Our Terms and Conditions

Please read these Terms of Service (“Agreement”, “Terms of Service”, “Terms”) carefully. This Agreement is legally binding and made by and between Emageia Pty Ltd (ACN 637 863 248) (the "Company", “our”, “us”, “we”, “ Emageia”) and each individual, business, organization or other person or entity (“you”, “your”, “user/s”) that uses and or accesses the Kyber website https://customer.kybermarketplace.com and the service provided (hereinafter referred to as “Kyber Marketplace”).

By accessing or using the Kyber Marketplace, you agree to be bound to Terms of Service described in this Agreement. If you do not agree to these Terms of Service, do not subscribe to, access, or use the Kyber Marketplace. Each time Kyber Marketplace is used, an implicit affirmation is given for the acceptance of the terms and conditions herein.

Kyber Marketplace is a digital platform that facilitates transactions between the user and a curated network of vendors by offering discounted service packages for direct purchase. The platform operates under an acquisition-based marketplace model, wherein Kyber Marketplace is responsible for user acquisition and the initial point of sale.

Under this framework, Kyber Marketplace serves as the merchant of record solely for the initial transaction. Upon completion of the purchase, responsibility transitions to the respective vendor, who assumes full control over service provisioning, user relationship management, and any subsequent activities, including subscriptions, renewals, and User support.

The Kyber Marketplace is offered to you conditional upon your acceptance of the terms, conditions, and notices contained herein and updated from time to time. We may modify these Terms of Service or any part thereof or add or remove terms at any time and such modifications, additions or deletions will be effective immediately upon posting. Although we will endeavour to provide you with notice of material changes, your use of the Kyber Marketplace after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions. The Company may modify, suspend, discontinue or restrict the use of any portion of the Kyber Marketplace, including the availability of any portion of the content at any time, without notice or liability.

You are granted only a limited, non-exclusive, non-transferable, non-sub licensable license to use the Kyber Marketplace, for use solely by you and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Kyber Marketplace.

Users are able to browse available Kyber Marketplace listings without the need of creating an account or logging in. However, in order to initiate the purchase of a service package, the user is required to either log in or create an account. Following creation and authentication of the user account, the User should select a desired service package and proceed to the checkout process. Payment is processed by Kyber Marketplace through the Stripe payment gateway. Upon successful completion of the transaction, the platform records the order details and calculates the vendor’s revenue share in accordance with the applicable marketplace commercial model.

Subsequently, the platform generates a unique coupon code linked to the purchased package and the corresponding vendor configuration. This coupon code is delivered to the user via email and is also made accessible within the user Account interface.

Kyber Marketplace facilitates only the initial purchase of the service package. In cases where the purchased service includes a subscription or recurring billing component, all subsequent renewal payments are managed directly between the user and the vendor, outside the Kyber Marketplace in accordance with the terms and conditions of that vendor.

The Company will use its best efforts to make the Kyber Marketplace available 24 hours a day, everyday. However, the Company makes no representation or warranty that uninterrupted 24 hours a day, everyday service will be available, especially since a third party provides the software and hosting of the Kyber Marketplace. You agree and acknowledge that the Kyber Marketplace will, at times, be unavailable due to regularly scheduled maintenance, service upgrades, or other mechanical or electronic failures and that the Company shall not be liable for such downtimes. The Company shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Kyber Marketplace. The Company is not responsible for any problems or technical malfunctions of any telephone or fiber network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email to be received by the Company on account of technical problems or traffic congestion on the internet or at any website, or any combination thereof, including any injury or damage to your computer or peripherals related to use or downloading any materials from the Kyber Marketplace.

You agree to use the Kyber Marketplace only for purposes that are legal, proper and in accordance with Terms herein, and all applicable laws and regulations in the relevant legal jurisdictions. Without limiting the foregoing, you represent and warrant to the Company that you have the rights and authority to submit the information you provide to the Company in connection with your use of the Kyber Marketplace, and such submission and publication of such information through the Kyber Marketplace does not and will not infringe the rights of any person or third party.

You further agree to:

(a) represent yourself accurately and truthfully at all times;

(b) grant us the right to verify independently by any lawful means any information that you submit to the Kyber Marketplace about yourself;

You further represent, warrant and agree to NOT:

• use the Kyber Marketplace for illegal purposes or for promotion of dangerous activities;
• use (or encourage or help others to use) the Kyber Marketplace for any purpose or in any manner that is prohibited by these Terms of Service or by applicable law;
• impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with the Company or any other person or entity;
• violate, plagiarize or infringe the rights of third parties, including, without limitation upload, post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• upload, post or otherwise transmit any material that contains software viruses, worm, trojan horse or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• interfere with or disrupt the Kyber Marketplace or servers or networks connected to the Kyber Marketplace, or disobey any requirements, procedures, policies or regulations of networks connected or applicable to the Kyber Marketplace;
• violate through use of the Kyber Marketplace any applicable local, state, national or international law;
• “stalk” or otherwise harass another person or user of the Kyber Marketplace, or take any action invasive to another’s privacy (by posting, for example, another’s photograph, address, email, phone number or any other contact information) without permission from such other person;
• use any robot, spider, other automatic device, or manual process to monitor or copy the Kyber website or their contents, or any substantial part thereof without our prior written consent.
• access (or attempt to access) the Kyber Marketplace by any means other than through the interface(s) provided by the Company, or access (or attempt to access) the Kyber Marketplace through any automated means (including use of scripts, web crawlers or the like) or otherwise engage the Kyber Marketplace in a manner reasonably likely to be harmful to the systems operating the Kyber Marketplace or the access or use of the Kyber Marketplace by others;
• reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Kyber Marketplace; and

