Terms of Use

Overview

These Terms of Use (“Terms”) are a legally binding agreement between you, in your capacity as user (“User”) of the Website and/or the Services (both as defined below), and Sedia Design Pte. Ltd. (hereinafter referred to as “the Company”, “we”, “us” or “our”). These Terms govern your use of our website (accessible at https://spotlight.soy/ or such other URL as may be specified by us from to time to time) (the “Website”) and the online platform hosted on our Website which enables users to upload and sell content, as well as buy and comment on content uploaded by other users and interact with other users (the “Services”). The Services shall include the temporary storage of Bitcoin (Lightning) in digital wallets with the Company having control over the private keys.

1. Application of these Terms

Please read these Terms carefully. By using the Website and the Services, you agree to be bound by these Terms.
In addition to these Terms, certain Services may be subject to or governed by further terms and conditions (hereinafter referred to as “Rules”). These Rules shall constitute a part of these Terms. Unless otherwise specified in the Rules, in the event that any provisions of these Terms conflict with any provisions of the Rules, the Rules shall take precedence.
These Terms and the relevant Rules shall apply to all users of the relevant Services, including without limitation users who are buyers, sellers, or contributors of content and other materials, and visitors of our Website. If you are entering into these Terms for and on behalf of another person or an entity, then the term “you” or “your” in these Terms shall mean that other person or entity, unless the context otherwise requires.
By using any of the Services made available on or provided through our Website, accessing our Website or providing us with your personal data, you agree to accept and abide by these Terms (as amended, modified or supplemented from time to time).
If you do not accept and agree to any of these Terms, you should refrain from accessing or using any of the Services or our Website.
Please note that these Terms do not apply to, and we are not responsible for, third party websites which may be linked to or accessible through our Website, and we accept no responsibility for any loss or damage which may arise from your use of such third party websites.

2. Your Reliance on our Content

The Company does not verify the identity of a User or the text, images, videos, audio, materials or other information uploaded by a User on the Website (“Content”), nor is the Company directly involved in transactions made between users. Therefore, the Company has no control over, and you agree that the Company is not liable or responsible for, any of the following:

the quality, legality, morality or safety of any Content;
the truth, accuracy or completeness of the Content;
the ability of users to sell or buy the Content; or
the true identity, age or background of a user.

The Content posted on our Website is for general information purposes only and is not intended to amount to advice on which reliance should be placed. We disclaim any and all liability and responsibility which may arise from or in connection with any reliance placed by you on any Content made available on our Website.

3. User Registration

You may need to register for a user account to access some or all of our Services.
To be eligible to register as a user, you must meet the eligibility requirements as determined by the Company in its sole discretion, which include but is not limited to: being at least 18 years old, being capable of entering into a legally binding contract, and having a valid and verifiable email address and contact number.
The Company reserves the right to refuse to register a user on any of the following grounds:
The applicant does not meet the requirements of minimum age and capacity to contract which may be specified by applicable laws from time to time;
The applicant provides false, inaccurate, incomplete or misleading information in its application for registration;
The applicant has violated any provisions of these Terms; or
The applicant does not meet any of the eligibility requirements as determined by the Company in its sole discretion.
Your eligibility as user shall be assessed and determined on an ongoing basis by the Company in its sole discretion. The Company reserves the right to deny, suspend or terminate your user account and/or to restrict, suspend or terminate your access to the Website and/or the Services, should you fail to meet any of the eligibility requirements as determined by the Company in its sole discretion. The Company shall not be obliged to disclose any of the reasons for its refusal to approve an application for registration of a user account.

4. Management of User Account Details

Registered users shall ensure that their user account details are kept confidential. Registered users shall not, under any circumstances, disclose, transfer or lend their username and password to any third party. In the event that a user logs in with a username and password combination that matches the registered user’s account details, we will assume that the registered user of that account is using the Website.
The Company shall not be liable for any damage or loss of any kind which a user may incur as a result of him/her providing access to his/her user account to any other person, or his/her failure to maintain the confidentiality of his/her password.
If a registered user knows or suspects that anyone other than himself/herself has unauthorized access to or knowledge of its account username and/or password, that there has been a potential compromise of his/her password or login details, or a security breach has occurred in respect of his/her user account, he/she must immediately notify us in writing at [お問い合わせ].

