Terms of service

Last updated : 04/06/2020

  1. General1.1 The terms and conditions set out in this Terms of Service, including Privacy & Cookies Policy (collectively, these “Terms”), govern the access to and use of this website at [www.trueblu.co] and any associated mobile application (collectively, the “Platform”) and services provided by [Active Interactions Pte Ltd] (“Trueblu”, “we”, “us”, “our”) via the Platform as a technology to enable merchants to, amongst others, implement their loyalty programs and communicate with their customers (such services provided by Trueblu are referred to as “Services”).1.2 These Terms govern all users, whether free or paid, of the Platform and/or Services (collectively “Users” and each a “User”, “you”, “your”, “yours”) and constitute a legal and binding agreement between each User and Trueblu. By using or otherwise accessing the Platform and/or Services, you are confirming that you have read, understood and agreed to these Terms.

    1.3 We reserve the right, in our sole discretion, to vary any parts of these Terms at any time. You should periodically visit this page to review the current Terms so that you are aware of any revision to which you are bound. If we do this, we will post the changes on the Platform and update the “Last Updated” date at the top of this page, or notify you of such changes by email at the email address registered with your Account (defined below). Your continued use of the Platform and/or Services after any such changes constitutes your acceptance of the latest terms and conditions. However, any changes will not apply retrospectively.

    1.4 The access to or use of certain areas and features of the Platform and/or Services may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, as published on the Platform or via separate agreement in writing. For example, if you are a Merchant (defined below), you will be required to execute a merchant agreement with Trueblu. All such separate policies, standards or guidelines, or additional terms and conditions, are hereby incorporated by reference into these Terms. If there is a conflict between these Terms and the additional terms and conditions, the latter terms and conditions will take precedence, unless otherwise specified.

  1. Definitions and Interpretation 2.1 In these Terms, the following words and expressions have the following meanings unless inconsistent with the context or stated otherwise:“Account” means an online account created with Trueblu for or by a User (whether a Customer or a Merchant) to access or use the Platform or Services;

    Content” means any data, text, software, music, sound, photographs, graphics, video, messages or other materials, including but without limitation to, company logos, trademarks, copyrighted materials and Third Party Resources, displayed, published or made available through the Platform, whether by Trueblu or Users;

    Customers” means Merchants’ customers, and a “Customer” means any of them;

    Event of Force Majeure” means any cause beyond the reasonable control of a party to these Terms, including any act of God, outbreak, or epidemic of any kind, communicable and virulent disease, strike, flood, fire, embargo, boycott, act of terrorism, insurrection, war, explosion, civil disturbance, shortage of gas, fuel or electricity, interruption of transportation, governmental order, unavoidable accident, or shortage of labour or raw materials;

    Intellectual Property Rights” means all intellectual property rights (whether registered or not) including, but not limited to, copyright (including copyright in computer software), patents, logos, trademarks or business names, design rights, database rights, know-how, trade secrets and rights of confidence in connection with the Platform, Services and/or Content;

    Merchants” means independent third party vendors, service providers or business operators using the Platform or Services in connection with their business, and a “Merchant” means any of them;

    Merchant’s Programs” means any marketing, promotional, loyalty, reward, discount or rebate programs (or similar programs, offerings or activities) introduced by Merchants to Customers through the Platform or Services;

    Parties” means collectively Trueblu and a User, and a “Party” means any of them.

    Trueblu Technologies” means Trueblu’s proprietary technology underlying the Platform and/or Services, including internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), source codes, user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Trueblu or its licensors) in connection with the Platform and/or Services, and also including any derivatives, improvements, enhancements or extensions of the technology conceived, reduced to practice, or developed by Trueblu from time to time that are not uniquely applicable to Users or that have general applicability in the art;

    Users” refers to any user of the Platform or Services, including but not limited to Merchants and Customers, and a “User” means any of them;

    User’s Content” means any data, text, software, music, sound, photographs, graphics, video, messages or other materials, including but without limitation to, company logos, trademarks and copyrighted materials, that Users post, upload, transmit or otherwise make available through the Platform and/or Services.

