Terms of Service for Venue Managers
Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Avenevv website (www.avenevv.com), you agree to comply with and be bound by these Terms of Service.
Last updated: 16 November 2021
These Terms of Service ("Terms") constitute a legally binding agreement between you as a Venue Manager and Avenevv (as defined below) governing your access to and use of the Avenevv website, including any subdomains thereof, and any other websites through which Avenevv makes its services available (collectively, "Site") and all associated services (collectively, "Avenevv Services"). The Site and Avenevv Services together are hereinafter collectively referred to as the “Avenevv Platform”. All policies applicable to your use of the Avenevv Platform are incorporated by reference into these Terms.
When these Terms mention “Avenevv,” “we,” “us,” or “our,” it refers to the Avenevv Pte. Ltd. and our related entities, affiliates and subsidiaries.
“Venue Manager” refers to individuals, organisations, partnerships or other persons who list their Space on the Avenevv Platform. All Venue Managers must register for an account on the Avenevv Platform (“Avenevv Account”) and become a registered member (“Member”) in accordance with clauses 3 and 4. Venue Managers alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings and Venue Services. In many cities, Venue Managers may have to register, get a permit or obtain a license before providing certain Venue Services (such as preparing food, serving alcohol for sale, guiding tours or operating a vehicle). Venue Managers are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Venue Services they offer.
“Event Planners” refers to individuals, organisations, partnerships or other persons who make use the Avenevv Platform to browse Listings and make enquiries to Venue Managers. Event Planners do not need to register for an account on the Avenevv Platform.
1. Scope of Avenevv Services
1.1 The Avenevv Platform is an online venue listing platform that enables Venue Managers to list their Space and related event hosting services (“Venue Services”) to publish such Venue Services on the Avenevv Platform (“Listings”). Venue Services may include the offering locations (“Space”) for use, access to unique events and experiences (“Events”), and a variety of other add-ons like catering (“Add-ons”). Avenevv charges a prescribed fee (“Lead Generation Fee”) to Venue Managers depending on the number of leads generated each calendar month, in accordance with clause 4.
1.2 Avenevv may, from time to time, offer additional services (“Additional Services”) which shall be governed by their respective terms (“Additional Services Terms”), located in the Venue Manager Dashboard and chargeable at their fees as prescribed in the respective additional service page (“Additional Services Fees”). In the event of conflict between these Terms and the terms for the Additional Services, the terms for the Additional Services shall prevail.
2. Content and Risks
Due to the nature of the Internet, Avenevv cannot guarantee the continuous and uninterrupted availability and accessibility of the Avenevv Platform. The Avenevv Platform are provided on an as-is where-is basis and to the maximum extent permissible by law, Avenevv disclaims all warranties and makes no representations regarding the quality, accuracy, completeness or suitability of the materials on Avenevv Platform. Avenevv may change any information on Avenevv Platform, including functionality or performance thereof, any time without notice.
3. Account Registration
3.1 As a Venue Manager, you must register an Avenevv Account to access and use certain features of the Avenevv Platform, such as publishing a Listing. If you are registering an Avenevv Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
3.2 You must provide accurate, current and complete information during the registration process and keep your Avenevv Account and public Avenevv Account profile page information up-to-date at all times.
3.3 You may not register more than one (1) Avenevv Account unless Avenevv authorizes you to do so. You may not assign or otherwise transfer your Avenevv Account to another party.
3.4 You are responsible for maintaining the confidentiality and security of your Avenevv Account credentials and may not disclose your credentials to any third party. You must immediately notify Avenevv if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Avenevv Account. You are liable for any and all activities conducted through your Avenevv Account, unless such activities are not authorised by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
4. Eligibility, Using the Avenevv Platform, Member Verification
4.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Avenevv Platform or register an Avenevv Account. By accessing or using the Avenevv Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
4.2 You will comply with any applicable laws in your local jurisdiction.
4.3 Avenevv may make access to and use of the Avenevv Platform, or certain areas or features of the Avenevv Platform, subject to certain conditions or requirements, such as completing a verification process and meeting specific quality or eligibility criteria.
4.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members and (ii) screen Members against third party databases or other sources and request reports from service providers.
4.5 The access to or use of certain areas and features of the Avenevv Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Avenevv Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.
5.1 Avenevv may, at its sole discretion, enable Members to:
a) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Avenevv Platform ("Member Content"); and
b) access and view Member Content and any content that Avenevv itself makes available on or through the Avenevv Platform, including proprietary Avenevv content and any content licensed or authorised for use by or through Avenevv from a third party ("Avenevv Content" and together with Member Content, "Collective Content").
5.2 The Avenevv Platform, Avenevv Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Singapore and other countries. You acknowledge and agree that the Avenevv Platform and Avenevv Content, including all associated intellectual property rights, are the exclusive property of Avenevv and/or its licensors or authorising third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Avenevv Platform, Avenevv Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Avenevv used on or in connection with the Avenevv Platform and Avenevv Content are trademarks or registered trademarks of Avenevv in Singapore and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Avenevv Platform, Avenevv Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Avenevv Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Avenevv or its licensors, except for the licenses and rights expressly granted in these Terms.
