Terms of Service
exA-Arcadia PTE. LTD.
Last Updated: January 1, 2020
These Terms of Service, together with any applicable terms of sale, product-specific terms, warranty terms, privacy policy, and other policies incorporated by reference, form a legally binding agreement between you and exA-Arcadia PTE. LTD. (“exA-Arcadia PTE. LTD.”, the “Company”, “we”, “us”, or “our”).
Please read these Terms carefully.
BY ACCESSING OR USING THE SERVICE, CREATING AN ACCOUNT, PLACING AN ORDER, MAKING PAYMENT, OR OTHERWISE INTERACTING WITH US, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS.
THESE TERMS INCLUDE IMPORTANT PROVISIONS CONCERNING PURCHASER CLASSIFICATION, BUSINESS-TO-BUSINESS TRANSACTIONS, CONSUMER RIGHTS, FULL PREPAYMENT, ORDER FINALITY, LIMITATIONS OF LIABILITY, INDEMNITIES, DISPUTE RESOLUTION, AND ARBITRATION.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE AND DO NOT PLACE AN ORDER.
Definitions and Interpretation
In these Terms, unless the context otherwise requires:
“Account” means any account created by a user or purchaser through the Service.
“Business Purchaser” means any person, company, partnership, sole proprietorship, organization, arcade operator, distributor, location operator, reseller, or other entity purchasing Products in the course of trade, business, profession, or commercial activity.
“Consumer” means an individual who purchases Products for purposes wholly or mainly outside that individual’s trade, business, craft, profession, or commercial activity.
“Consumer Law” means any mandatory consumer protection law that applies to a Consumer and cannot lawfully be excluded or restricted by contract.
“Order” means any order, purchase request, payment transaction, reservation, procurement request, or other request to acquire Products through the Service.
“Product” or “Products” means any hardware, arcade system, game system, cartridge, kit, board, software, license, component, accessory, spare part, media, digital item, service item, or related product sold or supplied by the Company.
“Service” means the Company’s website, online store, ordering system, payment flow, account system, support channels, product pages, and any related online or offline services.
“Stripe” means Stripe and its affiliates, or any other third-party payment processor used by the Company.
“Terms” means these Terms of Service and any terms, policies, or documents incorporated by reference.
References to “including” mean “including without limitation”.
Headings are for convenience only and do not affect interpretation.
To the extent there is any inconsistency between these Terms and any product-specific or sale-specific terms, the more specific terms shall prevail.
Company Information
The Service is operated by:
exA-Arcadia PTE. LTD.
Singapore
Email: legal at exa.ac
Eligibility and Capacity
You may not access or use the Service or place an Order unless you are at least 18 years old and have legal capacity to enter into binding contracts.
If you use the Service or place an Order on behalf of a company, business, arcade operator, distributor, reseller, or other entity, you represent and warrant that:
(a) you are authorized to bind that entity;
(b) that entity agrees to be bound by these Terms;
(c) all information provided by you is accurate, complete, and not misleading; and
(d) the transaction is entered into in the course of business unless expressly identified otherwise.
If you do not have such authority, you must not use the Service or place an Order on behalf of any entity.
Purchaser Classification: Business Purchasers and Consumers
The Company’s Products are primarily intended for commercial, professional, arcade, amusement, entertainment-location, distributor, operator, or business use.
The Company recognises that certain individuals may purchase Products through the Service. Accordingly, these Terms distinguish between Business Purchasers and Consumers.
A purchaser shall be treated as a Business Purchaser where the surrounding facts indicate that the purchase is made in the course of business, including where the purchaser:
(a) provides a business name, trade name, company registration number, business address, tax number, reseller details, arcade location, or operator information;
(b) purchases Products intended for arcade, commercial, amusement, entertainment, location-based, or revenue-generating use;
(c) purchases multiple units or products of a type normally associated with commercial operation;
(d) communicates with the Company in a business capacity;
(e) uses a business payment method, business email, or commercial shipping address; or
(f) otherwise represents that the purchase is made for business or commercial purposes.
A purchaser shall be treated as a Consumer only where the purchaser is an individual purchasing wholly or mainly for personal purposes outside any trade, business, profession, or commercial activity.
The Company may request information to verify purchaser classification. If the Company reasonably determines that a purchaser has misrepresented their status, the Company may reclassify the purchaser, refuse the Order, cancel the Order, suspend the Account, or exercise any other rights available under these Terms.
Nothing in these Terms excludes or limits any mandatory rights that a Consumer may have under applicable Consumer Law to the extent such rights cannot lawfully be excluded or limited.
Commercial Nature of Products
The Products are specialised arcade and commercial entertainment systems designed primarily for professional, commercial, business, arcade-location, operator, distributor, and related use.