If you encounter any of these prohibited uses, we encourage you to report them to us immediately.

When registering through Kyber Marketplace, users are required to indicate whether they are registering as an Individual or a Company. A user may be asked to create, a valid email address or use an existing email address. By doing so, each user represents that the user is the individual / company who is registering, and that the user has the right to provide information through the Kyber Marketplace. You further acknowledge that we have no responsibility for verifying the identity of users and determining whether a particular user is authorized to use the Kyber Marketplace. As part of the onboarding process, users registering either as an Individual or a Company may be required to complete an email verification by entering a one-time verification code sent to their registered email address, in order to confirm the validity and ownership of the email provided.

Creating an account requires the use of a password. You acknowledge that the use of the two-factor authentication is an adequate form of security and that any additional security measures are not necessary. You are solely responsible for (1) authorizing, monitoring, controlling access to and maintaining strict confidentiality of your password and any other credentials entered, (2) not allowing another person to use your password, (3) any changes or damage that may be incurred as a result of your neglect to maintain the strict confidentiality of your password and credentials, and (4) promptly informing the Company in writing of any need to deactivate an account due to security concerns or otherwise. The Company is not liable for any harm related to the misuse or theft of passwords or credentials, disclosure of passwords or credentials, or your authorization to allow another person or entity to access and use the Kyber Marketplace using your password.

The Company will use its best efforts to make Kyber Marketplace secure from unauthorized access. The third-party provider of software and hosting for the Kyber Marketplace provides encryption on communication between the Kyber Marketplace and your device and also provides other security measures, some not disclosed to us to keep them more secure. However, you agree that you recognize that a risk still exists, however small, that a breach of such security may occur. You agree that you shall not attempt to disable or circumvent any security features on the Kyber Marketplace or ask any third party to do so on your behalf.

THE COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFICACY OF THE SECURITY OF THE KYBER MARKETPLACE AND SHALL NEVER BE LIABLE FOR ANY ACTUAL OR CONSEQUENTIAL DAMAGES, CLAIMED OR OTHERWISE, ARISING FROM ANY BREACH OR ALLEGED BREACH OF SECURITY OF KYBER MARKETPLACE.

You agree to notify the Company immediately when your account through the Kyber Marketplace is to be terminated. You cannot be assured that access has been terminated until you receive confirmation of the termination from the Company. In addition, weekends, holidays and other non-business days could cause a delay in the receipt of such request for termination. When you request that we delete your Content, we will keep logs and non-personally identifiable information about you along with an archival copy of your information, which is not accessible by you or third parties within the Service, but which may be used for record keeping and internal valid business purposes.

All refunds in respect of products purchased via the Kyber Marketplace shall be governed by the terms and conditions set forth in the Refund Policy.

Technical support for Kyber Marketplace products will be furnished by the respective product website under terms mutually agreed upon between the said product website and you. Company assumes no responsibility or liability for providing technical support to you for any Kyber Marketplace products, including any security updates or patches supplied by the said products. The Company shall not be held liable for any defects or deficiencies in Kyber Marketplace products solely on the basis that such products were accessed and purchased through the Kyber Marketplace. The Company shall bear no responsibility or liability whatsoever for the performance, quality, fitness for purpose, or suitability of any products or services made available through the Kyber Marketplace.

The Kyber Marketplace materials, trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Company and its third-parties and hosting partners. Kyber Marketplace materials are protected by copyright, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. The company, its affiliates and licensors retains all right, title and interest in the Kyber Marketplace, materials trade names and trademarks, and any parts or elements. Your use of Kyber Marketplace and materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Kyber Marketplace materials is strictly prohibited unless you have received express prior written permission from Company or the otherwise applicable rights holder. The Company reserves all rights to the Kyber Marketplace, materials and Kyber Marketplace trade names and trademarks not expressly granted in the Terms.

EACH PARTY REPRESENTS AND WARRANTS THAT (A) IT HAS FULL POWER AND AUTHORITY TO ENTER INTO THE AGREEMENT, AND (B) IT WILL COMPLY WITH ALL LAWS APPLICABLE TO ITS PROVISION, RECEIPT, OR USE OF KYBER MARKETPLACE AND THIRD-PARTY PRODUCTS, AS APPLICABLE.

