1.5 UTU shall have the right (but not the obligation) to introduce new products, services, applications, programmes, functions and/or features (collectively “New Services”) to the UTU App and/or UTU Website from time to time. The term “UTU App” and/or “UTU Website” shall include New Services which are provided through the UTU App and/or UTU Website respectively at no charge or at a fee unless otherwise indicated. All New Services shall be governed by these Terms and may be subject to Additional Terms which you shall be required to agree to before accessing and/or using such New Services.
2. DEFINITIONS AND INTERPRETATION
2.1 For the purposes of these Terms, unless the subject or context otherwise requires, the following words and expressions shall have the meanings set out hereinafter:
“Communications” means any information, data, instructions or communication;
“Content” means information and/or any other material (including data, databases, text, graphics, photographs, animations, audio, music, video, links or other content) provided or made available through the UTU App and/or UTU Website;
“Member Materials” means any information, text, graphics, photographs and/or other materials or content uploaded by UTU Members for inclusion in his/her user profile on the UTU App;
“Password” means the valid password that a UTU Member uses in conjunction with the Username to access the password-protected and/or secure areas of the UTU App and/or UTU Website;
“Personal Data” means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which UTU has or is likely to have access, including data in UTU’s records as may be updated from time to time;
“Prescribed Equipment” means the tablets and mobile devices on which the UTU App may be used;
“Qualifying Card” means any credit or charge card scheme, association or network or electronic wallet as may be approved by UTU from time to time;
“Qualifying Purchase” means any Transaction which is for the time being recognised by UTU as a transaction in respect of which UTU Points may be issued;
“Redemption Transaction” means any Transaction which is for the time being recognised by UTU as a transaction in respect of which UTU Points may be redeemed;
“Registered Card” in relation to any UTU Member, means any Qualifying Card (i) which is issued to such UTU Member and on which such UTU Member’s name is imprinted, and (ii) which is for the time being recognised by UTU as registered to be used by such UTU Member for the purposes of the UTU Loyalty and Rewards Programme;
“Registration Details” has the meaning set out in Clause 12.1 below;
“Third Party Service Provider” means a party other than UTU and/or any of its related corporations which provides any function or service accessible through or on the UTU App and/or UTU Website;
“Transaction” means any payment for any goods and/or services procured from and/or charges of a UTU Merchant effected by a UTU Member using any Registered Card, which has not been reversed, voided or aborted;
“Username” means the unique login identification name or code which identifies a UTU Member;
“UTU” or “we”, “our” or “us” means UTU Pte. Ltd.;
“UTU App” means the application or software known as UTU Rewards (or such other name as may be prescribed by the Company from time to time), the Content, and the services and functions made available thereunder by or on behalf of UTU (but shall not include the services and functions provided by Third Party Service Providers);
“UTU Conversion Partner” means a person who is for the time being recognised by UTU as a “Conversion Partner” or a “Bank Partner” for the purposes of the UTU Loyalty and Rewards Programme;
“UTU Conversion Partner Points” in relation to a UTU Conversion Partner, means the units under the rewards programme that is owned, operated and/or administered by such UTU Conversion Partner or its related corporations;
“UTU Indemnitees” has the meaning set out in Clause 15.4 below;
“UTU Loyalty and Rewards Programme” means the rewards programme known as “UTU Loyalty and Rewards Programme” that, inter alia, confers benefits and privileges on persons who are for the time being recognised by UTU as a customer who is entitled to participate in such programme;
“UTU Member” means any person who is for the time being recognised by UTU as a customer entitled to participate in the UTU Loyalty and Rewards Programme;
“UTU Member Account” means the member account held in the name of the UTU Member under the UTU Loyalty and Rewards Programme;
“UTU Merchant” means a person who is for the time being recognised by UTU as a “Merchant” for the purposes of the UTU Loyalty and Rewards Programme;
“UTU Partners” means the UTU Merchants, UTU Conversion Partners and such other merchants, distributors, banks, charities or organisations which UTU may for the time being recognise as “UTU Partners” under the UTU Loyalty and Rewards Programme, and “UTU Partner” means any of them;
“UTU Points” means the units under the UTU Loyalty and Rewards Programme, which are issued by or on behalf of UTU to UTU Members;
“UTU Website” means the website operated and/or owned by UTU or a related corporation of UTU and which is presently accessible at www.utu.global (or at such other successor or replacement location as may be prescribed by UTU from time to time), the Content, and the services and functions made available thereunder by or on behalf of UTU (but shall not include the services and functions provided by Third Party Service Providers);
“UTUCashBack” in relation to a Redemption Transaction, means the amount to be credited into the relevant UTU Member’s designated Registered Card for such Redemption Transaction;
“Visitor” or “you”, “your” or “yours” means a person who, or a person whose agent, accesses and/or uses the UTU App and/or UTU Website.
2.2 Any reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. In these Terms, (i) whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”, (ii) clause headings are inserted for convenience only and shall not affect the interpretation of these Terms, (iii) words importing the singular only shall also include the plural and vice versa where the context requires, and (iv) references to persons include bodies incorporated or unincorporated, including partnerships and their successors and assigns.