You acknowledge that Products may:
(a) require technical familiarity;
(b) require suitable commercial installation or operation conditions;
(c) involve region-specific compatibility issues;
(d) require appropriate power, cabinet, display, network, or peripheral configuration;
(e) require specialised handling, maintenance, or support; and
(f) not be suitable for ordinary household or consumer use.
Business Purchasers acknowledge that they have sufficient expertise, personnel, resources, and opportunity to evaluate Products before purchase and are not relying on any representation other than those expressly set out in these Terms or written materials issued by the Company.
Consumers acknowledge that Products are primarily intended for commercial use and may not have the characteristics, support expectations, packaging, documentation, or usability profile of ordinary consumer electronics.
Account Creation
Certain parts of the Service may require you to register for an Account.
When creating an Account, you agree to provide accurate, complete, current, and non-misleading information.
You agree to promptly update Account information if it changes.
You may not create an Account using false information, another person’s identity, misleading business information, proxy information, or information intended to conceal the true purchaser or end user.
The Company may refuse, suspend, or terminate an Account if it reasonably believes that any information provided is inaccurate, incomplete, misleading, fraudulent, or inconsistent with these Terms.
Account Responsibilities
You are responsible for maintaining the confidentiality of your Account credentials.
You are responsible for all activity occurring under your Account, whether authorized or unauthorized, except to the extent caused solely by the Company’s breach of applicable law.
You must notify the Company promptly if you suspect unauthorized access, unauthorized use, or any security breach.
The Company is not responsible for losses arising from your failure to safeguard Account credentials, failure to maintain accurate information, failure to monitor Account activity, or failure to notify the Company of suspected unauthorized use within a reasonable time.
The Company may rely on Account activity, checkout records, IP logs, payment confirmations, email confirmations, transaction records, Stripe records, and other technical or business records as evidence of Account use, Order placement, payment authorization, and acceptance of these Terms.
License to Use the Service
Subject to your compliance with these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for lawful purposes and, where applicable, for evaluating or purchasing Products.
This license does not grant you any ownership rights in the Service, Products, software, content, trademarks, trade dress, documentation, product designs, images, videos, specifications, logos, or other intellectual property.
The Company may revoke this license at any time where you breach these Terms, misuse the Service, engage in prohibited conduct, or where revocation is reasonably necessary to protect the Company, other users, suppliers, distributors, payment processors, or the integrity of the Service.
Restrictions on Use of the Service
You shall not:
(a) copy, reproduce, distribute, modify, adapt, translate, create derivative works from, publicly display, publicly perform, commercially exploit, or otherwise misuse any part of the Service;
(b) reverse engineer, decompile, disassemble, or attempt to derive source code, object code, architecture, structure, algorithms, or underlying ideas from any software forming part of the Service, except to the extent such restriction is prohibited by applicable law;
(c) access the Service to build, benchmark, or assist in building a competing product, service, website, marketplace, or platform;
(d) scrape, crawl, harvest, mine, index, cache, archive, or extract data from the Service except as expressly permitted by the Company in writing;
(e) use bots, scripts, automated agents, automated checkout tools, or other means to place Orders, reserve inventory, bypass limits, or interfere with availability;
(f) interfere with the Service, servers, networks, security systems, payment flows, or technical infrastructure;
(g) attempt unauthorized access to Accounts, systems, data, or payment functionality;
(h) impersonate another person or entity;
(i) conceal the identity of the purchaser, payor, beneficial purchaser, consignee, or end user;
(j) violate any applicable law, regulation, export control, sanctions law, intellectual property law, consumer law, data protection law, or payment network rule; or
(k) use the Service in any manner that may harm the Company, its suppliers, distributors, payment processors, customers, partners, or reputation.
Product Information and Availability
The Company uses reasonable efforts to describe Products accurately. However, Product descriptions, images, videos, specifications, compatibility statements, packaging descriptions, features, availability, and timelines may change.
Images may be illustrative and may not show final production units, packaging, accessories, cables, manuals, regional variations, revisions, or minor manufacturing differences.
The Company may modify Product specifications, packaging, components, bundled items, artwork, or documentation where such changes are commercially reasonable or required by manufacturing, licensing, compliance, supply, or operational considerations.
Availability is not guaranteed until an Order has been accepted and fulfilled.
The Company may limit quantities, reject Orders, cancel Orders, or allocate inventory in its discretion, subject to applicable law.
Orders and Formation of Contract
An Order submitted through the Service constitutes an offer by you to purchase the relevant Products on these Terms.
The Company is not obliged to accept any Order.
An Order is accepted only when the Company confirms acceptance, processes payment, or otherwise indicates that the Order has been accepted.