5. Fees

A User may be required to pay a fee for certain Services. Save as provided in these Terms, all fees and charges payable by you to the Company with respect to [your user account or your access to and use of the Services], are non-refundable. All such fees shall be determined by the Company in its sole discretion and will be displayed on the Website.

You shall bear all relevant taxes payable under or in connection with your use of the Services and/or this Website (including any taxes associated with selling Content on the Website, where relevant). Depending on the applicable tax laws, goods and services tax or similar consumption tax might also apply.

6. Prohibited Activities

You agree to use the Services and our Website in accordance with these Terms and you agree that you will not commit, or assist or enable others to commit, any of the following when using the Services and/or our Website (each a “Prohibited Activity”):

breach, violate or circumvent any applicable laws, rules, regulations, codes, guidelines, sanctions, embargoes or our internal policies;
benefit (directly or indirectly) anti-social forces, criminal syndicates or organized crime groups;
interfere with the functions of the servers or networks of the Company, other Users or third parties (including without limitation any attack on our Website via a denial-of-service attack or a distributed denial-of-service attack);
interfere with the operation of the Services or the Website;
upload or transmit any data, program, link, file or software that contains or redirects to any technologically harmful material including a virus, Trojan horse or worm;
use any spider, scraper, bot, robot, crawler or any other automated means to access, copy, acquire or monitor any portion of the Website, the Services, or any Content;
use the Services to send unauthorised or unsolicited text, advertising or promotional material or any spam or chain letters or junk mail;
use the Services to promote or create a product or service which directly or indirectly competes with or is in any way a substitute for the Services or any product or service of the Company;
reverse engineer, copy, disassemble, decompile, decrypt, attempt to derive the source code of, interfere with, or disrupt the performance or the integrity of the Website or the Services;
make any improvement, modification, enhancement, adaptation, translation or derivative work from the Services or the Website;
collect, accumulate, use or disclose any information in respect of other Users without their consent;
use or access the Services or the Website in an unauthorised manner, including but not limited to unauthorised entry into our systems, misuse of passwords, or misuse of any Content, or attempt to do any of the foregoing;
impersonate another User;
avoid paying any applicable charges and/or fees;
attempt to and/or engage in any act that abuses, is intended to abuse or inappropriately manipulates any promotional or discount code, including but not limited to creating duplicate or fake accounts, creating fake orders, or buying and reselling your own Content;
violate or infringe on the intellectual property rights, rights of publicity, portrait rights, privacy, honor, or other rights or interests of the Company, other Users, or any third party;
obscure, remove or alter any proprietary notice (including any notice of trademark or copyright) of the Company or its affiliates, suppliers, partners or licensors;
use any proprietary information or any other intellectual property of the Company in the development, manufacture, design, licensing or distribution of any application, software, product, service, accessory or device;
use the Services to send, post, transmit or otherwise communicate any content which is indecent, obscene, threatening, offensive, abusive, harassing, insulting, defamatory, libelous, fraudulent, tortious, deceptive, profane, invasive of another person’s privacy, objectionable (whether racially, ethnically or otherwise) or contains or is deemed by the Company:

to be excessively violent;
to be sexually explicit;
to be discriminatory, whether based on race, nationality, creed, gender, social status, or otherwise; or
which may induce or encourage suicide, self-injury, drug abuse or anti-social behaviour;

use the Services or the Website for any purpose for which it is not intended or designed, including without limitation the following:

sales, advertising, solicitation, or other commercial activities (other than those approved by the Company);
to carry out or procure sexual or obscene acts;
to meet or associate with the opposite sex;
to harass or slander other Users; or
to damage the reputation of the Company, other Users or third parties; and

any other act which the Company may deem inappropriate.

The Company reserves the right to suspend or terminate your account or take any action stated under Clause 9 (Restriction of Use and Cancellation of Registration) of these Terms and/or [claw back any amounts paid to you in connection with any event, promotion, offer, campaign or other activity], if you are found or suspected to be engaged in a Prohibited Activity or in breach of these Terms.

7. Suspension of Provision of the Services

The Company may restrict, suspend or discontinue your use of or access to all or any part of our Services and/or the Website without prior notice to you in any of the following cases:

when performing maintenance, inspection, or updating of its computer systems, servers or networks;
in the event of circumstances beyond the reasonable control of the Company, including but not limited to illegal actions of other third parties (including hacking) or actions undertaken without the approval of the Company, earthquakes, lightning, fires, power outages, natural disasters, pandemics, epidemics, currency or trade restrictions, embargoes, sanctions, strikes, equipment failures, communication line failures or power failures; or
in any other case where the Company deems it too onerous or commercially insensible to provide the Services or make the Website available.