3.1 To use the UTU App and/or UTU Website, you must (i) be an individual natural person who is twenty (20) years of age and above, and (ii) satisfy such other requirements as may be imposed by UTU from time to time, including but not limited to being the lawful holder of a Qualifying Card. You represent that you are of legal age and have the legal capacity to form a binding contract and are not and will not be barred from accessing and/or using the UTU App and/or UTU Website under the laws of the applicable country in which you are so accessing and/or using the UTU App and/or UTU Website. If you are under twenty (20) years old, you may use the UTU App and/or UTU Website only with the involvement of a parent or guardian.
3.2 The UTU Loyalty and Rewards Programme is only limited to individual membership, and each individual natural person is entitled to only one UTU Member Account. No corporations, trusts, partnerships or other bodies or entities can be enrolled as a UTU Member.
3.3 Your access to certain parts of the UTU App and/or UTU Website may be restricted until you meet certain requirements as may be imposed by UTU from time to time such as, but not limited to, registering a Qualifying Card in connection with your UTU Member Account. Without prejudice to the foregoing, access to and use of password-protected and/or secure areas of the UTU App and/or UTU Website are restricted to UTU Members only and the content therein is confidential and may not be shared without our prior written consent. You may not obtain or attempt to obtain unauthorised access to such parts of the UTU App and/or UTU Website, or to any other protected information, through any means not intentionally made available by us for your specific use.
3.4 To earn UTU Points, you must identify to the UTU Merchant that you are a UTU Member at the point of purchase. Otherwise, once the transaction has been processed by the UTU Merchant, you may not be able to claim any UTU Points on that transaction.
4. UTU MEMBER ACCOUNT
4.1 There are currently two different classifications of UTU Member Accounts: (i) local UTU Member Account, and (ii) traveler UTU Member Account. UTU may from time to time amend the classifications of UTU Member Accounts and the terms relating to each such classification. UTU also reserves the right to re-classify a UTU Member Account from one classification to another at its sole discretion.
4.2 The number of UTU Points earned, used, transferred or converted by a UTU Member whose UTU Member Account is classified as a local UTU Member Account will be calculated based on and denominated in the local currency of the country in which the UTU Member is resident.
4.3 The number of UTU Points earned, used, transferred or converted by a UTU Member whose UTU Member Account is classified as a traveler UTU Member Account will be calculated based on and denominated in United States dollars.
5. EARNING POINTS
5.1 You may earn UTU Points by using Registered Cards at participating UTU Partners or through successfully performing certain tasks or actions in connection with certain targeted promotions on or via the UTU App, in each case in accordance with the terms set by UTU and/or the relevant UTU Partner(s). There may be additional terms and conditions attached to offers or promotions which must be complied with before UTU Points will be credited to your UTU Member Account.
5.2 The actual number of UTU Points which may be earned by a UTU Member pursuant to Clause 5.1 may vary depending on various factors, such as the terms of the arrangement(s) between UTU and the relevant UTU Merchant, and the location of the UTU Member and/or UTU Merchant.
5.3 Any and all goods, services, benefits and/or rewards provided or to be provided to you in respect of which UTU Points are issued or to be issued to you, are provided or to be provided by the relevant UTU Partner. UTU is not involved in and shall not be held responsible for the provision of any such goods, services, benefits and/or rewards. You shall address and/or resolve any question, dispute or claim relating to any such goods, services, benefits and/or rewards directly to and/or with the UTU Partner from whom such goods, services, benefits and/or rewards were obtained. UTU shall not be liable for any claim, demand, loss, cost, expense or liability of any kind (whether direct, indirect, special, consequential or otherwise), which may be suffered or incurred by you or any person in connection with any goods, services, benefits and/or rewards provided or to be provided by a UTU Partner (including for any defect, damage, disruption, failure and/or unavailability), or any act or omission by a UTU Partner.
5.4 UTU Points may not be issued immediately upon a Qualifying Purchase being completed, or upon the successful performance of the requisite tasks or actions. UTU shall not be liable for any claim, demand, loss, cost, expense or liability of any kind (whether direct, indirect, special, consequential or otherwise) which may be suffered or incurred by any person in connection with the relevant UTU Partner ceasing to carry on business or ceasing to be recognised as a UTU Partner by UTU for any reason before the relevant UTU Points are issued to such person and credited to such person’s UTU Member Account.
5.5 Where any Qualifying Purchase is reversed, voided or aborted, the UTU Points awarded in respect of such Qualifying Purchase may be cancelled and deducted from each UTU Member’s UTU Member Account. In the event that the cancelled UTU Points have already been redeemed, converted or transferred when such Qualifying Purchase is reversed, voided or aborted, UTU reserves the right to charge the equivalent cash value of such UTU Points to the Registered Card with which such Qualifying Purchase was effected.
6. REDEEMING POINTS AND THE UTU CASHBACK PROCESS
6.1 A UTU Member may use any or all of the UTU Points for the time being standing to the account of such UTU Member by redeeming the value of such Point(s) in accordance with the provisions of this Clause 6.