An automated email confirming receipt of an Order does not necessarily constitute acceptance unless expressly stated.
The Company may reject or cancel an Order before fulfillment where:
(a) Product availability changes;
(b) pricing, description, stock, tax, shipping, or technical errors occur;
(c) payment is not authorized, reversed, disputed, or flagged;
(d) fraud, abuse, proxy purchasing, resale circumvention, sanctions risk, export risk, or unauthorized activity is suspected;
(e) the purchaser fails verification;
(f) fulfillment would violate applicable law or supplier restrictions; or
(g) cancellation is otherwise permitted under these Terms.
Pricing, Taxes, Duties, and Charges
Prices are displayed in the currency stated at checkout.
Prices may exclude shipping, handling, taxes, customs duties, import fees, bank fees, currency conversion fees, brokerage fees, tariffs, regulatory charges, and other third-party charges unless expressly stated.
You are responsible for all applicable taxes, duties, import charges, customs fees, and regulatory costs associated with the purchase, import, delivery, possession, resale, or use of Products.
The Company may correct pricing errors at any time. If a pricing error affects your Order, the Company may cancel the Order, request payment of the correct amount, or refund amounts paid, subject to applicable law.
Payment Terms
All Orders require full payment in advance unless the Company expressly agrees otherwise in writing.
Payments are processed by third-party payment processors, including Stripe.
By submitting payment information, you represent and warrant that:
(a) you are authorized to use the payment method;
(b) payment information is accurate;
(c) the transaction is lawful;
(d) the payment is not made through unauthorized, stolen, fraudulent, or disputed means; and
(e) you authorize the Company and its payment processor to charge the full amount due.
The Company does not control Stripe’s approval, decline, fraud review, risk scoring, reserve, chargeback, or payment processing decisions.
Payment processor terms may apply separately. Your use of a payment method may be subject to issuer, bank, card network, or payment processor rules.
Full Prepayment and Lead Times
Products may require full prepayment before procurement, allocation, production, assembly, configuration, testing, packaging, or dispatch.
Certain Products may have lead times of up to 90 days or longer where stated, depending on availability, manufacturing, supply chain, logistics, licensing, compliance, customs, or other operational factors.
Lead times are estimates only and are not guaranteed delivery dates unless expressly agreed in writing by the Company.
By placing an Order, you acknowledge that the Company may immediately allocate inventory, procurement resources, production capacity, supplier commitments, payment processing resources, and operational resources in reliance on the Order.
Order Finality for Business Purchasers
For Business Purchasers, all Orders are firm, binding, final, and non-cancellable upon acceptance.
Business Purchasers shall not cancel, reverse, rescind, refuse, reject, or repudiate an Order except with the Company’s prior written consent, which may be granted or withheld at the Company’s discretion.
Business Purchasers acknowledge that the no-cancellation policy is commercially reasonable because the Company may allocate limited inventory, production capacity, procurement commitments, supplier arrangements, license-related resources, and operational resources immediately upon Order acceptance.
Business Purchasers shall not initiate chargebacks, payment disputes, reversals, or similar actions in respect of valid Orders.
If a Business Purchaser refuses delivery, fails to cooperate with fulfillment, initiates an improper chargeback, or otherwise attempts to avoid an accepted Order, the Company may retain amounts paid, recover costs, suspend future sales, cancel other Orders, and pursue any other remedies available.
Order Finality for Consumers
For Consumers, Orders are non-cancellable except where cancellation, withdrawal, refund, return, or other remedy is required by applicable Consumer Law.
Nothing in these Terms excludes or limits mandatory rights of Consumers to the extent such rights cannot lawfully be excluded.
Where a Consumer has a mandatory cancellation or withdrawal right, the Consumer must exercise that right in accordance with applicable law and any lawful process specified by the Company.
The Company may require Products to be returned before issuing a refund, except where applicable law requires otherwise.
Shipping, Delivery, and Risk
Shipping options, costs, and estimated delivery times may be displayed at checkout or communicated separately.
Delivery times are estimates only.
The Company is not responsible for delays caused by carriers, customs, import checks, incorrect addresses, recipient unavailability, force majeure events, payment review, export review, or other circumstances beyond the Company’s reasonable control.
Unless otherwise required by applicable law:
(a) risk of loss or damage passes to the purchaser when Products are delivered to the carrier or otherwise dispatched from the Company or its fulfillment partner; and
(b) title passes upon full payment and, where applicable, dispatch.
If delivery fails due to incorrect address, refusal, non-payment of import charges, failure to collect, or other purchaser-related cause, the Company may charge additional shipping, storage, return, handling, and administrative fees.
