GENERAL TERMS AND CONDITIONS
PLEASE READ THIS HYDRATION PARTNER PROGRAM AGREEMENT CAREFULLY.
Last updated: 14 October 2024
The general terms and conditions set out herein shall apply to applicants who sign up and participate as a Partner under the Hydration Partner Program with True Social International Corporation Private Limited. These terms and conditions, together with any documents referenced herein, shall form a legally binding agreement between True Social and the Partner ("Agreement").
We may revise these terms and conditions at any time without notice to you, and the changes shall take effect when posted on our Website and/or communicated to you. Your continued participation under the Program will constitute your acceptance and agreement to be bound to our revised terms and conditions.
1. Definitions
“Program” means our Hydration Partner Program as described in this Agreement.
“Code" and "Link” means the unique tracking ID or Link assigned to you when you successfully enrol into the Program.
“Personal Information” means information that can be used to identify, contact or locate you. Personal Information can include your name, e-mail address, billing address, shipping address, phone number, bank account details and credit card information.
“Commission” and “Commission Rate” means the amount described in the Partner Platform for each Customer Transaction.
“Partner”, “you” and "your" means the party, other than True Social International Corporation Pte Ltd, entering into this Agreement and participating in the Hydration Partner Program.
"Partner Platform" means the platform that True Social will make available to you upon your acceptance into the Program and for you to use in order to participate in the Program.
“Referrals" means the buyer referred by a Partner, who has completed the purchase of any of our Hydration products using the Partner's Code or Link.
“Referral Transaction” and “Transactions” means sale transactions completed by the Referral using the Partner's Link or Code, that are eligible for a Commission pursuant to Clause 9 of this Agreement.
“True Social”, "we", "us" and “our” means True Social International Corporation Pte Ltd.
"Website" means our website at: https://cellularhydration.sg
2. Partner Applications
2.1 All applicants for the Program must complete the application form on the Website. By submitting an application to us, you are deemed to have read and agreed to these terms and conditions, and you represent and warrant to us that: (i) (where the applicant is an individual) you are at least 18 years of age; (ii) you are capable under the applicable law to enter into and perform your obligations under this Agreement; and (iii) all information submitted to us is complete, accurate and up to date.
2.2 When you successfully register an Account with us, you become our "Hydration Partner" (hereafter referred to as "Partner") and your participation in the Program shall be free for the duration of the Program.
3. Partners’ Acceptance
3.1 Upon your completion of an application form to become a Partner, we will review your application and may reach out to you for more information prior to our acceptance of your application.
3.2 Please note that your application will be considered as rejected: (i) if you do not hear from us on your acceptance into the Program within seven (7) days from the date of submission of your application; or (ii) if you fail to provide us with further information pursuant to Clause 3.1 or complete any application criteria.
3.3 If we accept your application to become a Partner, you will be provided with a unique QR code and/or URL link (respectively "Code" and "Link") for the purposes of the Program. Your account with us ("Account") will be created upon acceptance of your application, and the terms of use governing your Account may be found here.
4. Partners’ Declaration
4.1 By enrolling into the Program, you hereby:
i. Declare that the information provided by you for the purposes of the enrolment is true and correct. In the event that any Personal Information provided by you for the purpose of the application is subsequently found to be false, misleading or inaccurate, we reserve the right to terminate your participation in the Program or withdraw any approval granted in relation to your enrolment.
ii. Agree that in any legal proceedings that should occur, you shall not dispute the authenticity or accuracy or any statements, records, information recorded or produced by us, based on the information provided by you.
iii. In the event of any breach of this Agreement, we reserve the right to seek all remedies available under law or in equity of such breaches.
4.2 In participating in this Program, you agree that True Social can use your Personal Information provided to us, in accordance with our privacy policy.
