, disseminate, broadcast, distribute, commercially exploit, transmit or otherwise use in any manner the App, the Portal, the Content or the Services without the express written consent of Club 21, or use them for any unlawful or unauthorised purpose;

(b) circumvent or attempt to circumvent any content-protection measures that Club 21 may employ to safeguard the intellectual property rights of Club 21 and/or its third party licensors.

4.6 You may not use the App, the Portal, the Content or the Services in any way which may bring Club 21 into disrepute, or which cause Club 21 to incur liability to any third party.

4.7 Any other use of the App, the Portal, the Content or Services is strictly prohibited, unless the written permission of Club 21 is first obtained.

5 DISRUPTION OR IMPAIRMENT

5.1 You may not disrupt or attempt to disrupt accessibility to the Portal, the Content or the Services (whether by transmitting software viruses, other harmful programs or otherwise). Without prejudice to the generality of the foregoing, you may not take any action which may interfere with the proper operation of any interface, website or services managed and/or operated by Club 21, or the associated computer or software systems and other infrastructure supporting such interface, website or services (including imposing an unreasonable or disproportionately large load on such interface, website, services or infrastructure).

5.2 You are also prohibited from purporting to access the App, the Portal, the Content or the Services through any means not intentionally made available or provided for through the App or Portal.

5.3 You may not access or attempt to access the personal data or usage details of other users of the App, the Portal, the Content or the Services which may be stored by Club 21.

6 EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITIES

6.1 Club 21 makes no warranty or representation (express or implied) as to:

(a) the accuracy, correctness or completeness of any Content;

(b) the results to be attained by any person from the use of the Content or Services; and

(c) merchantability, satisfactory quality, or fitness for a particular purpose or use with regard to the App, the Portal, the Content or Services.

6.2 Club 21 does not warrant that any Content, Services or any feature or function comprised or accessible via the App and the Portal will be uninterrupted or error-free, that defects will be corrected or that any interface, website or services managed and/or operated by Club 21, or any associated computer or software systems and other infrastructure supporting such interface, website or services is free of any virus or other harmful elements. Accordingly, access to and use of any such feature, function or material is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from such access and use (including the storage or download of any material via the App or the Portal). Nor does Club 21 warrant or guarantee that any published feature or function of the App or the Portal will be available or work on any particular device.

6.3 To the fullest extent permitted by applicable law, Club 21 hereby excludes all liability to any party for any loss, damage or expense howsoever arising (whether under tort or contract or any other cause of action) out of or in relation any supply, use or reliance on the App, the Portal, the Content or the Services (including any liability arising in relation to any virus or unavailability of the App, the Portal, the Content or the Services). Accordingly, Club 21 shall not liable for direct, consequential, incidental, special, exemplary or indirect damages (including any loss, damage or expense relating to loss of data, loss of revenue or anticipated profits, loss of business, loss of opportunity, loss of goodwill or injury to reputation, or losses suffered by third parties) whether such loss, damage or expense was foreseen, foreseeable, known or otherwise (and even if Club 21 was advised or made aware of the possibility of such loss, damage or expense arising).

6.4 Without prejudice to clause 6.3, Club 21 will be in no way liable to you for any interruption, interference, delay, suspension or failure in respect of or loss of use or access to the App, the Portal, the Content or the Services which is due to any cause outside its reasonable control, including:

(a) any act of God, government restriction, war, strike, industrial action, civil commotion or national disaster; or

(b) any failure, maintenance or upgrade of any computer hardware, application software or software utilised in relation to or in respect of the App, the Portal, the Content or the Services and any relevant interface, website or services managed and/or operated by Club 21; or

(c) due to any technical difficulties, limitations or outages that may affect Club 21 or any other party's computer, communications network or power systems or supplies.

6.5 You acknowledge that the limitations set out in these Terms of Use (including this clause 6) are integral to the consideration payable (if any) to Club 21 for providing the App, the Portal, the Content and Services as well as for operating and/or managing the relevant interface, website and/or services.

7 INDEMNITY AND OTHER REMEDIES

7.1 You agree to indemnify and hold Club 21, its affiliates, members, directors, officers and employees, harmless from any claim, demand or cost (including solicitors' fees on a full indemnity basis) which Club 21 may suffer or incur due to or arising out of or in connection with:

(a) your breach of any of the provisions of these Terms of Use;

(b) your infringement of any rights or intellectual property rights, including copyrights, trademarks or rights of confidence of any person or entity;

(c) any action taken or omitted to be taken in good faith by Club 21 pursuant to any instructions, notice or request by you; or (d) the enforcement of Club 21’s rights against you under these Terms of Use.

7.2 Your failure to comply with these Terms of Use may result in suspension or termination of your access to the App, the Portal, the Content or the Services, without notice, in addition to any other remedies of Club 21.

8 GENERAL

8.1 Notwithstanding that any provision of these Terms of Use may prove to be illegal or unenforceable, the remaining provisions of these Terms of Use shall continue in full force and effect.

8.2 Any waiver of any breach of these Terms of Use or the Additional Terms by Club 21 shall not be deemed to apply to any succeeding breach of the provision or of any other provision of these Terms of Use or the Additional Terms.

8.3 No failure to exercise and no delay in exercising on the part of Club 21 of any right, power or privilege shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege by Club 21.

8.4 The rights and remedies of Club 21 as provided in these Terms of Use or the Additional Terms are cumulative and not exclusive of any rights or remedies otherwise provided by law.

8.5 You may not assign, sub-licence or otherwise transfer any of your rights and obligations in relation to these Terms of Use or the Additional Terms to any other person.

8.6 Save for such parties specifically mentioned herein, any person who is not a party (whether or not any benefit is conferred or purported to be conferred on it, directly or indirectly) has no right under the Contracts (Rights of Third Parties) Act (Cap 53B) or otherwise, to enforce any term of these Terms of Use or the Additional Terms.

8.7 Governing Law and Jurisdiction:

(a) These Terms of Use and the Additional Terms are governed by Singapore law.

(b) You hereby irrevocably agree for the benefit of Club 21 that any legal action arising out of or relating to these Terms of Use, the Additional Terms or the supply / use of the App, the Portal, the Content or the Services (including a dispute regarding the existence, validity or termination of these Terms of Use or the Additional Terms) (a “Dispute”) may be brought in the courts of Singapore and you hereby irrevocably submit to the exclusive jurisdiction of such courts.

(c) Clause 8.7(b) is for the benefit of Club 21 only. As a result, Club 21 shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction, and you hereby irrevocably submit to the jurisdiction of any such court. To the extent allowed by law, Club 21 may take concurrent proceedings in any number of jurisdictions.