International Orders
International purchasers are responsible for ensuring that Products may lawfully be imported, possessed, installed, operated, resold, or used in the destination country.
The Company is not responsible for seizure, delay, rejection, import refusal, customs hold, local compliance issues, local certification requirements, electrical compatibility, language requirements, labelling requirements, or local regulatory issues unless caused by the Company’s breach of applicable law.
Purchasers are responsible for all import permits, licenses, approvals, customs filings, and local compliance obligations.
The Company may refuse or cancel Orders to jurisdictions where it reasonably determines that fulfillment may create legal, export, sanctions, payment, fraud, logistics, or commercial risk.
Returns and Refunds
Business Purchasers
For Business Purchasers, all sales are final. No refunds, returns, exchanges, cancellations, credits, or substitutions are available except where expressly agreed by the Company in writing or required by applicable law.
Consumers
For Consumers, refunds, returns, repairs, replacements, or other remedies are available only where required by applicable Consumer Law or expressly approved by the Company.
Return Condition
Where a return is permitted, the Product must be returned in its original condition, including all packaging, components, accessories, labels, manuals, media, security seals, protective materials, and bundled items.
The Product must be securely packaged and returned in substantially the same condition as delivered, subject only to handling reasonably necessary to inspect the Product.
The Company may refuse a refund, reduce a refund, or charge restoration costs where the Product is damaged, altered, incomplete, misused, installed, operated beyond reasonable inspection, missing components, returned without packaging, or otherwise diminished in value.
Return Authorization
All returns require prior written authorization from the Company.
Unauthorized returns may be refused, returned to sender, held pending instructions, or disposed of where permitted by law.
Purchasers are responsible for return shipping costs unless applicable law requires otherwise or the Company agrees otherwise in writing.
Defective or Incorrect Products
If you believe a Product is defective, incorrect, or materially different from the Product ordered, you must notify the Company within a reasonable time after delivery and provide supporting information, including photographs, videos, serial numbers, order numbers, and a description of the issue.
The Company may require inspection, testing, troubleshooting, return, or remote verification before determining any remedy.
Where the Company confirms a defect or incorrect shipment, the Company may provide repair, replacement, parts, credit, refund, or another remedy, subject to purchaser classification and applicable law.
For Business Purchasers, remedies are limited to those expressly provided by the Company unless otherwise required by law.
For Consumers, mandatory statutory remedies remain unaffected.
The Company is not responsible for issues caused by misuse, improper installation, improper voltage, incompatible cabinets, unauthorized modification, unauthorized repair, environmental conditions, wear and tear, shipping damage after risk has passed, third-party components, software modification, or failure to follow instructions.
Proxy Purchases, Intermediaries, and Gray Market Restrictions
Products are sold primarily to authorized commercial purchasers, arcade operators, distributors, and approved customers.
The use of proxies, purchasing agents, intermediaries, freight forwarders, undisclosed third parties, nominee purchasers, straw purchasers, automated purchasing systems, or other methods to conceal the true purchaser, beneficial owner, destination, end user, or resale purpose is prohibited unless expressly authorized by the Company in writing.
The Company may determine, acting reasonably and based on available evidence, whether an Order involves prohibited proxy purchasing or circumvention.
Relevant evidence may include payment information, shipping information, IP data, email domain, communications, order pattern, known reseller activity, freight forwarding address, mismatched purchaser details, suspicious account activity, or other indicia.
For Business Purchasers, where the Company determines that this section has been breached, the Company may:
(a) cancel the Order;
(b) refuse fulfillment;
(c) suspend or terminate the Account;
(d) refuse future transactions;
(e) retain all amounts paid as a genuine pre-estimate of loss; and
(f) recover additional losses, costs, chargeback fees, administrative costs, legal costs, payment processor fees, inventory allocation losses, distribution disruption losses, and opportunity costs.
The parties agree that retention of payment in such circumstances is commercially justified and represents a genuine pre-estimate of loss, having regard to the limited nature of inventory, distribution controls, administrative burden, fraud risk, payment risk, and harm to authorized channels.
For Consumers, where the Company determines that this section has been breached, the Company may cancel the Order and deduct reasonable costs incurred before issuing any refund, subject to applicable Consumer Law.
Resale, Distribution, and Territorial Controls
Unless expressly authorized in writing, purchase of Products does not grant the right to act as distributor, authorized reseller, agent, representative, service provider, or commercial partner of the Company.
You shall not represent yourself as authorized by the Company unless expressly appointed in writing.
The Company may impose territory, channel, quantity, resale, support, branding, or customer restrictions on certain Products.
Business Purchasers shall comply with any applicable distributor, reseller, territory, support, export, or channel terms communicated by the Company.