6.2 A UTU Member may from time to time elect to redeem the value of UTU Points in respect of a Redemption Transaction by submitting a request through the UTU App. Such request shall be in such form and shall be made in accordance with such procedures as UTU may from time to time specify. Once a UTU Member has submitted such a request, it cannot be cancelled, modified or withdrawn.
6.3 The number of UTU Points available for redemption against a Redemption Transaction will be automatically calculated by UTU and notified to the relevant UTU Member via the UTU App. The maximum number of UTU Points available for redemption in respect of each Redemption Transaction shall be capped at the value of such Redemption Transaction.
6.4 If a UTU Member does not submit a request to UTU to redeem the value of UTU Points in respect of a particular Redemption Transaction, such UTU Member will not be able to do so once a subsequent Redemption Transaction is made.
6.5 A UTUCashBack will only be automatically triggered and processing will only commence in the beginning of the following month when the cumulative redeemed UTU Points on a UTU Member Account at the end of that month is equal to or is more than 1000 UTU Points or such other number of points as UTU may determine in its sole discretion (the “UTUCashBack Threshold”). The cumulative redeemed UTU Points counter will be automatically “reset” to zero after each UTUCashBack is triggered. Where a UTUCashBack is has not been triggered, any redeemed UTU Points on the UTU Member Account will continue to accumulate into the next calendar month until the UTUCashBank Threshold is reached.
6.6 Once processing has been completed as provided in Clause 6.5 & above, the UTUCashBack (if any) will be credited to the Registered Card specified by the UTU Member, subject to any limits as may be imposed by law or the relevant card association.
6.7 UTU reserves the right to restrict UTUCashBacks only to Qualifying Cards issued by specific card associations. UTU shall not be obliged to credit any UTUCashBack amount if the Registered Card selected for UTUCashBack is not a Qualifying Card or specified Qualifying Card for such purposes.
6.8 If for any reason UTU is unable to credit a UTUCashBack, the number of UTU Points redeemed in respect of such UTUCashBack will be credited back to the relevant UTU Member Account as earned, but not redeemed, UTU Points.
7. CONVERTING POINTS
7.1 A UTU Member, who is a validly existing participant of a UTU Conversion Partner’s rewards and/or loyalty programme, may submit a request via the UTU App to convert any or all of the UTU Points for the time being standing to the credit of such UTU Member to UTU Conversion Partner Points and in the case of certain UTU Conversion Partners, vice versa. Once a UTU Member has submitted a conversion request, it cannot be cancelled, modified or withdrawn.
7.2 The rate at which UTU Points may be converted to UTU Conversion Partner Points or vice versa pursuant to Clause 7.1 may vary and may be subject to such limits and additional terms as may be notified via the UTU App and/or by the relevant UTU Conversion Partner.
7.3 A UTU Member may only convert his/her UTU Points to UTU Conversion Partner Points that are strictly for his/her own membership account with the relevant UTU Conversion Partner, and vice versa.
7.4 The timing within which the converted points are credited either in the UTU Member Account or the UTU Member’s UTU Conversion Partner Account (as the case may be) may vary from UTU Conversion Partner to UTU Conversion Partner. Notwithstanding anything stated herein, UTU will not be liable for any delay in such crediting process administered by the UTU Conversion Partner for any reason whatsoever.
7.5 UTU shall not be responsible for any fraudulent, irregular or unsuccessful conversions. Where there is an unsuccessful conversion (of UTU Points into UTU Conversion Partner Points or vice versa), UTU may reinstate or deduct UTU Points to or from the relevant UTU Member’s UTU Member Account.
7.6 UTU will not be responsible or liable for any unsuccessful conversion (whether in whole or in part) resulting from the actions of a UTU Conversion Partner (including any amendments made by a UTU Conversion Partner to the terms and conditions of its rewards and/or loyalty programme) or from inaccurate personal information provided by a UTU Member under his or her UTU Member Account. Each UTU Member is responsible for providing his or her correct and valid membership account number with a UTU Conversion Partner that bears his or her own name.
7.7 The use of UTU Conversion Partner Points after a conversion will be governed by the terms and conditions of the relevant UTU Conversion Partner’s rewards and/or loyalty programme. UTU Points that are converted to UTU Conversion Partner Points will no longer be the liability of UTU and will not be governed under these Terms.
7.8 No conversion will take place if there are insufficient UTU Points in the UTU Member Account to meet any request for conversion as referred to in Clause 7.1 above.
7.9 A UTU Conversion Partner’s participation in the UTU Loyalty and Rewards Programme is subject to change without notice.
8. TRANSFERRING POINTS
8.1 A UTU Member (“Transferor”) may transfer all or any of the UTU Point(s) for the time being standing to the credit of the Transferor to another existing UTU Member (“Transferee”) by submitting a request through the UTU App. Such request shall be in such form and shall be made in accordance with such procedures as UTU may from time to time specify. Once a UTU Member has submitted such a request, it cannot be cancelled, modified or withdrawn.
8.2 If UTU accepts such request, UTU will credit such number of UTU Point(s) specified by the Transferor in such request to the account of the Transferee, and deduct such number of UTU Point(s) from the account of the Transferor.