5.4 Subject to your compliance with these Terms, Avenevv grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Avenevv Platform and accessible to you, solely for your personal and non-commercial use.
5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the Avenevv Platform, you grant to Avenevv a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Avenevv Platform, in any media or platform. Unless you provide specific consent, Avenevv does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.
5.6 Venue Managers shall submit Information and Images (as defined in clause 10(f)) of their Space to the Platform. As a Venue Manager, you are responsible for ensuring that your Space is accurately represented in the Information and Images and you will either update or stop using the Information and Images on or through the Avenevv Platform if they no longer accurately represent your Listing, if you stop listing the Space featured, or if your Avenevv Account is terminated or suspended for any reason. You acknowledge and agree that Avenevv shall have the right to use any Information or Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing, the Campaigns (as defined in clause 6) or otherwise, without further notice or compensation to you. Where Avenevv is not the exclusive owner of Information or Images, by using such Information or Images on or through the Avenevv Platform, you grant to Avenevv an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing, the Campaigns or otherwise, without further notice or compensation to you.
5.7 You are solely responsible for all Member Content that you make available on or through the Avenevv Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Avenevv Platform or you have all rights, licenses, consents and releases that are necessary to grant to Avenevv the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Avenevv's use of the Member Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.8 You will not post, upload, publish, submit or transmit any Member Content that:
a) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive;
b) is defamatory, libelous, obscene, pornographic, vulgar or offensive;
c) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
d) is violent or threatening or promotes violence or actions that are threatening to any other person or animal;
e) promotes illegal or harmful activities or substances; or
f) violates any other Avenevv policy.
Avenevv may, without prior notice, remove or disable access to any Member Content that Avenevv finds to be in violation of these Terms or Avenevv’s then-current policies or standards, or otherwise may be harmful or objectionable to Avenevv, its Members, third parties, or property.
5.9 Avenevv respects copyright law and expects its Members to do the same. If you believe that any content on the Avenevv Platform infringes copyrights you own, please notify us.
6. Leads generation campaigns
6.1 Avenevv may, from time to time, launch social media advertising campaigns on Facebook, Instagram, Messenger and other platforms (“Campaigns”) to promote Spaces listed on the Avenevv Platform. Under these Campaigns, Avenevv shall be responsible for:
a) the design, execution and administration of the Campaign from time to time for the purposes of generating leads for Spaces listed on the Avenevv Platform;
b) providing information about the Space to prospective customers;
c) obtaining contact and event details from prospective customers who are interested to make a booking of the Space (“Lead Details”);
d) conveying the Lead Details to the respective Venue Manager in accordance with clause 6.2; and
e) the expenses of the Campaigns.
6.2 When Avenevv receives Lead Details, it shall:
a) inform the Venue Manager through email to their registered email address notifying them that a lead has been received on the Avenevv Platform; and
b) subject to clause 6.3, make the Lead Details available for viewing on the Avenevv Platform for the Venue Manager.
6.3 Lead Details may be available for viewing on the Avenevv Platform (“Unlocked Leads”) or may only be available for viewing upon payment of the Lead Generation Fee (“Locked Leads”) in accordance with clause 7.
7. Lead Generation Fees
7.1 For the purposes of pricing, certain leads are complimentary (“Complimentary Leads”) and other leads are chargeable (“Paid Leads”). Avenevv reserves the right to determine, in its sole discretion, the number of Complimentary Leads and Paid Leads for each calendar month.
7.2 All Complimentary Leads will be Unlocked Leads which are immediately available for viewing on the Avenevv Platform. All Paid Leads will be Locked Leads and shall be converted to Unlocked Leads upon payment of the Lead Generation Fee.
7.3 The Lead Generation Fee for converting Locked Leads to Unlocked Leads shall be determined by Avenevv from time to time, and shall be notified to Venue Managers through the Avenevv Platform before any payment is collected.
7.4 All Lead Generation Fees paid is applicable for the month and it corresponds to and to convert the specified quantity of Locked Leads to Unlocked Leads only. Separate Lead Generation Fees will have to be paid:
a) to convert additional Locked Leads to Unlocked Leads in the same month where specified quantity of Locked Leads exceeds the purchased tier of Lead Generation Fee; or
b) to convert Locked Leads to Unlocked Leads in a different month, notwithstanding the specified quantity of Locked Leads to Unlocked Leads in the month which Lead Generation Fee is paid is not fully utilised.
7.5 Venue Managers may decide, in their sole discretion, whether to pay the Lead Generation Fee to convert Locked Leads to Unlocked Leads. Locked Leads will be stored in the Avenevv Platform up till the end of the 12th calendar month from the date the Lead Details are populated on the Avenevv Platform (“Availability Period”) and Venue Managers may choose to pay the prevailing Lead Generation Fee anytime within the Availability Period to convert the Locked Leads to Unlocked Leads. Locked Leads not converted within the Availability Period will expire and will no longer be available for conversion to Unlocked Leads after the Availability Period. Unlocked leads will be stored in the Avenevv Platform up for up to 7 years from the date the Lead Details are populated on the Avenevv Platform.