Unauthorized resale, diversion, grey market distribution, territory circumvention, or misuse of Company branding may result in cancellation, refusal of support, termination of account privileges, and other remedies.
Acceptable Use Policy
You shall not use the Service to upload, transmit, display, distribute, submit, or otherwise make available any material that:
(a) infringes intellectual property rights, privacy rights, publicity rights, moral rights, confidential information, trade secrets, or proprietary rights;
(b) is unlawful, fraudulent, misleading, defamatory, obscene, abusive, harassing, threatening, hateful, discriminatory, violent, harmful, or otherwise objectionable;
(c) contains malware, viruses, worms, trojans, spyware, ransomware, malicious code, or harmful components;
(d) violates any law, regulation, sanctions rule, export control, payment network rule, or third-party obligation;
(e) impersonates another person or entity;
(f) misrepresents purchaser identity, authority, payment authorization, destination, or end user; or
(g) creates liability for the Company or any third party.
You also shall not:
(a) interfere with the Service;
(b) disrupt servers or networks;
(c) bypass security controls;
(d) use automated systems to place Orders or scrape data;
(e) harvest email addresses or account information;
(f) test vulnerabilities without authorization;
(g) engage in fraudulent transactions;
(h) abuse discount codes, promotions, limits, checkout flows, or payment systems;
(i) submit false chargebacks or payment disputes;
(j) use the Service to facilitate unlawful resale, export, or diversion; or
(k) use the Service in any manner inconsistent with these Terms.
Enforcement
The Company reserves the right, but has no obligation, to investigate suspected violations of these Terms.
The Company may take any action it reasonably considers appropriate, including:
(a) rejecting Orders;
(b) cancelling Orders;
(c) suspending Accounts;
(d) terminating Accounts;
(e) refusing future transactions;
(f) blocking access;
(g) reporting suspected unlawful activity to authorities, payment processors, carriers, rights holders, or affected parties;
(h) preserving evidence;
(i) enforcing payment obligations; and
(j) pursuing legal or equitable remedies.
The Company’s failure to enforce any provision does not waive its right to enforce that provision later.
Feedback
If you provide suggestions, ideas, improvements, comments, bug reports, feature requests, product suggestions, or other feedback concerning the Service or Products, you agree that the Company may use, modify, commercialise, disclose, reproduce, distribute, and exploit such feedback without restriction, attribution, or compensation.
You represent that your feedback does not contain confidential information of any third party and does not infringe any rights.
You shall not provide feedback that you consider confidential or proprietary unless a separate written agreement applies.
Intellectual Property Ownership
All intellectual property rights in and to the Service, Products, software, firmware, designs, artwork, trademarks, service marks, logos, trade names, trade dress, content, documentation, manuals, images, video, product pages, website elements, databases, know-how, and related materials are owned by the Company or its licensors.
Except as expressly stated, no rights are transferred to you.
All rights not expressly granted are reserved.
You shall not remove, obscure, alter, or interfere with copyright notices, trademark notices, proprietary notices, serial numbers, labels, security markings, or other rights notices.
Limited Product License
Where a Product includes software, firmware, digital media, game content, documentation, or licensed materials, such materials are licensed and not sold, except to the extent expressly stated otherwise.
You receive only a limited, non-exclusive, non-transferable right to use such materials with the relevant Product and in accordance with applicable documentation, license terms, and these Terms.
You shall not copy, modify, reverse engineer, bypass security, extract, emulate, distribute, sublicense, rent, lease, host, publicly perform, publicly display, or commercially exploit software or digital content except as expressly authorized by the Company or permitted by mandatory law.
Business Purchasers shall ensure that their employees, contractors, venues, operators, and customers comply with applicable license restrictions.
Copyright and Intellectual Property Complaints
The Company respects intellectual property rights.
If you believe that material available through the Service infringes your intellectual property rights, you may contact the Company at legal at exa.ac with:
(a) your name and contact details;
(b) identification of the protected work or right;
(c) identification of the allegedly infringing material and its location;
(d) a statement explaining why you believe the use is unauthorized;
(e) evidence of ownership or authority; and
(f) any other information reasonably required to assess the complaint.
The Company may remove, disable, restrict, or investigate material alleged to infringe rights.
The Company may terminate accounts of repeat or egregious infringers.
You represent that any complaint submitted by you is accurate and made in good faith.
The Company may reject complaints that are incomplete, abusive, fraudulent, or unsupported.
For avoidance of doubt, this section is not a United States DMCA process unless expressly stated. The Company may, where appropriate, consider applicable copyright laws of Singapore and other relevant jurisdictions.