8.3 UTU shall not be responsible for any fraudulent, illegal or irregular transfers. In such an event, UTU reserves the right to either reinstate or deduct the relevant UTU Points to or from the relevant UTU Member’s UTU Member Account or where the UTU Points have been utilized, the right to charge the relevant UTU Member for the value of the UTU Points fraudulently, illegally or irregularly transferred.
8.4 Where the UTU Member transferring the UTU Points and the UTU Member receiving the UTU Points are not both holding the same classification of UTU Member Accounts (i.e., either both local UTU Member Accounts or both traveler UTU Member Accounts), the UTU Member receiving the UTU Points may not receive the same number of UTU Points as that transferred by the other UTU Member.
9. REFUNDS AND EXPIRED POINTS
9.1 A UTU Member shall not be entitled to the refund of the value of any UTU Point which (i) has been used or transferred by such UTU Member, (ii) has for any reason been deducted from the account of such UTU Member, or (iii) has expired.
9.2 Each UTU Point shall expire at the end of the fourth calendar quarter from the date of its issuance. All expired and unused UTU Points shall be automatically cancelled and deducted from each UTU Member’s UTU Member Account. Such expired UTU Points shall not thereafter be available for use by the UTU Member or be reinstated.
10. GENERAL TERMS RELATING TO ACCESS AND USE
10.1 Compliance with guidelines: You agree to comply with our notices, instructions, guidelines and operating rules and policies pertaining to the access and/or use of the UTU App and/or UTU Website which UTU issues from time to time, which may be notified to you via the UTU App and/or UTU Website or otherwise.
10.2 Restricted activities: You agree not to (i) send, distribute or upload, in any way, data or materials which contain viruses or other malicious, destructive or corrupting code, agent, program or macros that may impair or damage the operation of another’s computer or equipment or that may corrupt the data contained in or interfere with the operation of the UTU App and/or UTU Website, (ii) post, promote or transmit through the UTU App and/or UTU Website any unlawful, harassing, libelous, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature, and (iii) use the UTU App and/or UTU Website other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws, statutes, and regulations.
10.3 Availability of UTU App and/or UTU Website: UTU may from time to time without giving any reason or prior notice, upgrade, modify, alter, suspend, discontinue the provision of or remove the UTU App and/or UTU Website (or any part thereof).
10.4 You understand that the technical processing and transmission of the UTU App and/or UTU Website may involve (i) transmissions over various networks, and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
10.5 You understand that the UTU App and/or UTU Website may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by UTU and/or Third Party Service Providers. You may not attempt to override or circumvent any of the usage rules embedded into the UTU App and/or UTU Website.
10.6 You agree and acknowledge that these Terms and the services provided or made available thereunder do not include the provision of Internet access or other telecommunication services by UTU. Any Internet access or telecommunications services (such as mobile data connectivity) required by you to access and use the UTU App and/or UTU Website shall be your sole responsibility and shall be separately obtained by you, at their own cost, from the appropriate telecommunications or internet access service provider.
11. MOBILE SERVICE
11.1 You are required to use the latest iOS or Android versions of the UTU App in order to use the mobile service provided by UTU. UTU is not responsible for or obliged to (i) support any devices that do not meet these standards, or (ii) provide any adaptations, enhancements and/or modifications to the UTU App, including any updates, patches, bug-fixes and/or upgrades to the UTU App or any new versions and/or releases of the UTU App which incorporate new features or functions.
11.2 Mobile application licence: The UTU App is proprietary to UTU and must not be used other than strictly in accordance with these Terms. UTU hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the UTU App downloaded directly from the official channels approved by us from time to time (such as the Apple App Store and the Google Play Store), on a single personal Prescribed Equipment, solely in object code format and solely for your personal use for lawful purposes, in the manner permitted by and subject always to these Terms. UTU reserves all rights not granted hereunder. You agree not to (i) reproduce, copy, modify, adapt, translate, publish, display, communicate, transmit, broadcast, distribute, sell, resell, assign, license, rent, lease, lend, export, offer on a “pay-per-use” basis, trade, exploit or use the UTU App or any part thereof, in any form, by any means, for any commercial or other purposes, (ii) adapt, modify, decompile, disassemble, localise, port or reverse-engineer the UTU App or any part thereof, (iii) remove, obscure or destroy any copyright, trade secret, proprietary or confidential legends or marking of UTU placed upon or contained within the UTU App or any part thereof, (iv) prepare or develop derivative works based on the UTU App or any part thereof, (v) use the UTU App on any hardware, machine or equipment other than the Prescribed Equipment for any purpose other than those permitted under these Terms, and/or (vi) remove, extract, download or copy any software, firmware, program and/or any code of any kind which have been embedded and/or incorporated into the hardware, devices and/or equipment comprised in the Prescribed Equipment.
11.3 Open Source Licences: With respect to any open source or third party software or code that may be incorporated in the UTU App, such open source or third party software or code is covered by the applicable open source or third party licence, if any, authorising and/or controlling your use of such software or code. You agree to use the UTU App in accordance with the applicable open source or third party licence, each of which shall constitute a licence solely between you and the applicable licensor.