    2.2 References to Clauses are to the clauses of these Terms.

    2.3 The headings are for convenience only and shall not affect the interpretation of these Terms.

    2.4 Unless the context otherwise requires or permits, references to the singular number shall include references to the plural number and vice versa; references to natural persons shall include bodies corporate and vice versa; and words denoting any gender shall include all genders.

  1. Services As A Platform3.1 Trueblu serves as an intermediary platform for Merchants to introduce, offer and implement Merchant’s Programs for the benefit of and to communicate with their Customers for marketing and promotional purposes. Merchant’s Programs are offered by Merchants, not Trueblu. Any contractual relationship, rights or obligations arising from Merchant’s Programs shall be as between Merchants and Customers only, and Trueblu shall not be a party to the same.3.2 Trueblue has no control over Merchants with regards to the terms and conditions of Merchant’s Programs. Merchants are solely responsible for the creation, implementation, fulfillment, content (including terms and conditions, warranties or representations) and transactions in connection with their Merchant’s Programs.

    3.3 Merchants are solely responsible for their products or services offered or supplied to Customers, and Trueblu shall not be responsible for and does not provide any warranty or guarantee whatsoever with respect to (i) the quality, safety, suitability, or legality of any product or service of Merchants, (ii) the truth or accuracy of the descriptions of Merchant’s products or services or their Merchant’s Programs, or (iii) the reliability, performance or conduct of Merchants. Trueblu shall only be responsible to ensure that Merchants and Customers deal with each other in accordance with and within the parameters of these Terms. Trueblu shall not and is not required to mediate or resolve any dispute or disagreement between Users or between Customers and the Merchants.

    3.4 Users who are Customers acknowledge and agree that in the event of a Merchant ceasing to use the Platform and/or Services for any reason (whether due to termination, expiration or non-renewal of Merchant’s Account), all of their privileges, rewards, points or other benefits provided by or in relation to that Merchant will automatically lapse and have no further effect. The affected Customers shall have no claim against Trueblu or the relevant Merchant in respect of such privileges, rewards, points or other benefits that have so lapsed.

  1. Eligibility To Use4.1 Users must be at least 18 years old and able to enter into legally binding contracts to access and use the Platform and/or Services. By accessing or using the Platform and/or Services, you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract. If you are accessing or using the Platform and/or Services for and on behalf of a corporate entity, you represent and warrant that you have the requisite power and authority to bind such corporate entity to these Terms.4.2 For transparency and fraud prevention purposes, and to the extent permitted by law, we may, but have no obligation, to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identity or background of Users, and (ii) screen Users against third party databases or other sources.
  1. Account Registration5.1 You must have a valid Account in order to access to or use the Platform and/or Services, whether free or paid. In registering an Account, you agree to provide accurate, current and complete information about yourself. By registering an Account, you authorise us to collect, store, retain and use your personal data in accordance with our Privacy & Cookies Policy. Your failure to maintain accurate, complete and up-to-date personal data may result in your inability to access and use the Platform and/or Services. In any event, we reserve the right, in our sole discretion, to approve or refuse registration of an Account.5.2 Each User may only register and maintain one Account. You may not assign or otherwise transfer your Account to any party without our prior written authorization.

    5.3 You are responsible for determining any other person who has the right or authority to access, use or administer your Account. Whilst you may permit such third party access to administer your Account, you remain fully liable under these Terms for all acts and omissions of any third party that uses or administers your Account for you or on your behalf whether or not such third party has acted in accordance with your instructions. You are solely responsible for maintaining the confidentiality of your username, password and other information relating to your Account, and any and all activities that occur under your Account. You agree to (i) immediately notify us of any unauthorised use of your Account, password, or any other breach of security, and (ii) ensure that you exit or sign-out from your Account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with the provision.