Third-Party Services, Links, and Payment Providers
The Service may contain links to third-party websites, platforms, tools, payment processors, shipping providers, embedded services, analytics services, or other third-party services.
Third-party services are not controlled by the Company.
The Company is not responsible for third-party terms, privacy practices, availability, errors, omissions, fees, chargebacks, payment holds, payment declines, sanctions screening, risk decisions, fraud review, delivery failures, or service interruptions.
Your use of third-party services is at your own risk and may be subject to separate terms.
Stripe and other payment processors may independently collect, process, store, review, approve, decline, refund, reverse, or dispute transactions under their own terms and policies.
Privacy and Personal Data
The Company collects, uses, discloses, and processes personal data in accordance with its Privacy Policy and applicable data protection laws, including the Personal Data Protection Act 2012 of Singapore where applicable.
By using the Service, you consent to the collection, use, disclosure, transfer, and processing of personal data as described in the Privacy Policy.
The Company may process transaction data, account data, device data, IP data, payment-related identifiers, shipping information, communications, support information, and fraud-prevention information.
The Company may disclose relevant information to payment processors, carriers, fulfillment partners, suppliers, professional advisers, regulators, law enforcement, dispute-resolution bodies, and other parties where reasonably necessary for fulfillment, compliance, fraud prevention, enforcement, or protection of rights.
Disclaimers
To the fullest extent permitted by applicable law, the Service and Products are provided on an “as is” and “as available” basis.
The Company disclaims all warranties, representations, conditions, and undertakings, whether express, implied, statutory, or otherwise, including implied warranties or conditions of merchantability, satisfactory quality, fitness for purpose, title, quiet enjoyment, accuracy, non-infringement, availability, compatibility, uninterrupted operation, error-free operation, or absence of harmful components.
The Company does not warrant that:
(a) the Service will be uninterrupted, secure, timely, error-free, or available at any particular time or location;
(b) defects will be corrected;
(c) the Service or servers are free of viruses or harmful components;
(d) Product descriptions, images, or specifications are error-free;
(e) Products will meet every purchaser expectation or use case;
(f) Products will be compatible with all cabinets, monitors, networks, peripherals, electrical systems, or operating environments; or
(g) third-party services will operate without interruption or error.
For Consumers, this section applies only to the extent permitted by applicable Consumer Law.
Limitation of Liability
To the fullest extent permitted by applicable law, the Company and its officers, directors, employees, contractors, agents, suppliers, licensors, distributors, fulfillment partners, payment processors, and affiliates shall not be liable for:
(a) indirect, incidental, special, exemplary, punitive, or consequential loss or damage;
(b) loss of profits, revenue, business, goodwill, anticipated savings, opportunity, data, use, production, contracts, or reputation;
(c) procurement of substitute goods or services;
(d) business interruption;
(e) loss arising from delay, non-delivery, customs issue, carrier issue, payment processor issue, or third-party service issue;
(f) loss arising from misuse, incompatibility, unauthorized modification, improper installation, improper voltage, improper operation, or failure to follow instructions;
(g) loss arising from Account compromise where caused by your failure to safeguard credentials; or
(h) loss arising from enforcement of these Terms.
To the fullest extent permitted by applicable law, the Company’s total aggregate liability arising out of or in connection with the Service, Products, Orders, these Terms, or any transaction shall not exceed the amount actually paid by you to the Company for the specific Product giving rise to the claim.
Where no Product purchase gave rise to the claim, the Company’s total aggregate liability shall not exceed SGD 100.
The existence of multiple claims shall not increase the applicable liability cap.
Nothing in these Terms excludes or limits liability for:
(a) death or personal injury caused by negligence, to the extent such exclusion or limitation is prohibited by applicable law;
(b) fraud or fraudulent misrepresentation; or
(c) any liability that cannot lawfully be excluded or limited.
For Business Purchasers, the parties agree that the limitations in this section are reasonable having regard to the commercial nature of the transaction, the availability of insurance, the Product pricing, the allocation of risk, the purchaser’s business status, and the Company’s reliance on these limitations.
For Consumers, this section applies only to the extent permitted by applicable Consumer Law.
Indemnification
You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, contractors, agents, suppliers, licensors, distributors, fulfillment partners, and affiliates from and against any claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses, including reasonable legal fees, arising out of or relating to:
(a) your breach of these Terms;
(b) your misuse of the Service or Products;
(c) your violation of law;
(d) your infringement or alleged infringement of third-party rights;
(e) your fraud, misrepresentation, proxy purchasing, unauthorized resale, chargeback abuse, or payment dispute;
(f) your import, export, resale, installation, operation, or use of Products;
(g) your failure to obtain required licenses, permits, approvals, or local compliance clearances;
(h) your unauthorized modification, repair, reverse engineering, or tampering; or
(i) claims by your customers, end users, employees, contractors, locations, or downstream purchasers.