11.4 Without prejudice to Clause 20 below, any breach of the aforesaid restrictions shall result in immediate and automatic termination of all rights and licences granted hereunder. The use restrictions set out herein shall survive the termination of these Terms.
11.5 Mobile Data: You acknowledge and agree that your use of any mobile services such as data when using our UTU App may entail additional charges with your respective mobile service providers and you shall be responsible for such charges (where applicable).
12. YOUR REGISTRATION OBLIGATIONS
12.1 If you request to create an account with us or to sign in to the UTU App via a third party social media account you own or operate, you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the registration form in the UTU App (the “Registration Details”), and (ii) maintain and promptly update the Registration Details to keep them true, accurate, current and complete.
13. MEMBER ACCOUNT, PASSWORD AND SECURITY
13.1 UTU Member Account: Upon registration, the UTU App will generate a Username and Password or utilise the log-in service of a partner service which we accept as satisfactory for registration to complete your registration process (e.g., Facebook). Each Username and Password is for the UTU Member’s personal use only and may not be transferred to any other person. Each UTU Member is responsible for maintaining the confidentiality of his or her Username and Password and security of his or her UTU Member Account and shall be liable for any disclosure or use (whether such use is authorised or not) of the Username and Password and/or UTU Member Account, including being fully responsible for all activities that occur under his or her Username and Password and/or UTU Member Account. Each UTU Member agrees to:
i. immediately notify UTU if he or she has knowledge that or has reason for suspecting that the confidentiality of the Username and Password has been compromised or if there has been any unauthorised use of his or her Username and Password and/or UTU Member Account or any other breach of security;
ii. ensure that he or she exits from his or her UTU Member Account at the end of each session; and
iii. maintain and promptly update the information associated with his or her UTU Member Account (including the Registration Details) to keep them true, accurate, current and complete at all times.
UTU may at any time in its sole discretion forthwith invalidate any Username, Password and/or UTU Member Account without giving any reason or prior notice.
13.2 Purported use/access: Each UTU Member agrees that any use or purported use of or access to or purported access to the UTU App and/or UTU Website and any Communications referable to the Username and Password and/or UTU Member Account (whether such access, use or Communications is authorised or not) shall be deemed to be (i) use of or access to the UTU App and/or UTU Website by such UTU Member, and (ii) Communications carried out, transmitted or validly issued by such UTU Member. Each UTU Member further agrees that he shall be bound by such use, access and/or Communications and that UTU shall be entitled (but not obliged) to act upon, rely on and/or hold such UTU Member solely responsible and liable in respect thereof as if the same were carried out, transmitted or validly issued by such UTU Member.
13.3 You acknowledge, consent and agree that UTU may (i) access, preserve and disclose the information associated with your UTU Member Account if required to do so by applicable laws, statutes and regulations or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (a) comply with applicable laws, statutes and regulations, (b) enforce these Terms and/or any applicable Additional Terms, (c) respond to your requests for customer service, or (d) protect the rights, property or personal safety of UTU, UTU Members, Third Party Service Providers and the public, and (ii) use all information it has access to in relation to your activities on the UTU App and/or UTU Website, without further reference to you.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 Restricted use: All copyright and other intellectual property and proprietary rights in and to the UTU App and/or UTU Website are owned, licensed to or controlled by UTU or the applicable Third Party Service Providers. No part or parts of the UTU App and UTU Website may be copied, reproduced, distributed, modified, reused, re-posted, used, reverse engineered, decompiled, disassembled, separated, altered, republished, displayed, broadcasted, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant copyright owners. Subject to Clause 14.2 below, permission will only be granted to you to download, print or use UTU App and/or UTU Website for personal and non-commercial uses, provided that you retain all copyright and other proprietary notices contained therein.
14.2 Trademarks: All trademarks, service marks, names and logos used in the UTU App and/or UTU Website are owned by or have been licensed to UTU or are used as permitted by applicable laws. Nothing on the UTU App or UTU Website and in these Terms shall be construed as granting, by implication, estoppel, or otherwise, any licence or right to download, reproduce, display or use (including as a meta tag or as a “hot” link to any other website) any such trademarks, service marks, names and logos, without our written permission or any other applicable trademark owner.
15. CONTENT AND TRANSACTIONS WITH THIRD PARTIES
15.1 Member Materials: Each UTU Member (i) is solely responsible for the contents of his or her transmissions or communications through the UTU App and/or UTU Website and acknowledges and agrees that UTU neither endorses nor assumes any responsibility therefor, (ii) warrants and represents that he has the right and authority to submit his or her Member Materials and that his or her Member Materials do not infringe the intellectual property rights or any other rights of any third party, and (iii) grants to UTU a non-exclusive, worldwide, royalty-free, irrevocable licence and right to host, transmit, distribute or use (including the right to copy, reproduce and/or publish) the Member Materials in connection with the provision of the UTU App and/or UTU Website and for the purposes such UTU Member has instructed or requested.
15.2 Advertising: UTU may attach banners, java applets and/or such other materials to the UTU App and/or UTU Website, or include advertising in the Content, for the purposes of advertising UTU’s or the Third Party Service Provider’s products and/or services. Such materials displayed within the UTU App and/or UTU Website may be created by UTU or in partnership with Third Party Service Providers.