THE KYBER MARKETPLACE AND ALL THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE), AND SERVICES PROVIDED BY THE COMPANY THROUGH THIS SITE ARE OFFERED ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS EXPLICITLY STATED OTHERWISE IN THE AGREEMENT. THE COMPANY DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE), OR SERVICES PROVIDED, UNLESS SPECIFIED IN WRITING. YOU EXPLICITLY ACKNOWLEDGE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THIS SITE, THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE), OR SERVICES PROVIDED THROUGH THE KYBER WEBSITE, ITS SERVERS, OR EMAIL SENT FROM THE COMPANY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE OF THE KYBER MARKETPLACE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), OR SERVICES PROVIDED THROUGH THE KYBER MARKETPLACE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN THE AGREEMENT.

Certain services, infrastructure, or hosting resources may be provided through third-party cloud/hosting providers where production data is hosted on behalf of Kyber. While the infrastructure may be third-party hosted Kyber maintains access control and management responsibility over the platform data. However, we are unable to assume responsibility for oversight of errors and/or omissions that may occur by third party resources. Although we make commercially reasonable efforts to ensure the information received from an external database is free from viruses, malware, or any destructive instrumentality, we assume no responsibility for the presence of any viruses, malware, or any other destructive instrumentality transmitted to us from an external database.

The Kyber Marketplace may contain links and pointers to websites operated by third-parties. These links are provided solely as a convenience to you and not as an endorsement by us of the contents of such third-party websites. We are not responsible for the content of linked third-party websites and do not make any representations regarding the content or accuracy of materials on such third-party websites. If you decide to access linked third-party websites, you do so at your own risk.

To the extent allowed by applicable law, you agree to defend, indemnify and hold harmless Company and any of its directors, officers, members, shareholders, and employees and their heirs from and against any and all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of or related to your use of the Kyber Marketplace, or any breach by you of any term or condition of this Agreement. If any such action shall be brought against any indemnified party, they shall notify you in writing and user shall assume and control the defense and settlement of each such action, including the employment of counsel and payment of all expenses associated with such action. Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense, at their own cost unless otherwise agreed to by you.

The Company reserves the right to modify the terms, conditions, and notices under which the Kyber Marketplace is offered. Your continued use of the Kyber Marketplace after the postings of any amended terms and conditions shall constitute your agreement to be bound by any such changes.

This Agreement is the entire Agreement between the Company and you regarding the use of the Kyber Marketplace and all changes must be in writing as an amendment to this document. Verbal or other communications are not valid until written in this document. This Agreement does not modify any existing or future engagement letter for services provided to you by the Company and is not intended to be an engagement letter.

The term of this Agreement extends past the life of the Kyber Marketplace and remains in full force and effect even if access is terminated to you or to the Kyber Marketplace.

We may transfer, assign, sub-contract or otherwise deal with our rights and/or obligations under this Agreement. You may not transfer or assign this Agreement or your obligations thereunder.

If a provision of the Terms of Services is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provisions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

All Confidential Information disclosed hereunder will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information, but in no case less than reasonable care. The receiving party will limit access to Confidential Information to its affiliates, employees and authorized representatives with a need to know and will instruct them to keep such information confidential. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party (i) to the extent necessary to comply with any applicable law, (ii) as appropriate, to respond to any summons or subpoena or in connection with any litigation.

You acknowledge that the Company may use Confidential Information as permitted by applicable law to evaluate possible commercial arrangements between the Company, its affiliates or its recommended third parties and user, and to communicate with user from time to time regarding the Company’s products and services (including, without limitation, third party services) that may improve the efficiency of user’s operations or otherwise benefit user.

The Company may use internet/website analytics software tools and programs that collect, transmit, store, disclose and analyze certain information about the actual use of the Kyber Marketplace by users, permitted entities and/or providers (such as, but not limited to, pages viewed, links clicked, help functions used and other workflow information); such information shall not be considered Confidential Information hereunder and may be used by the Company for the purpose of license administration, error resolution and product analysis and improvement.

Should any portion of this Agreement be deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of all remaining provisions which will remain in full force and effect. The failure of the Company to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against the Company unless made in writing and signed by the Managing Member of the Company, and no such waiver shall be construed as a waiver in any other or subsequent instance.

This Agreement shall be governed by and construed in strict compliance with the relevant laws and regulations established by the government of Singapore.

Any dispute, controversy or claims arising out of this Agreement or breach, termination or invalidity thereto between the parties shall first be resolved amicably via negotiations.

Any dispute that cannot be resolved via negotiations, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The language shall be English, and the Arbitral seat shall be Singapore.

The Company is not liable under this Agreement for the non-performance caused by acts of war, terrorism, pandemic, epidemic, natural disasters (e.g., hurricanes, earthquakes), human-made disasters, other acts of God or nature, public health emergencies (including pandemics), public safety incidents, telecommunication or internet service interruption, strikes or other labor disputes or unrest, civil insurrections, riots, or other acts of civil disorder, acts of military, civil, or regulatory authority or any other events, conditions or causes beyond the Company’s reasonable control.