The Company shall not be liable for any claim, liability, cost, expense, loss or damage (including legal fees) incurred by any User or third party due to the restriction, suspension, interruption or discontinuation of the provision of the Services and/or access to the Website.

8. Intellectual Property Rights

Users may only use, post, distribute or upload Content for which they own the necessary intellectual property rights, or for which they have obtained the necessary authorisations and permissions from the necessary rights holders.
The intellectual property rights in respect of the Content used, posted, distributed or uploaded by Users shall remain the property of the relevant User or right holder(s) from which such User has obtained the necessary authorisations and permissions to use, post, distribute or upload the relevant Content (as the case may be).
Unless otherwise agreed in writing, by displaying, posting or uploading Content on our Website or when using our Services, you grant the Company a non-exclusive, worldwide, royalty-free, fully paid and sub-licensable licence to use, adapt, publish, reproduce, modify, translate, create derivative works from, display and distribute your Content and any name, username, information or likeness provided in connection with such Content.
Except as set out herein, the Company is the owner or the licensee of all intellectual property rights in respect of the Services and the Website, and in the material published in connection therewith, including all information, text, photographs, graphics, video, audio, artwork, logos, data, code and any other materials on our Website or made available through the Services, as well as the design of and organization of content on our Website. Nothing on our Website or the Services shall be construed as granting, by implication, estoppel, or otherwise, and you shall not reproduce, transfer, lend, translate, modify, reprint, transmit, publicly transmit (including making transmittable), distribute, publish, conduct or use, any licence or right to use any intellectual property displayed on our Website or made available through the Services without the Company’s prior written permission.
You are not authorised by the Company to use the Company’s trademarks in any publicity, advertising or any other commercial activity without obtaining the Company’s prior written consent, which may be withheld by the Company acting in its sole discretion.

9. Restriction of Use and Cancellation of Registration

In the event:

you violate or breach any of the provisions of these Terms or any applicable laws or regulations of any jurisdiction;
you provide any false, inaccurate, incomplete or misleading information in your application to register for an account;
we become aware of any actual or suspected loss, theft, fraud or unauthorised use of your account;
you fail to pay any fees or charges within the stipulated time period;
you fail to respond to communications from the Company within a reasonable period of time;
you cease to use the Services or your account remains dormant or inactive for an extended period of time; or
your use of the Services and/or Website is deemed by the Company to be unlawful or inappropriate,
the Company may, without prior notice, and at its absolute discretion, remove (whether temporarily or permanently) your Content or any material posted or uploaded by you, issue a warning to you, restrict you from using all or any part of the Services or the Website, terminate or suspend your account, commence legal action against you and/or disclose such information to law enforcement authorities as the Company deems necessary.

In the event that any of the circumstances in the preceding paragraph apply, you shall immediately repay all debts and any amounts owed by you to the Company in full.
The Company shall not be liable for any loss, cost, expense or damage incurred by you as a result of any action taken by the Company in accordance with these Terms.

10. Right to Unsubscribe

You may unsubscribe from the Services by following the steps specified by the Company.

11. No Warranty

You acknowledge and agree that the Website and the Services are provided on an “as is” and “as available” basis, and that your reliance upon or use of the Website and the Services and any content, information, material, products or services accessed or obtained thereby is at your own discretion and risk.
The Company does not represent or warrant that:

the delivery of the Services will be timely, secure, uninterrupted or error free or that they will be compatible with any other program, software, system, data or hardware;
the Website and the Services will meet your needs or expectations;
errors or defects in the Website and the Services will be removed or corrected; or
the Website and the Services and its networks and servers will be secure or free from defects or attacks (including hacks from third parties, defects in safety, reliability, accuracy, completeness, effectiveness, fitness for a particular purpose, security, viruses, errors, bugs, infringement of rights, etc).

The Company hereby excludes and disclaims to the fullest extent permitted under applicable laws all representations and warranties, whether express, implied, statutory or otherwise, including, any implied warranties of fitness for particular purposes, merchantability, title and non-infringement.

