GENERAL TERMS AND CONDITIONS
PLEASE READ THIS TRUE HYDRATION™ MEMBERSHIP PROGRAMME AGREEMENT CAREFULLY.
Last updated: 6 November 2024
The general terms and conditions set out herein shall apply to any applicant (the “Member”) who signs up and participates in the True Hydration™ Membership programme (the “Programme”) with True Social International Corporation Private Limited ("True Social"). These terms and conditions, together with any documents referenced herein, shall form a legally binding agreement (the “Agreement”) between True Social International Corporation Private Limited and the Member.
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 when communicated to you. Your continued participation in the Programme will constitute your acceptance and agreement to be bound to our revised terms and conditions.
1. Definitions
“Programme” means the True Hydration™ Membership Programme described in this Agreement.
“Code" and "Link” mean the unique tracking ID or link assigned to you when you successfully join the Programme.
“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” mean the commissions Members earn for referred customer transactions.
“Member”, “you”, and "your" mean the party, other than True Social International Corporation Private Limited, entering into this Agreement and participating in the True Hydration™ Membership Programme.
"Membership Platform" means the platform that True Social will make available to you upon your acceptance into the Programme
“Referrals" mean any buyer referred by a Member, who has completed the purchase of any of our True Hydration™ products using the Member's Code or Link.
“Referral Transaction” and “Transactions” mean sale transactions, completed by the Referral using the Member’s Link or Code, that are eligible for a Commission pursuant to Clause 9 of this Agreement.
“True Social”, "we", "us" and “our” mean True Social International Corporation Private Limited.
"Website" means our website located at https://truehy.sg
2. Member Applications
2.1 All applicants for the Programme 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 all applicable laws 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 a True Hydration™ Member and your participation in the Programme shall be free for the duration of the Programme.
3. Members’ Acceptance
3.1 Upon your completion of an application form to become a Member, 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 Programme 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 Member, you will be provided with a unique QR code and/or URL link (respectively "Code" and "Link") for the purposes of the Programme. 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. Members’ Declaration
4.1 By joining the Programme, you hereby:
i. Declare that the information provided by you for the purposes of joining the Programme is true and correct. In the event that any Personal Information provided by you for the purpose of your application is subsequently found to be false, misleading, or inaccurate, we reserve the right to terminate your participation in the Programme 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, or 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 Programme, 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 ("Member Content") in connection with the Programme, you irrevocably grant to True Social a non-exclusive, transferrable, perpetual, royalty-free, worldwide license to use the Member Content, or any portion thereof. The rights granted under this license shall include without limitation the right to reproduce, publish, distribute, broadcast, and otherwise exploit the Member 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 Member Content;
5.2 You hereby grant to us a non-exclusive, non-transferable, royalty-free right to:
i. use and display your trademarks, service marks, and logos in connection with the Programme;
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 Programme.
5.3 True Social shall exclusively own all rights, titles, and interests for all of True Social's content and intellectual property, including without limitation, the "True Hydration™" Brand, our trademarks, graphics, logos (collectively, "True Social Marks"), any promotional materials, the Website, the Programme, the Member 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 Member under this Agreement or during the course of the Programme.
5.4 True Social hereby grants the Member 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 of the Programme.
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 Programme, 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 Programme;
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 Member's participation in the Programme, the Member shall cease making any representation that they are a Member in the Programme 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 Programme, you hereby agree:
i. to only refer to yourself as a “True Hydration™ Member"; and
ii. to not refer to yourself as a "Partner", mention any form of affiliation with True Social International Corporation Pte Ltd, or make any similar statement to this effect. This applies to communications of all forms including any press releases, references in videos, listings on your website, social media channels, or in any other marketing material.
7. Members’ Benefits
7.1 Members may enjoy the applicable benefits listed on the Member Platform or communicated to them as part of the Programme. We reserve the right to update, modify, or discontinue any such benefits from time to time, without any prior notice.
8. Members’ Responsibilities
8.1 Each Member 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 their Account, whether with or without their authority, knowledge, or consent. Each Member shall notify us immediately in writing if they are aware of any unauthorised use of their Account.
8.2 All Members are expected to uphold the highest standards of practice and be transparent, responsive, and honest when performing their obligations under this Agreement.
8.3 All Members represent and warrant that:
i. they shall comply with all instructions, guidelines, and policies pertaining to the Programme, which may be provided by True Social from time to time;
ii. they shall not do anything prejudicial or detrimental that will bring True Social or any of True Social's brands into disrepute;
iii. They shall not trespass or breach any rules or applicable laws while performing their obligations in connection with this Agreement;
iv. they shall practice and promote ethical behaviour in carrying out their obligations in connection with this Agreement;
v. they shall not misrepresent their relationship with True Social;
vi. their Member Content will not infringe any intellectual property rights or any other rights 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 Member Platform for each Referral who completes a purchase 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 must have been 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) the Referral chooses to cancel or request a refund or chargeback of the Transaction; (iii) the Commission Payments and/or Transactions were made or obtained through fraudulent means; (iv) the Referral provides inaccurate information resulting in failure of the Transactions; (v) there is 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 Programme. Should any of the eligibility requirements in this clause be breached, we reserve the right to void the relevant Transactions and/or claw back 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 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 join the Programme in accordance with Clause 2 and any further instructions communicated by us (iii) ensured 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 can be offset by any amounts owed by you to us.
10. Resources and Support
10.1 We may make available to you, at no cost, resources as part of our Programme. We encourage you to read and familiarise yourself with the information given to help improve your prospecting and closing skills before you start your promotional efforts under this Programme.
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 Programme (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 Member's Account and/or Termination of the Agreement
12.1 Both True Social and a Member 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 Member's Account and/or terminate the Agreement immediately by written notice for any of the following reasons:
i. if the Member fails to conduct themself according to the standards set out under clause 8;
ii. if the Member 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 Member is in material breach of this Agreement;
iv. if the Member has acted and/or is acting in a manner prejudicial to the interest of True Social; and
v. if the Member is declared or adjudicated bankrupt by a court of competent jurisdiction.
12.3 Upon termination of this Agreement for any reason, the Member must:
i. return to True Social all Confidential Information which are in the Member's possession or control;
ii. immediately discontinue all use of all materials and tools we make available to them for their participation in the Programme;
iii. immediately discontinue and remove all use of our Materials and references to being a "True Hydration™ Member" from their websites and social medial channels.
12.4 The Member agrees that they 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 Member in accordance with Clause 9.3.
12.5 Termination of this Agreement shall not release the Member 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, Member Platform, their contents and any information provided by us within the Programme, 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 Member Platform, or their contents will be secure, timely, uninterrupted, or error-free or that these will operate in combination with any other hardware, software, system, or data; (b) the Website or the Member Platform will meet your requirements or expectations; (c) the quality of information or other materials obtained by you through the Website or Member Platform will meet your requirements or expectations; and (d) the Website, Member 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, Member 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 Member 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 Member 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 does 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, 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.