5. Intellectual Property Rights
5.1 Should you be required to produce or create any content ("Partner Content") in connection with the Program, you irrevocably grant to True Social a non-exclusive, transferrable, perpetual, royalty-free, worldwide license to use the Partner Content, or any portion thereof. The rights granted under this licence shall include without limitation, the right to reproduce, publish, distribute, broadcast and otherwise exploit the Partner Content, in whole or in part, either alone or accompanied by text, other images, graphics or material, in any and all media for any advertising, publicity, business, trade or other lawful purpose of True Social, without further notice or contract. If applicable, you hereby irrevocably waive all moral rights which may exist now or in future, under the law of any jurisdiction in respect of the Partner Content;
5.2 You hereby grant to us a non-exclusive, non-transferable, royalty-free right to:
i. use and display your trade marks, service marks and logos in connection with the Program;
ii. use your name, likeness, social media handle(s), website and image ("Likeness") in whole or in part, either alone or accompanied by or combined with other material, for the purposes of the Program.
5.3 True Social shall exclusively own all right, title and interest to all of True Social's content and intellectual property, including without limitation, the "Cellular Hydration" Brand, our trade marks, graphics, logos (collectively, "True Social Marks"), any promotional materials, the Website, the Hydration Partners Program, the Partner Platform, Codes, Links, list of clients which include the Referrals, any methods, software, applications, know-how, transactions executed on the Website, list of suppliers and any other data or content which may be disclosed to the Partner under this Agreement or during the Program.
5.4 True Social hereby grants the Partner a limited, non-exclusive, non-transferable, revocable license to use and display the Codes and/or Links, and any Materials (defined below) in accordance with this Agreement, and only during the Term.
5.5 If we make available our True Social Marks or promotional materials (collectively referred to as "Materials") to you for use in connection with the Program, you hereby agree to:
i. Only use the Materials in the representations that we make available to you, without modifying them in any way;
ii. only use the Materials in connection with the Program;
iii. comply with all guidelines and instructions that we communicate to you;
iv. upon receipt of our instructions, immediately cease using the Materials;
5.6 Upon suspension or termination of the Partner's participation in the Program, the Partner shall cease making any representation that it is a Partner in the Program and cease all use of the content, Materials, data or information provided to you by True Social.
5.7 Except as expressly provided in this Agreement, no rights or obligations in respect of intellectual property owned by a party shall be granted or implied to have been granted to the other under this Agreement.
6. What to call yourself
6.1 When participating in the Program, you hereby agree:
i. to only refer to yourself as a “Hydration Partner"; and
ii. to not refer to yourself as a "Partner" or mention that you’ve “partnered with True Social International Corporation Pte Ltd” or make any similar statement to this effect. This includes any press releases, references in videos, listings on your website, social media channels, or in any other marketing material which you may be using.
7. Partners’ Benefits
7.1 Partners may enjoy the applicable benefits listed on the Partner Platform or communicated to them under the Program. We reserve the right to update, modify or discontinue any such benefits from time to time, without any prior notice.
8. Partners’ Responsibilities
8.1 Each Partner is solely responsible for: (i) maintaining the confidentiality of their personal login details and passwords for their Account; and (ii) for all activities that occur through your Account, whether with or without your authority, knowledge or consent. Each Partner shall notify us immediately in writing if he/she is aware of any unauthorised use of his/her Account.
8.2 All Partners are expected to uphold the highest standards of practice, be transparent, responsive and honest when performing their obligations under this Agreement.
8.3 All Partners represent and warrant that:
i. it shall comply with all instructions, guidelines and policies pertaining to the Program, which may be provided by True Social from time to time;
ii. it shall not do anything prejudicial or detrimental that will bring True Social or any of True Social's brands into disrepute;
iii. it shall not trespass or breach any rules or applicable laws while performing his/her obligations in connection with this Agreement;
iv. it shall practice and promote ethical behaviour in carrying out his/her obligations in connection with this Agreement;
v. it shall not misrepresent his/her relationship with True Social;
vi. the Partner Content will not infringe any intellectual property right or any other right of a third party.