    5.4 You acknowledge that we may establish general practices and limits concerning use of the Platform. You agree that we have no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted by the Platform. You acknowledge that we reserve the right to terminate any Account that is a duplicate or inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

    5.5 By registering an Account, you agree to receive informative, promotional or marketing emails or communications (by SMS, e-mails or otherwise) in connection with the Platform, Services and the products or services of Merchants or our other business partners. You can opt-out from receiving such communications by clicking the “Unsubscribe” link at the bottom of the e-mail or sending us an e-mail to opt-out at [support@trueblu.co].

  1. Right of Use, Obligations and Restrictions6.1 You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform and/or Services in accordance with and subject to these Terms. You must at all times comply with any instructions in relating to the use of the Platform and/or Services as we may determine and publish on the Platform from time to time. Any rights not expressly granted herein are reserved by us.6.2 Access to and use of the Platform and/or Services may be limited in scope to certain geographical territories. Therefore, we do not guarantee that the Platform and/or Services are necessarily available in your location. Where we set out the territories in which the Platform or Services are available, you may not use the Platform and/or Services outside of those territories.

    6.3 You may only use the Platform and/or Services in compliance with applicable laws and for legitimate purposes.You agree to comply with these Terms, all local rules and laws regarding your use of the Platform and/or Services, including your online conduct that is applicable in your jurisdiction.

    6.4 In using the Platform, Services and/or Content, you undertake that you will not:

    6.5 To the extent where the Platform allows you to post, upload, transmit or otherwise make available any User’s Consent, you represent and warrant that: (a) you either are the sole and exclusive owner of the User’s Content or you have all rights, licenses, consents and releases necessary for use of the User’s Content on the Platform; and (b) neither the User’s Content nor your submission, uploading, publishing or otherwise making available of such User’s Content nor our use of the User’s Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You further agree that:

    6.6 We reserve the right to investigate and take appropriate legal action against anyone who, in our opinion, violates the above provisions, including without limitation, suspending or terminating the Account of such violators and reporting them to the law enforcement authorities.

    6.7 We cannot guarantee the identity of any other Users with whom you may interact with in the course of using the Platform and/or Services. We also cannot guarantee the authenticity and accuracy of any User’s Consent whichother Users may provide. All User’s Content accessed by you using the Platform is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

    6.8 You are solely responsible for your own hardware, internet connection or telecommunication charges incurred for accessing, connecting to or using the Platform and/or Services.

  1. Updates, Modifications and Availability7.1 We may modify or upgrade the features and functionality of the Platform and/or Services from time to time, and reserve the right to makeupgrades, updates, modifications and changes as we deem fit in our sole discretion. You understand that such upgrades or changes may result in interruption, modification, failure, delay or discontinuation of our Services or any function or feature thereof. In this regard, you acknowledge and agree that we assume no liability, responsibility or obligation for any such interruption, modification, failure, delay or discontinuation associated with our Services. However, we will make reasonable efforts to minimise interruptions, failure or delay of our Services and will make reasonable efforts to inform you of any scheduled maintenance or material changes which may affect your use of the Platform and/or Services.7.2 Notwithstanding anything contained in these Terms, we reserve the right to modify or discontinue, temporarily or permanently, the Platform and/or Services (or any part thereof), with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform and/or Services.
  1. Intellectual Property 8.1 The Platform, Content and Trueblu Technology underlying the Platform and Services are the property of Trueblu and/or our licensors, and are protected by copyright and/or other intellectual property rights. Except as expressly authorised by us, you agree to not modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform, Services and/or Content, in whole or in part. The word “TRUEBLU” and associated logo are our trademarks, trade names and/or service marks, and you agree not to display or use in any manner such names and/or marks without our prior written authorisation. In connection with your use of the Platform, you shall not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. You further acknowledge that you have no right to have access to any aspect of the Platform in source-code form, and you agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in Trueblu Technology. Any uses of the Platform, Services and/or Content not expressly permitted herein are prohibited, and any rights thereof not expressly granted herein are reserved by Trueblu.8.2 You acknowledge that by using the Platform and/or Services, you will not acquire any right, title or interest in or to the Intellectual Property Rights except for the limited right to use the Platform and/or Services granted to you pursuant to these Terms. Nothing in these Terms or our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of our trade or service marks displayed on the Platform without our prior written permission in each instance. All goodwill generated from the use of the Platform, Services and/or Content will inure to Trueblu’s exclusive benefit.