15.3 UTU may or may not monitor, pre-screen, screen or otherwise control any activity or Content, but UTU shall have the right (but not the obligation) in its sole discretion to (i) monitor, pre-screen, screen, or otherwise control any activity or Content (including removing, blocking, rejecting or relocating any Member Material or content provided by the Third Party Service Providers made available through the UTU App and/or UTU Website) on or accessible through the UTU App and/or UTU Website, and/or (ii) prevent or restrict your access to or use of the UTU App and/or UTU Website. UTU does not assume responsibility for the Content made available through the UTU App and/or UTU Website. Without prejudice to the generality of the foregoing, content from various sources, including Third Party Service Providers, may be provided or made available either through the UTU App or through a link on the UTU App, and you acknowledge and agree that, without prejudice to Clause 17.1:
i. No control: As UTU has no control over such content, UTU shall not be responsible or liable for (a) such content and the consequences of accessing or using such content, including any errors, delays, omissions, inaccuracies or objectionable content contained therein and any actions taken in reliance thereon, and (b) any content, advertising, product, service, information, data, software or other materials obtained on or available from such content;
ii. No endorsement: Under no circumstances shall it be construed that UTU endorses, sponsors, certifies or verifies (or purports to endorse, sponsor, certify or verify), or is involved in, the provision of (a) any third party products or services accessible on or through the UTU App and/or UTU Website, or (b) any other websites or content which UTU provides hyperlinks to, and you acknowledge and agree that UTU shall not be responsible or liable in any way, directly or indirectly, for (i) any products, services, websites or content provided by any such third party which shall be the sole responsibility of the relevant third party, and (ii) any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any products, services, websites or content provided by any such third party; and
iii. No contract: UTU is not involved in and shall not be required to be a party to any agreements or promises made between you and any third party, and therefore, cannot and do not know if such third party will perform any promise made to you, or if any third party will perform any promise made to you with reasonable care. You acknowledge and agree that you are entering into an agreement solely with such third party, if any. UTU also does not take any responsibility for the quality, safety or legality of the products or services advertised, presented or listed by or on behalf of third parties, the truth or accuracy of any postings, listings, descriptions or images used by third parties to identify or describe their products or services, the ability of third parties to provide the products or services they claim to provide, and UTU cannot and does not know whether any information provided by third parties is accurate, complete, misleading or deceptive.
15.4 General release: Given that UTU is not involved in transactions between you and Third Party Service Providers, or other participant dealings, if a dispute arises between you and a Third Party Service Provider, you shall release UTU, its related corporations and their officers, employees, directors, agents and representatives (collectively, “UTU Indemnitees”) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
You will defend, indemnify and hold harmless each of the UTU Indemnitees from and against any and all liabilities, claims, charges, costs, losses, damages, demands, judgments, settlement sums, penalties, interests and expenses (including reasonable attorneys’ fees) arising out of any Claim (i) by reason of your access and/or use of, and/or UTU making available to you, the UTU App and/or UTU Website, and/or UTU having entered into these Terms with you, UTU’s enforcement of its rights under these Terms, or acting upon any instructions which you may give to UTU or any other UTU Indemnitee via or in relation to the UTU App and/or UTU Website, or any negligence, fraud and/or misconduct on your part, and/or (ii) that arises out of or relates to any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms and the Additional Terms. For the purposes of this Clause 16, “Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person.
17. LIMITATION OF LIABILITY
17.1 Under no circumstances shall any UTU Indemnitee be liable to you, or any other party, in contract, tort (including negligence) or otherwise howsoever, whatever the cause thereof, for any loss of profit, business, contracts, revenues, or anticipated savings or any special, indirect or consequential damage of any nature whatsoever, including that arising directly or indirectly from or in connection with:
i. any access, use or misuse of, or reliance on or inability to access or use (a) the UTU App and/or UTU Website (including by reason of (I) UTU’s closure, suspension, termination or invalidation of the relevant UTU Member Account, (II) UTU’s refusal to permit a UTU Member any and all current of future use of the UTU App and/or UTU Website, and (III) UTU’s upgrade, modification, alteration, suspension, discontinuation of the provision of or removal of the UTU App and/or UTU Website), or (b) any other website or webpage linked to or provided through the UTU App and/or UTU Website;
ii. any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent, program or macro, suspension or termination of the UTU App and/or UTU Website;
iii. any loss of data or interruption in use or availability of data; and
iv. any products, services, information, data, software or other material advertised on, obtained or downloaded from (a) the UTU App and/or UTU Website, (b) any other website linked to or provided through the UTU App and/or UTU Website, or (c) any other party referred to by the UTU App and/or UTU Website or through the use of the UTU App and/or UTU Website, as well as by reason of any information received through or advertised on the UTU App and/or UTU Website.
Such limitation shall apply notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent permitted by law.
