This agreement is entered into between Integrated Software Engineering Pte Ltd   (hereinafter referred to as "ISE") and the Individual and/or Company who registered  with "SMECentral.com" as a paid or free member  (hereinafter referred to as "Customer") to use of the "SMECentral" services under the terms and conditions set forth herein. 

For Customers who sign up online, this agreement shall be for a period of one year from the date of registration and will expire each successive year thereafter on the anniversary date, unless renewed by the "Customer" via the renewal process.

For Customers who sign up offline, through a business partner or directly with "ISE", this agreement shall be for a period of one year from the date of registration or for a period agreed upon and will expire at the end of the agreed period, unless renewed by the "Customer" via the renewal process online or offline.


Ownership

"ISE" is the owner and developer of SMECentral.com (hereinafter referred to as "SMECentral"). Title to and ownership of the "SMECentral", including the source codes, databases and information contained therein shall remain exclusively with "ISE" at all times. You have no right to copy, display or modify materials. SMECentral may at any time, without notice to, or permission from , you or any third party.


Services

"SMECentral" services are provided by "ISE" on an As-is basis. You understand and agree that the collection or use of your personal information by third parties shall be governed by any agreement or privacy policy in effect between you and such third parties, if any and "ISE" shall have no liability whatsoever for any such collection or use.

Refusal of Service
              
"ISE" shall have the right to refuse to provide "SMECentral" services to Customers because of misuse, spamming, or for any other reasonable business reason.            
           
"ISE" reserves the right to provide the "SMECentral" services on any server owned and/or hosted by any web hosting company.

"ISE" reserves the right to revise, add, remove, suspend, discontinue and/or modify any aspect of the "SMECentral" services including its features, specifications, capabilities, functions and other characteristics without prior written notice to the "Customer".

The "SMECentral" services may contain Affiliate links to various internet applications. "Customer" shall have no right to request the removal or addition of such link.


Termination of Agreement

"ISE" reserves the right to immediately suspend the Customer"s use of the "SMECentral" services should the "Customer" fail to comply with the Terms and Conditions as agreed in this agreement.

"ISE" reserves the right to immediately suspend the Customer"s use of the "SMECentral" services should the "Customer" fail to renew the annual license fee upon the expiration of the term of agreement.

"ISE" reserves the right to amend its agreement with the "Customer", and if such amendments adversely impact Customer"s ability to conduct business for, through or in relation to the "SMECentral", "Customer" shall be free to terminate or cancel this agreement. Cancellation or termination of this agreement shall be the Customer"s sole remedy and the "Customer" shall be entitled to no refund of any kind or nature for any unused term of this agreement. "Customer" waives all rights to claim or request of such refund.

Upon the termination or expiry of the agreement", "ISE" reserves the right to delete from server(s) all information contained in such "SMECentral" Service, including, but not limited to, order processing information, mailing lists (whether email or otherwise), and Affiliate reports.

Customer's Responsibility

"Customer" agrees to provide true, accurate, current, and complete information as prompted by the "SMECentral" registration form and maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

"Customer" agrees to use the "SMECentral" services for the purpose of the Government approved business transactions. 

"Customer" agrees that the "SMECentral" services will not be misused.

Customer Obligations and Conduct

"Customer" acknowledges and agrees that termination of the "SMECentral" under any provision of this agreement may be effected without prior notice, and acknowledges and agrees that "ISE" may immediately deactivate or delete any offending services and all related information and files in its servers and/or database and/or may bar any further access to such files or databases. Further, Customer agrees that "ISE" shall not be liable to "Customer" or any third party for termination of "Customer" access to the "ESP. 

"Customer" represents and warrants that it will not engage in any activities related to the "SMECentral" that  :-

(a) defame, impersonate, invade the privacy, or infringe upon the rights of any third party or entity, including but not limited to the intellectual property, business, contractual or fiduciary rights of others;

(b) are in any way connected with any unethical marketing practices, including, but not limited to the transmission of "spam" (the unsolicited mass distribution of email, and/or with a fake return address, or as defined in present or future laws). "ISE" reserves the right to apply a penalty to Customer's account a penalty amount for spamming occurring within its "SMECentral", with no maximum amount based on the damages suffered that jeopardizes "ISE"'s operations of which "Customer" will be subjected to. Any Mall owner who promotes itself by spamming will have such "SMECentral" shut down immediately; or

(c) engage in the sale of illegal or harmful goods, services or activities.

ISE" maintains information about "Customers" on its servers, including but not limited to identifying information, customer order information, sales information and hit counts. "Customer" agrees that "ISE"
may disclose to third parties aggregate information contained in Customer Registration Data or related data, provided that, such information will NOT include personally identifying information to anyone other than the company. Except in order to:-

(a) comply with the law or legal process;
(b) enforce this Agreement;
(c) respond to claims that the ReSeller or its Customers is engaged in activities that violate the rights of
     third parties; or
(d) protect the rights of the Company Service or others.

Mall Services

"Customer" understands that in order to utilize the "SMECentral" that :-

(a) web-browsing software and access to the World Wide Web are necessary, either directly or through that access web-based content; and

(b) "ISE" shall not be responsible for the payment of such service fees and/or charges related thereto, but not limited to obtaining or maintaining all telephone, computer hardware and other equipment needed for access to the "SMECentral" and do not commit to support any particular browsing platform.

(c) In the case where "Customer" is using its own Electronic Payment Gateway account, all money transacted via the "SMECentral" are done directly between the "Customer" and its Buyers. "ISE" will not be responsible for any default payment by its Buyers and/or any charge Back from the Credit Card Company for whatever reason.