12. Limitation of Liability

To the extent permitted under applicable law, we accept no liability or responsibility for:

any loss or damage arising out of or in connection with the use, access, inability to use or access, or results of the use or access of the Services, any Content, the Website or any third party website linked to the Website, which is not reasonably foreseeable;
any damage or loss arising out of or in connection with a distributed denial-of-service attack, malware, virus or other technologically harmful matter that may infect your computer, computer programs, mobile phone, data or other proprietary information as a result of your access to or use of the Services, the Content, the Website or any third party website linked to the Website;
any loss or damage arising out of or in connection with any illegal actions of other third parties (including but not limited to hacking) or actions undertaken without the approval of the Company; or
any loss or damage arising out of or in connection with any transaction, communication or dispute arising between Users or between User(s) and third part(ies) in respect of the Services or our Website.

Each User acknowledges that the Company accepts no liability or responsibility in the event of any hacking attack, malware, virus, technologically harmful matter or any other circumstance beyond the reasonable control of the Company (“Harmful Event”), which results in the User or the Company losing or being unable to access any of the User’s Bitcoin (Lightning) stored by the Company

13. Indemnity

You agree to release, indemnify and hold harmless the Company, its subsidiaries and affiliates and their respective directors, officers, employees and agents (the “Indemnified Parties”) from any and all claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees), arising out of or in relation to (a) your access to, use of or inability to use or access our Services and/or the Website, (b) your transmission, distribution, uploading or downloading of any Content on our Website, (c) your breach of these Terms or violation of any applicable laws, (d) any negligence, willful misconduct or fraudulent act or omission by you, (e) your failure to provide and maintain true, accurate, current and complete information in relation to your account, or (f) your violation of any rights of any other person or entity.

The Company reserves the right, at its own expense, to exclusively control and defend any matters otherwise subject to indemnification by you. You agree to cooperate with the Company’s defence of such claims.

14. Change of Services

Notwithstanding any provisions in these Terms, the Company may modify, alter, enhance or improve the Services and its contents thereto or discontinue the provision of all or part of any of the Services without notice to you, and the Company shall not be liable for any loss or damage incurred by you as a result of such changes.

15. Changes to the Terms

The Company reserves the right to change or modify these Terms at any time without giving notice to you. In continuing to access or use the Website and/or the Services following the date on which the revised Terms are made available on the Website, you shall be deemed to have agreed to such revised Terms.

16. Collection, Use and Disclosure of Personal Data

The Company will collect, use and disclose your personal data obtained through your use of our Website and the Services in accordance with our Privacy Policy, which is accessible at https://spotlight.soy/privacy (or such other URL as may be specified by us from time to time).

17. Communications

You consent to electronically receive and access via email or your account all records and notices related to your account, the Services or the Website that we would otherwise be required to provide to you in paper form. Unless you notify the Company otherwise by sending an email to [お問い合わせ], your consent to receive records and notices electronically will remain in effect until you withdraw it. You agree to notify us immediately of any change in your email address by updating your account information or by contacting us via email. Until such time as your new email address has been received by us, any notification or communication provided to you at your previous email address shall be considered to have been delivered to and received by you at the time they were sent.

18. Prohibition on Assignment of Rights and Obligations

You may not transfer, assign, charge or otherwise deal with all or any of your rights or obligations under these Terms without the prior written consent of the Company.

We may transfer, assign or novate these Terms and any rights, obligations and conditions under these Terms, to a third party without your consent or notice to you.

19. Third Party Rights

The Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore shall not under any circumstances apply to these Terms and any person who is not a party to these Terms (other than the Indemnified Parties under Clause 13) shall have no right whatsoever to enforce these Terms.

20. Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable, then such provision shall (so far as it is invalid, illegal or unenforceable) be given no effect and shall be deemed not to be included in these Terms but without invalidating, affecting or prejudicing any of the remaining provisions of these Terms, which shall continue in full force and effect.

21. Waiver

No failure on our part to exercise and no delay on our part in exercising any right under the Terms will operate as a release or waiver thereof, nor will any single or partial exercise of any right preclude any other or further exercise of it.

22. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Singapore.
The courts of Singapore shall have non-exclusive jurisdiction over any dispute or claim arising out of or in connection with these Terms, although we retain the right to bring proceedings against you for breach of these Terms in the country you reside in or any other applicable country.

23. Contact Us

If you have any questions or concerns about the Website or the Services, please contact us at [お問い合わせ]. We will do our best to address your concerns.