17.2 Without limiting the foregoing, under no circumstances shall any UTU Indemnitee be held liable (i) for any delay or failure in performance, or error, interruption or delay in the performance of its obligations or in the UTU App’s operation, or for any inaccuracy, unreliability or unsuitability of the Content, in whole or in part, resulting directly or indirectly from any event, failure, acts of nature, forces, or causes beyond its reasonable control, including network failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or the action or non-performance of third parties, or (ii) for damages arising in connection with the downloading or installation of, or the inability to download or install, the UTU App by you or other third party.
18. DISCLAIMER OF WARRANTIES
18.1 The UTU App and UTU Website are provided on an “as is” and “as available” basis, with no warranties whatsoever. UTU and its officers, employees or agents expressly disclaim to the fullest extent permitted by law all express, implied and statutory warranties, including any warranties:
i. of title, satisfactory quality, freedom from virus or other malicious, destructive or corrupting code, agent, program or macro, merchantability, fitness for a particular purpose and non-infringement of proprietary rights, in conjunction with the UTU App and/or UTU Website or any information and materials provided therein;
ii. on the accuracy, adequacy, completeness, security, reliability, timeliness and performance of the UTU App and/or UTU Website or any information and materials provided therein;
iii. that the UTU App and/or UTU Website will meet your requirements, and/or your use of and/or access to the UTU App and/or UTU Website and/or the operation of the UTU App and/or UTU Website will be uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected;
iv. for content, products or services received through or advertised or featured on the UTU App and/or UTU Website or received from UTU as well as any information received through or provided under the UTU App; and
v. of the security of any information transmitted by or to you using the UTU App and/or UTU Website, and you accept the risk that any information transmitted or received using the UTU App and/or UTU Website may be accessed by unauthorised third parties and/or disclosed by UTU and its officers, employees or agents to third parties purporting to be you or purporting to act under your authority. Transmission over the Internet and e-mail may be subject to interruption, transmission blackout, delayed transmission due to Internet traffic or incorrect data transmission due to the public nature of the Internet.
18.2 You understand and agree that in downloading the UTU App, accessing and using the UTU App and/or UTU Website or otherwise obtaining material or data through the UTU App and/or UTU Website, you are using the UTU App and/or UTU Website at your own discretion and risk and that you will be solely responsible for any damages to your computer or mobile devices including any loss of information or data on your computer or mobile devices.
19. ILLEGAL / PROHIBITED ACTIVITY
19.1 Compliance with laws, fraud and disclosure of information
The UTU App and/or UTU Website may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations in your access and/or use of the UTU App and/or UTU Website. You may not register under a false name or use an invalid or unauthorised payment card, including credit and debit cards. You may not (i) impersonate any person, including any UTU Member, or use another member’s Username and/or Password, or (ii) falsely state or otherwise misrepresent your affiliation with any person. Such conduct or other breach of these Terms may be a violation of the applicable laws, statutes and regulations and UTU reserves the right, but shall not be obliged, to report any activity it suspects to be in violation of any applicable laws, statutes and regulations to the appropriate authorities, and UTU will cooperate to ensure that violators are prosecuted to the fullest extent of the applicable laws, statutes and regulations. In order to cooperate with governmental requests, to protect UTU’s systems and customers, and/or to ensure the integrity and operation of UTU’s business and systems, UTU may access and disclose any information it considers necessary or appropriate, including user contact details, IP addressing and traffic information, usage history, and posted content.
Without prejudice to Clause 15.3 above, UTU has the right (but not the obligation) to monitor, pre-screen, screen or otherwise control any activity and content associated with or available through the UTU App and/or UTU Website and investigate as UTU deems appropriate. UTU may also investigate any reported violation of these Terms, its policies or complaints and take any action that it deems appropriate. Such action may include issuing warnings, suspending or terminating any service, denying access, forfeiting or deducting UTU Points from a UTU Member’s account, charging a UTU Member for any UTU Points that have been fraudulently or illegally obtained and/or removing any materials on any UTU App and/or UTU Website. UTU reserves the right in its sole discretion (and shall not be obliged) to remove, screen, or edit any content that violates these Terms or is otherwise objectionable.
20. BREACH, TERMINATION AND REMOVAL
20.1 We reserve the right to (a) close, suspend, terminate, invalidate or limit your access to, or to refuse to permit you any and all future use of, the UTU App and/or UTU Website and/or all or any of the offerings within the UTU App and/or UTU Website (including deleting your Username and/or Password and all related information, files and content associated with or inside your UTU Member Account (or any part thereof)); (b) forfeit or claw back all or any UTU Points or UTUCashback earned; and (c) charge the value of any UTU Points utilised or UTUCashBack received to a Registered Card, for any reason whatsoever and without giving any reason or prior notice, including but not limited to in the event of any of the following circumstances:
ii. such closure, suspension, termination, invalidation, limitation and/or refusal is required or requested under applicable law, by any regulatory authority and/or by any order of a court of a competent jurisdiction;
iii. there has been no UTU Points collection activity and no redemption of UTU Points for a continuous period of two (2) years;
iv. you request for such closure, suspension, termination, invalidation, limitation and/or refusal;
v. you are found to have more than one UTU Member Account registered in your name;
vi. as result of our investigations we believe the UTU Member Account is not being operated or used in accordance with these Terms;
vii. you provide any information that is untrue, inaccurate, not current or incomplete, or UTU has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete;
viii. you engage or are suspected to be or have engaged in fraudulent or illegal activities;
ix. the discontinuance of or material modifications to the UTU App and/or UTU Website (or any part thereof); and
x. unexpected technical or security issues.