    8.3 To the extent where you provide us with any any suggestions, comments, improvements, ideas or other feedback (“Feedback”), you hereby assign ownership of all intellectual property rights subsisting in that Feedback to us and acknowledge that we can use and share such Feedback for any purpose at our discretion.

    8.4 Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not be endorsed by, or affiliated with, or connected to Trueblu.

  1. Third Party Resources9.1 The Platform may contain links to third party’s websites, products, services, information, advertisement or other materials (“Third Party Resources”) that are not owned or controlled by us, or our Services may be accessible through Third Party Resources. Links to Third Party Resources do not constitute an endorsement or recommendation by Trueblu of such Third Party Resources.9.2 When you access Third Party Resources, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Resources relating to your use of their services and that you will act in accordance with those policies, in addition to your obligations under these Terms.

    9.3 We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Resources. In addition, we will not and cannot monitor, verify, censor or edit the content of any Third Party Resources. By using our Services, you expressly relieve and hold Truebluharmless from any and all liability arising from your use of any Third Party Resources.

  1. Disclaimers 10.1 These Terms set out the full extent of our obligations and liabilities in respect of the Platform and Services.10.2 TRUEBLUEPROVIDES THE PLATFORM AND SERVICES ON AN “AS IS” AND “AS AVAILABLE”  USERS AGREE THAT USE OF THE PLATFORM AND/OR SERVICES IS AT THEIR SOLE RISK. TRUEBLU EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (I) FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (II) SECURITY, RELIABILITY, PERFORMANCE AND ACCURACY OF THE SERVICE, (III) THAT THE PLATFORM AND/OR SERVICES WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE, AND (IV) THE ACCURACY OR TRUTHFULNESS OF ANY CONTENT OR USER’S CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TRUEBLU OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

    10.3 You acknowledge that Trueblu may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology in order to provide the Platform and/or Services. The acts and omissions of those third party suppliers may be outside of our control, and we do not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier.

    10.4 We have no responsibility whatsoever for any arrangements you make with any third party (including Merchants and other Users) as a result of your use of the Platform and/or Services. Your interactionsand transactions with organisations and/or individuals found on or through the Platform, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organisations and/or individuals. You should conduct whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. In the event that you have a dispute with one or more other users or third parties, you hereby release Trueblu from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such dispute.

    10.5 You may see advertising material submitted by third parties on the Platform. Each individual advertiser is solely responsible for the content of its advertising material and we accept no responsibility for the content of such advertising material, including, without limitation, any error, omission or inaccuracy therein.

    10.6 If you are dissatisfied with the Platform and/or Services, or do not agree with any part of these Terms, or have any other dispute or claim with or against Trueblu or another User with respect to these Terms or the  Platform, your sole recourse is to discontinue use of the Platform and/or Services.