9. Referral Transactions
9.1 Validity. You will be eligible for a Commission for any Referral Transaction that is derived from sales generated by the Code and/or Link that we make available to you. We will pay you a Commission as described in the Partner Platform for each Referral who completes a sale using your unique Code and/or Link (each a "Referral Transaction"), provided that you remain eligible to receive a Commission pursuant to the eligibility requirements set out in Clause 9.2.
9.2 Eligibility. To be eligible for a Commission, a Referral Transaction must have occurred and payment received in full, from the Referral. You will not be eligible to receive a Commission or any other compensation from us from such Transactions when (i) the Referral incorrectly uses the Code and/or Link which results in our inability to track referrals; (ii) Referral chooses to cancel or request for a refund or chargeback of the Transaction; (iii) the Commission Payments and/or Transactions were made or obtained through fraudulent means; (iv) Referral provides inaccurate information resulting in failure of the Transactions; (v) misuse of the Code and/or Link in violation of this Agreement or any other terms that we make available to you or by any other means that we deem to breach the spirit of the Program. Should any of the eligibility requirements in this clause be breached, we reserve the right to void the relevant Transactions and/or clawback the Commission amounts that are already paid.
9.3 Commission and Payment. The Commission will be paid to you: (i)in Singapore Dollars on a monthly basis; and (ii) within 10 business days from the last day of the preceding month, subject to the satisfaction of all other requirements in this Agreement. In order to receive payment under this Agreement, you must have: (i) accepted the terms and conditions in this Agreement; (ii) completed all steps necessary to enrol in the Program in accordance with Clause 2 and any further instructions communicated by us (iii) ensure that you provide us with your valid and up-to-date bank account details. You agree to bear all taxes and fees applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us should there be any.
10. Resource and Support
10.1 We may make available to you, at no cost, resources as part of our Program. We encourage you to participate by reading up and familiarising yourself with the information given to help improve on your prospecting and closing before you start your promotional efforts under this Program.
11. Confidentiality
11.1 You shall keep confidential all information and materials furnished to you by True Social, and all information of a secret, confidential or proprietary nature concerning our company and its business or affairs, which is otherwise not in the public domain that may come into your knowledge or possession as a result of communications between you and us or your participation in the Program (the "Confidential Information").
11.2 In the event that we discover that you have made or intend to make or cause to be made any unauthorised disclosure of the Confidential Information, we will be entitled to take out an injunction against you to restrain you from making any such disclosure. In addition, or in the alternative, as the case may be, we shall be entitled to exercise such legal and equitable remedies as are available in respect of your breach and to further protect our Confidential Information.
12. Suspension of Partner's Account and/or Termination of the Agreement
12.1 Both True Social and a Partner may terminate the Agreement at any time without cause, by giving 30 days' written notice to the other party.
12.2 We may suspend a Partner's Account and/or terminate the Agreement immediately by written notice for any of the following reasons:
i. if the Partner fails to conduct himself/herself according to the standards set out under clause 8;
ii. if the Partner violates any applicable law or is guilty of misconduct or negligence which in the opinion of True Social, will bring True Social into disrepute or any act of dishonesty whether relating to True Social or otherwise;
iii. if the Partner is in material breach of this Agreement;
iv. if the Partner has acted and/or is acting in a manner prejudicial to the interest of True Social; and
v. if the Partner is declared or adjudicated bankrupt by a court of competent jurisdiction.
12.3 Upon termination of this Agreement for any reason, the Partner must:
i. return to True Social all Confidential Information which are in the Partner's possession or control;
ii. immediately discontinue all use of all materials and tools we make available to you for your participation in the Program;
iii. immediately discontinue and remove all use of our Materials and references to being a "Hydration Partner" from your website or social medial channels.
12.4 The Partner agrees that he/she will not be eligible to receive any Commission for Referral Transactions which occur after the date of termination of this Agreement. For clarity, Commissions for Referral Transactions which occur before the date of termination of this Agreement will be paid to the Partner in accordance with Clause 9.3.