20.2 Upon termination of these Terms for any reason whatsoever, (i) all rights and/or licences granted to you under these Terms shall immediately and automatically cease and terminate, (ii) you shall forthwith cease the access to and use of the UTU App and/or UTU Website in any way whatsoever and uninstall the UTU App (where applicable).
20.3 Termination of these Terms for any reason whatsoever shall not bring to an end your obligations or UTU’s rights under any provisions of these Terms which are meant to survive the termination.
21. MISCELLANEOUS PROVISIONS
21.1 Entire Agreement
These Terms and the documents referred to herein constitute all the terms and conditions agreed upon between you and UTU and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral. Any additional or different terms or conditions in relation to the subject matter of the Terms in any written or oral communication from you to UTU are void. You represent that you have not accepted the Terms in reliance on any oral or written representations made by UTU that are not contained in these Terms.
If any provision of these Terms or part thereof is rendered void, invalid, illegal or unenforceable (whether in whole or in part), such provision shall be struck and severed from these Terms and the remaining provisions of these Terms shall not be affected thereby.
21.3 No Waiver
No failure on the part of UTU to exercise, and no delay on UTU’s part in exercising, any right or remedy under these Terms and any Additional Terms will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in respect of UTU in these Terms and any Additional Terms are cumulative and not exclusive of any other rights or remedies (whether provided by law or otherwise).
If a dispute arises between you and us, please contact us to allow us to learn about and address your concerns and/or to provide you with options to resolving the dispute quickly. Disputes between you and us regarding the UTU App and/or UTU Website may be reported to us at email@example.com.
21.5 Notices to You
You agree that we may provide you communications about your UTU Member Account, the UTU App, the UTU Website and these Terms electronically. We reserve the right to close your UTU Member Account if you withdraw your consent to receive electronic communications. Any electronic communication will be considered to be received by you within 24 hours of the time we post it to the UTU App and/or the UTU Website or email it to you at the email address provided by you during registration.
21.6 Jurisdiction and Governing Law
These Terms shall be governed by and construed in accordance with the laws of Thailand. The parties agree to submit all their disputes arising out of or in connection with these Terms to the non-exclusive jurisdiction of the Courts of Thailand.
21.7 Third Party Rights
Any person who is not a party to these Terms (whether or not such person has been named, referred to, or otherwise identified, or forms part of a class of persons so named, referred to or identified, or answers a particular description, in these Terms) shall have no rights whatsoever to enforce these Terms. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.
UTU reserves the right to revise, supplement or update these Terms from time to time by posting the revised version on the UTU App and/or UTU Website or such other method of notification as may be prescribed by UTU from time to time, which you agree shall be sufficient notice for the purpose of this Clause 21.8. Such revised version shall automatically be effective upon its posting on the UTU App and/or UTU Website and we may notify you about any significant changes to these Terms by sending a notice to the email address specified in your Registration Details or by placing a prominent notice on the UTU App and/or UTU Website. By continuing to access and/or use the UTU Website and/or UTU App after being notified of such amendments, you are agreeing to be bound by these Terms (including the amendments thereof) and your use and/or access shall constitute an affirmative acknowledgement by you of these Terms (including the amendments thereof) and agreement by you to abide and be bound by these Terms (including the amendments thereof). If you do not agree to be bound by the amendments, you shall immediately cease all access and/or use of the UTU App and/or UTU Website.
Without prejudice to Clause 21.7 above, UTU’s rights to vary, amend or rescind these Terms in the manner aforesaid may be exercised without the consent of any person who is not a party to these Terms.
i. Language: If these Terms are translated into a language other than English, the English text shall prevail.
ii. Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights under these Terms to any third party.
iii. Sub-contracting and delegation: UTU reserves the right to delegate or sub-contract the performance of any of its functions in connection with the UTU App and/or UTU Website and reserves the right to use any service providers, subcontractors and/or agents on such terms as it deems appropriate.
iv. Cumulative rights and remedies: Unless otherwise provided under these Terms, the provisions of these Terms and UTU’s rights and remedies under these Terms are cumulative and are without prejudice and in addition to any rights or remedies it may have in law or in equity, and no exercise by UTU of any one right or remedy under these Terms, or at law or in equity, shall (save to the extent expressly provided otherwise in these Terms or at law or in equity) operate so as to hinder or prevent its exercise of any other such right or remedy as at law or in equity.
v. Binding and conclusive: You acknowledge and agree that UTU’s records and any records of the communications, transactions, instructions or operations (a) made or performed, processed or effected through the UTU App and/or UTU Website by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent, (b) relating to the operation of the UTU App and/or UTU Website, and (c) maintained by UTU or by any relevant person authorised by UTU relating to or connected with the UTU App and/or UTU Website, shall be binding on you for all purposes whatsoever and shall be conclusive evidence of such communications, transactions, instructions or operations. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.