  1. Exclusion and Limitation of Liability11.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TRUEBLU BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OR LOSSES OF ANY KIND IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OR THE PLATFORM, SERVICES OR CONTENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT TRUEBLUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR OPPORTUNITY, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF WARRANTIES STATED HEREIN OR THE LIMITATION OF LIABILITY STATED HEREIN, THEN USERS HEREBY EXPRESSLY AGREE THAT IN NO EVENT WILL TRUEBLU’S LIABILITY FOR ANY CLAIM OR DAMAGES HEREUNDER EXCEED THE AGGREGATE AMOUNT OF SINGAPORE DOLLARS FIVE HUNDRED.11.2 Nothing in these Terms shall limit or exclude (i) any liability that cannot be excluded by law, or (ii) your statutory rights.
  1. Indemnity and Release12.1 Users hereby agree to indemnify Trueblu, including our directors, officers, employees, or agents (“Indemnified Parties”) and keep the Indemnified Parties harmless from and against any claims, actions, suits, proceedings, damages and/or liabilities whatsoever made against the Indemnified Parties arising from their use of the Platform, Services, Content and/or performance of their duties and obligations under these Terms save where such claims, actions, suits, proceedings, damages and/or liabilities arise from the gross negligence, willful misconduct or breach of these Terms by the Indemnified Parties.12.2 Without limiting the foregoing:
  1. Term, Suspension and Termination13.1 The agreement between Trueblu and each User under these Terms commences upon the earlier of (a) the User’s commencement of the use of the Platform and/or Services,(b) registration of a User’s Account, or (c) execution of a written agreement with Trueblu in respect of the use of the Platform and/or Services, and will remain in full force and effect for as long as you use the Platform and/or Services.13.2 We may in our absolute discretion immediately suspend, discontinue or terminate your access to and/or use of the Platform, Services and/or your Account underthese Terms in the event of your actual or suspected breach of any provisions under these Terms, with or without notice at any time without incurring any liability whatsoever to you or any third party. In this instance, we reserve the right to remove and discard data in and content of your Account. Any suspected fraudulent, abusive or illegal activity that may be grounds for such suspension, discontinuance or termination may be referred to the appropriate law enforcement authorities.

    13.3 Upon termination of the agreement with a User pursuant to these Terms, the User’s access and use rights to the Platform and/or Services and other rights hereunder shall terminate. Save for any obligations which are expressed to survive, each Party’s further rights and obligations shall cease immediately, provided that such termination shall not affect a Party’s accrued rights and obligations as at the date of such termination.

    13.4 In the case of expiration or termination (as the case may be) of a Merchant’s Account or Customer’s Account for any reason, all privileges, rewards, points or other benefits under or in connection with the Customer’s Account will automatically lapse and have no further effect. The affected Customers shall have no claim against Trueblu or the relevant Merchants in respect of such privileges, rewards, points or other benefits that have so lapsed.

  1. Relationship of PartiesNothing contained herein shall be read as constituting joint venture, partnership or agency between a User and Trueblu. None of the parties hereunder may make or purport to make any representations, warranties or undertakings for the other parties.
  1. NoticeAny notice or other communication in connection with these Terms shall be in writing in English and shall be sufficiently given or served if delivered or sent to:In the case of Trueblu, to:

    Address: [531 upper cross street, #04-52, hong lim complex, singapore050531.]

    E-mail: [support@trueblu.co]

    In the case of a User, to:

    Address: As registered with the User Account

    E-mail: As registered with the User Account

    or (in either case) to such other address or electronic mail address as the relevant party may have notified to the other party in accordance with this Clause.

  1. General 16.1 No delay, neglect or forbearance on the part of a Party in enforcing against the other Party any term or condition of these Terms shall either be or deemed to be a waiver or in any way prejudice any right of that Party under these Terms.16.2 If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provision of these Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.

    16.3 Save as otherwise specifically provided in these Terms, the Parties shall not be liable for failures or delays in performing their obligations hereunder arising from any Event of Force Majeure, and in the event of any such delay, the time for all Parties’ performance shall be extended for a period equal to the time lost by reason of the delay which shall be remedied with all due dispatch in the circumstances.

    16.4 These Terms are not assignable, transferable or sub-licensable by Users except with Trueblue’s prior written consent. Trueblu may freely transfer, assign or delegate these Terms and their rights and obligations without prior notice to or consent by Users.

    16.5 These Terms are personal to Users. A person who is not a party to these Terms shall have no right to enforce any provision of these Terms.

  1. Governing Law and JurisdictionsIrrespective of the country from which you access or use the Platform and/or Services, to the extent permitted by law, these Terms and your use of the Platform and/or Services shall be governed in accordance with the laws of Singapore without regard to choice or conflicts of law principles, and you hereby agree to submit to the exclusive jurisdiction of the courts of Singapore to resolve any claims or disputes which may arise in connection with these Terms. 
  1. Customer SupportWe aim to provide Users high standard of experience while using our Services and welcome enquiries relating to your use of the Platform or Services or other questions relating to these Terms. Our Customer Support can be reached by email at [support@trueblu.co].