12.5 Termination of this Agreement shall not release the Partner from the liability for any violation of this Agreement prior to the date of termination.
12.6 Any provision of this Agreement which is expressly or by implication intended to come into or continue into force on or after such termination (including without limitation to Clauses 6, 10, 12, 13, 14, 15 shall survive the termination of this Agreement and remain in full force and effect).
13. Disclaimers and Limitations of Liability
13.1 The Website, Partner Platform, their contents and any information provided by us within the Program, are provided on an 'as is' and 'as available' basis and we make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability or accuracy of the same.
13.2 We do not represent or warrant that (a) the provision of this Website, the Partner Platform or their contents will be secure, timely, uninterrupted or error-free or these will operate in combination with any other hardware, software, system or data; (b) the Website or the Partner Platform will meet your requirements or expectations; (c) the quality of information or other materials obtained by you through the Website or Partner Platform will meet your requirements or expectations; and (d) the Website, Partner Platform or our other applications are free of viruses or other harmful components.
13.3 All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby excluded and disclaimed to the fullest extent.
13.4 The Website, Partner Platform and their contents may be subject to limitations, delays and other problems inherent to use of the Internet and electronic communications (including problems inherent to the mobile device you use). We are not responsible for any delays, delivery failures, damages, or losses resulting from such problems.
13.5 To the fullest extent permissible under law, in no event shall True Social be liable to you or any third party for any direct, indirect, punitive, exemplary, incidental, special or consequential damages (whether in contract, tort or otherwise) arising out of this Agreement or your use of the Website and/or the Partner Platform, including, but not limited to, any loss of use, loss of data, business interruption, loss of income or profits, irrespective of whether True Social had advance notice of the possibility of such damages.
13.6 Without limiting the generality of the foregoing, the maximum liability of True Social for any claim arising out of this Agreement shall not exceed the total Commission amounts the Partner has earned for the related Customer Transactions in the 6 month period preceding the date on which the claim arose.
14. Indemnification
14.1 You agree to indemnify, defend and hold harmless True Social, our officers, directors, employees, shareholders, agents, representatives, subsidiaries, affiliates, suppliers and licensors from, and against any claims, proceedings, losses, expenses, damages and costs, including legal fees, arising out of or in connection with your: (a) access and use of the Account, Website and/or the Platform other than in accordance with this Agreement; (b) breach of this Agreement; (c) violation of law; (d) misrepresentation, negligence, fraud, wilful misconduct, or breach of statutory duty; or (e) violation of the rights of a third-party, including the infringement by you of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity.
15. Miscellaneous
15.1 Relationship. You and True Social are independent contractors. Nothing in this Agreement shall create any partnership, joint venture, agency, franchise or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.
15.2 Entire Agreement. This Agreement constitutes the entire agreement between True Social and you with respect to the subject matter herein, and supersedes all previous and contemporaneous agreements, proposals, communications, written or oral, related to that subject matter.
15.3 Rights of Third Parties. This Agreement is not intended to benefit any third party, and do not create any third-party beneficiaries. Accordingly, the terms under this Agreement may only be invoked or enforced by True Social or you.
15.4 Nature of Terms. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, this will not affect the legality, validity and enforceability of any remaining provisions.
15.5 Waiver. Except as provided herein, our failure to exercise a right or require performance of an obligation under this Agreement does not affect our ability to exercise such right or require such performance at any time thereafter nor shall the waiver of your breach of this Agreement constitute a waiver of any subsequent breach.
15.6 Assignment. You may not sub-contract or assign your obligations under this Agreement to any third-party without the prior written consent of True Social. True Social may assign or transfer any or all of our rights and obligations under this Agreement without your consent, to any affiliate of True Social or in the event of change of control, or to an acquirer of all, or substantially all of True Social's business, equity or assets.
16. Governing Law and Jurisdiction
16.1 This Agreement is governed by the laws of the Republic of Singapore and any dispute arising under it will be subject to the non-exclusive jurisdiction of the Singapore courts.