The Company may assume exclusive control of the defense and settlement of any matter subject to indemnification.
You shall cooperate with the Company’s defense and shall not settle any claim without the Company’s prior written consent.
Release
To the fullest extent permitted by applicable law, you release the Company from claims arising out of disputes with third parties, carriers, payment processors, customs authorities, suppliers, distributors, other users, downstream purchasers, or third-party service providers.
This release does not exclude liability that cannot lawfully be excluded.
For Consumers, this section applies only to the extent permitted by applicable Consumer Law.
Term and Termination
These Terms remain in effect while you access or use the Service, maintain an Account, place Orders, own Products, or have outstanding obligations to the Company.
The Company may suspend or terminate your Account, access to the Service, ability to place Orders, support eligibility, or other privileges where:
(a) you breach these Terms;
(b) you provide false or misleading information;
(c) payment is disputed, reversed, fraudulent, or unauthorized;
(d) you engage in proxy purchasing, prohibited resale, or grey market activity;
(e) you misuse the Service or Products;
(f) required by law, sanctions, export controls, supplier restrictions, payment processor requirements, or regulatory concerns; or
(g) reasonably necessary to protect the Company, its business, its systems, its payment processors, its suppliers, its customers, or its reputation.
Termination does not affect accrued rights, payment obligations, indemnities, liability limitations, dispute-resolution provisions, intellectual property rights, or provisions intended to survive termination.
Changes to the Service
The Company may modify, suspend, discontinue, restrict, or replace all or part of the Service at any time.
The Company does not guarantee that the Service, any Account feature, product page, checkout feature, support feature, or ordering functionality will remain available.
The Company shall not be liable for changes to the Service except to the extent required by applicable law.
Changes to Terms
The Company may update these Terms from time to time.
Updated Terms will be posted on the Service or otherwise communicated.
Unless otherwise stated, updates take effect when posted.
If the Company makes material changes, it may provide reasonable notice where practicable.
Continued use of the Service after updated Terms take effect constitutes acceptance.
Changes shall not retroactively affect accepted Orders unless required by law or expressly agreed.
Force Majeure
The Company shall not be liable for delay or failure to perform caused by events beyond its reasonable control, including:
(a) acts of God;
(b) natural disasters;
(c) fire, flood, earthquake, storm, epidemic, pandemic, or public health emergency;
(d) war, terrorism, civil unrest, embargo, sanctions, or government action;
(e) labor disputes, strikes, lockouts, or industrial action;
(f) supplier delays, manufacturing delays, component shortages, license delays, or production issues;
(g) carrier delays, customs delays, port congestion, logistics failures, or shipping disruptions;
(h) power, internet, payment network, payment processor, or telecommunications failures;
(i) cyberattacks or security incidents; or
(j) any other event beyond reasonable control.
Time for performance shall be extended for the duration of the force majeure event.
Export Controls and Sanctions
Products, software, technology, documentation, or technical data may be subject to export control, import control, sanctions, and trade compliance laws of Singapore, the United States, Japan, the European Union, or other jurisdictions.
You shall not export, re-export, transfer, resell, supply, or provide Products to any person, entity, country, or end user in violation of applicable export controls or sanctions.
You represent and warrant that:
(a) you are not located in, organised under the laws of, or ordinarily resident in a sanctioned jurisdiction;
(b) you are not listed on any sanctions, denied-party, restricted-party, or similar list;
(c) you are not purchasing on behalf of any restricted party;
(d) Products will not be used for unlawful, prohibited, military, weapons, surveillance, or restricted end uses; and
(e) you will obtain all required licenses, permits, and approvals.
The Company may refuse, suspend, or cancel Orders where it reasonably identifies export, sanctions, or trade compliance risk.
Electronic Communications
You consent to receive communications electronically, including emails, account notices, website notices, checkout confirmations, invoices, receipts, payment notices, support communications, legal notices, and updates to Terms.
Electronic communications satisfy any legal requirement that communications be in writing to the fullest extent permitted by law.
You are responsible for maintaining a valid email address and monitoring communications.
The Company is not responsible for failure of notices caused by incorrect contact information, spam filters, email blocking, or failure to monitor communications.
Evidence and Records
You agree that the Company’s records may be used as evidence of:
(a) Account creation;
(b) acceptance of Terms;
(c) Order placement;
(d) payment authorization;
(e) checkout selections;
(f) purchaser classification;
(g) communications;
(h) delivery information;
(i) support requests;
(j) chargeback activity; and
(k) enforcement decisions.