(d) In the case where "Customer" is using ISE's Electronic Payment Gateway account, all money transacted via the "SMECentral" are done via ISE which will behave as a money collection agent for the Customer.  "ISE" will only pay to the Customer upon receiving the payment from the Credit Card Company after deducting the commission. The Customer is responsible for any default payment by its Buyers and any charge Back from the Credit Card Company for whatever reason. The "Customer" will refund to "ISE" whatever amount charged back by the Credit Card Company if the said amounts had been previously paid to the "Customer" irregardless of when the charge back occurred.
                       

Limited License

"Customer" acknowledges and agrees that wrongful use, in whole or in part, other than viewing, browsing and use as intended in the spirit of this agreement, is prohibited, without first obtaining "ISE" written consent, including, but not limited to:-

(a) developing hidden pages or images, forging headers or otherwise manipulating identifiers in order to disguise the origin of any content transmitted through the "SMECentral";

(b) interfering with, or disrupting the "SMECentral" services or networks connected to the "SMECentral" Service;

(c) interfering with the design or operation of any element on the "SMECentral", including, but not limited to, toolbars, watermarks, logos or advertising banners;

(d) modification, authoring, reproduction, creation of derivative works from, decompiling from object code to source code, cross-compiling, reverse engineering, reverse assembling or otherwise attempting to discover any source code, mirroring or exploiting any portion of the "SMECentral";

(e) copying or attempting to copy the "SMECentral" service; or 

(f) gaining or attempting to gain unauthorized access  to any servers controlled by "ISE".


Disclaimer of Warranties

"Customer" expressly understands and agrees that:

(a) "ISE" expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement;

(b) the use of this service is strictly at the Customer's sole risk and that "ISE" make no representations or warranties that :-

         i)  the Service will meet the Customer's requirements,
       (ii)  the quality of any products or services, information, or other material purchased or obtained by 
             the Customer through the service will meet your expectations, and
      (iii)  the service will be uninterrupted, timely, secure, or error-free,
      (iv)  the results that may be obtained from the use of the service will be accurate or reliable,
      (v)  any errors in the software will be corrected,
      (vi)  the security mechanism incorporated in the software will not have inherent limitations, or 
     (vii)  the service will not have any typographical, technical or other errors.
            

"Customer" acknowledges and agrees that any material and/or data downloaded or otherwise obtained through the use of the "SMECentral" service is done at the Customer's discretion and risk and that the "Customer" will be solely responsible for any damages to its computer system or loss of data that results from the download of any material or data.
            
"Customer" further acknowledges and agrees that the majority of the "Affiliate" links in the "SMECentral" lead to web sites maintained by individuals or organizations other than "ISE", over whom "ISE" have no control.
These "Affiliate" links are added as a convenience to the "Customer", and the inclusion of any link does not imply an endorsement by "ISE" of the "Affiliate" linked sites, their content or their owners. "ISE" make no representations whatsoever about the "Affiliate" web sites that "Customer" may access through the service, although "ISE" will use reasonable precautions and efforts to attempt to ensure that the service is "Friendly" and that the "Affiliate" Stores are free of hard-core pornography, liquor, tobacco or on-line gambling, although "ISE" do no warranty that the "SMECentral" are free of such.

Each party recognizes and agrees that the disclaimers and limitations in this agreement are material, are bargained for, are for the benefit of "ISE", and that Customer has taken these into account and are reflected in the consideration to be given to each party under this agreement and in the decision by each party to enter into this agreement.
            
Some jurisdictions do not allow the exclusion of warranties or liabilities as provided above. Accordingly, some of these exclusions may not apply to the "Customer".

Force Majeure
              
"ISE" shall not be liable to the "Customer" for any loss, expense or cost incurred by "Customer" resulting from the failure for not able to provide "SMECentral" services due to causes beyond the reasonable control by "ISE", including but not limited to war, fire, explosions, strikes, acts of God, power failures, government priorities, labor stoppages, ill or absent employees, supplier failure or delay, civil disorder, computer hacking or attacks or breakdown or malfunction of utilities, communication systems, machinery, computers, transportation 
facilities or other equipment of any nature. 

Limited Liability

"ISE"'s entire liability and "Customer"'s exclusive remedy for damages from any cause whatsoever shall be limited to the most recent annual amount paid to "ISE" by the "Customer" and shall not include or extend any claims for or right to recover any damages including but not limited to, loss of profit, loss of data or loss of business information arising from the cause of or inability to use the "SMECentral" services.

"ISE" and their subsidiaries, affiliates, officers, directors, shareholders, employees and agents shall not be liable under any circumstances or legal theories whatsoever, for any loss of business, profits, goodwill or anticipated benefits, loss of use or data, interruption of business, or for any indirect, special, incidental or consequential damages of any character even if "ISE" is aware of the risk of such damages, that result from errors, defects, tort, omissions, delays in operation or transmission, or another failure of performance of the "SMECentral".


Compliance to Local Law

The "SMECentral" is provided for persons eighteen (18) years of age or older. Customer is responsible for compliance with all applicable local laws regarding such access.
            

Governing Law

Any controversy of claim between the parties hereto arising out of the Agreement shall be settled by arbitration in Singapore before a single impartial arbitrator under the Arbitration Court of Singapore.


Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof and supercedes all proposals, oral or written, all previous negotiation and all other communications between the parties with respect to the subject matter thereof. No modification, alteration or waiver of any provision herein contained shall be binding on the parties hereto unless evidenced by a written amendment signed by duly authorized representatives of both parties. Any terms or conditions of any purchase order or other instrument issued by the Customer which are in addition to or inconsistent with the terms and conditions of this Agreement shall not be binding on ISE.