Such records may include logs, timestamps, IP addresses, browser data, device data, account data, email records, Stripe records, shipping records, support records, and internal transaction records.
Nothing in this section limits mandatory evidentiary rules that may apply.
Dispute Resolution: Informal Resolution
Before commencing arbitration or court proceedings, a party shall provide written notice of the dispute to the other party, describing the nature of the dispute, relevant facts, and requested relief.
The parties shall attempt in good faith to resolve the dispute within 30 days after receipt of notice.
This informal resolution process does not prevent either party from seeking urgent interim or injunctive relief.
Governing Law
These Terms and any dispute arising out of or in connection with them, the Service, Products, Orders, payment, delivery, use, or any related transaction shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict-of-law rules.
Where you are a Consumer, you may have mandatory rights under the laws of your country of residence. Nothing in these Terms excludes such rights to the extent they cannot lawfully be excluded.
Arbitration
Subject to the informal resolution process and the right to seek interim relief, any dispute arising out of or in connection with these Terms, the Service, Products, Orders, payment, delivery, use, or any related transaction shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules in force at the time the arbitration is commenced.
The seat of arbitration shall be Singapore.
The tribunal shall consist of one arbitrator, unless the parties agree otherwise or SIAC determines otherwise.
The language of arbitration shall be English.
The arbitration shall be confidential to the fullest extent permitted by law.
Judgment on the arbitral award may be entered and enforced in any court of competent jurisdiction.
Nothing in this section prevents either party from seeking interim, conservatory, injunctive, or equitable relief from the courts of Singapore or any other court of competent jurisdiction.
For Consumers, this arbitration clause applies only to the extent permitted by applicable Consumer Law.
Class, Representative, and Consolidated Proceedings
To the fullest extent permitted by applicable law, disputes shall be resolved on an individual basis.
No party shall bring or participate in any class, collective, representative, consolidated, private attorney general, group, or mass proceeding against the other party except to the extent such waiver is prohibited by applicable law.
Where a class, collective, representative, or consolidated waiver is not enforceable under applicable law, the unenforceable portion shall be severed and the remaining dispute-resolution provisions shall continue to apply to the maximum extent permitted.
For Consumers, this section applies only to the extent permitted by applicable Consumer Law.
Injunctive and Equitable Relief
You acknowledge that breach of provisions relating to intellectual property, reverse engineering, proxy purchasing, unauthorized resale, export controls, confidentiality, system misuse, or restricted access may cause irreparable harm.
The Company may seek injunctive, equitable, interim, or conservatory relief without proving actual damages or posting bond, to the extent permitted by law.
Such relief may be sought in Singapore courts or any court of competent jurisdiction.
Severability
If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable.
If modification is not possible, the provision shall be severed.
The remaining provisions shall remain in full force and effect.
Assignment
You may not assign, transfer, delegate, subcontract, or otherwise dispose of any rights or obligations under these Terms without the Company’s prior written consent.
Any attempted assignment without consent is void.
The Company may assign, transfer, subcontract, delegate, or novate its rights or obligations under these Terms to any affiliate, successor, acquirer, purchaser of assets, business partner, fulfillment provider, or other third party.
These Terms bind and benefit permitted successors and assigns.
No Waiver
No failure or delay by the Company in exercising any right, power, or remedy constitutes a waiver.
No waiver is effective unless in writing.
A waiver of one breach does not waive any other breach.
Third-Party Rights
Except as expressly stated, no person who is not a party to these Terms shall have any right to enforce any provision under the Contracts (Rights of Third Parties) Act 2001 of Singapore or otherwise.
The Company’s officers, directors, employees, contractors, agents, suppliers, licensors, distributors, fulfillment partners, payment processors, and affiliates may rely on limitations, disclaimers, indemnities, and protections intended for their benefit.
Relationship of Parties
Nothing in these Terms creates any partnership, joint venture, agency, franchise, fiduciary relationship, employment relationship, distributorship, reseller appointment, or representative authority.
You shall not represent that you are authorized to bind or represent the Company unless expressly authorized in writing.
Entire Agreement
These Terms, together with any incorporated policies, product-specific terms, order confirmations, invoices, warranty terms, privacy policy, and written terms expressly issued by the Company, constitute the entire agreement between you and the Company concerning the Service and Products.
They supersede all prior or contemporaneous communications, understandings, representations, negotiations, and agreements concerning the same subject matter.
You acknowledge that you have not relied on any statement, representation, promise, or assurance not expressly set out in these Terms or written materials issued by the Company.
Nothing in this section excludes liability for fraud.
Contact Information
For legal notices, Terms inquiries, or dispute notices:
exA-Arcadia PTE. LTD.
Singapore
Email: legal at exa.ac