7.6 Subject to clause 14, Lead Generation Fees paid are non-transferable and non-refundable.
8. Additional Services Fees
Additional Services Fees paid are, unless otherwise stated in the additional services page or Additional Services Terms, non-transferable and non-refundable, and cannot be carried forward if unutilised within the subscription period (if any).
Payment of the Lead Generation Fee and Additional Services Fees may be made through credit card, bank transfer, third party payment gateways or such other means and methods which Avenevv may make available from time to time. Where third party payment gateways are used and the Venue Manager chooses to make payment through that third party payment gateway, the Venue Manager undertakes to also comply with any terms and conditions imposed by that third party payment gateway.
10. Warranties by Venue Manager
You as a Venue Manager warrant that:
a) you have full power and authority to enter into and perform the obligations as a Venue Manager under these Terms;
b) you have obtained and will keep in full force and effect at all times, in respect of their Spaces listed on the Avenevv Platform, a policy or policies of insurance covering public liability for injury to persons or property with policy limits and provisions conforming to such requirements as Avenevv or the law may from time to time prescribe;
c) you have the full power and authority to list the Spaces on the Avenevv Platform;
d) you have not entered into and will not enter into any arrangement which may conflict with these Terms;
e) you have provided complete and accurate information about the Space (such as description, floorplan, capacity, location, and calendar availability) in the Listing;
f) the pictures, animations or videos (including those marked as ‘Verified by Avenevv’) (collectively, "Images") and the details of the Space, Event or Venue Services including but not limited to their name, type, charges and location (collectively, “Information”) you provide Avenevv to be used in the Listings accurately reflects the quality and condition of its Space, Event or Venue Services. Avenevv reserves the right to require that Listings have certain Information or that a minimum number of Images of a certain format, size and resolution;
g) you have disclosed any deficiencies, restrictions (such as house rules) and requirements that apply (such as any minimum age, proficiency or fitness requirements for an Event) and shall keep its Information (including calendar availability) up-to-date at all times;
h) you shall not impose any conflicting terms and conditions in its Listing which conflicts with these Terms or the relevant cancellation and refund policy for your Listing; and
i) you shall comply with all applicable laws (such as zoning laws), tax requirements, and other rules and regulations (including having all required permits, licenses and registrations).
11. Data policies
11.1 For all data, content, and information owned or created by the Venue Manager that is stored using, or inputted into, the Avenevv Platform, or otherwise provided to Avenevv (“Data”), you acknowledge and agree that:
a) Avenevv may require access to the Data to exercise its rights and perform its obligations under these Terms;
b) To the extent that this is necessary but subject to clause 12, Avenevv may authorise a member or members of its personnel to access the Data for this purpose;
c) Avenevv may:
(i) use Data and information about the Venue Manager’s use of the Avenevv Platform to generate statistical and analytical data (“Analytical Data”);
(ii) use Analytical Data for Avenevv’s internal research and product development purposes and to conduct statistical analysis and identify trends and insights;
(iii) supply Analytical Data to third parties; and
(iv) publish the Analytical Data;
d) title to, and all Intellectual Property Rights in, Analytical Data is and remains the property of Avenevv; and
e) Avenevv’s rights under this clause 11.1 will survive termination or expiry of these Terms.
11.2 To the extent that the Data contains personally identifiable information (“Personal Data”), the Venue Manager must obtain all necessary consents from the relevant individual in accordance with the Personal Data Protection Act to enable Avenevv to collect, use, hold and process that information in accordance with these Terms.
11.3 While Avenevv will take reasonable measures to back up all Data stored on the Avenevv Platform, the Venue Manager agrees to keep a separate back-up copy of all Data uploaded by it onto the Avenevv Platform. Avenevv will not be liable for any loss of data.
11.4 The Venue Manager agrees that Avenevv may store Data (including any Personal Data) in secure servers in jurisdictions other than Singapore and may access that Data (including any Personal Data) in Singapore and other jurisdictions from time to time.
12. Intellectual Property
12.1 In this clause 12, Intellectual Property Rights means title to, and all copyright and all rights existing anywhere in the world conferred under statutes, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activities.
12.2 Subject to clause 12.3, title to, and all Intellectual Property Rights in, the Avenevv Services and Avenevv Platform is and remains the property of Avenevv (and its licensors). The Venue Manager must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
12.3: Subject to clause 12.4, title to, and all Intellectual Property Rights in, the Data (as between Avenevv and the Venue Manager) remains the property of the Venue Manager. The Venue Manager grants Avenevv a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with these Terms.
12.4: Where the Venue Manager engages Avenevv to provide consultancy, advertising, marketing, promotion or other services, the copyright and database right (and all other Intellectual Property Rights) in the reports, media assets or any other material created or prepared (the “Product”) (whether or not provided to the Venue Manager) by Avenevv shall belong to Avenevv. This is notwithstanding that Avenevv may have used the Data to create or prepare the Product or that the Product is an enhancement, modification or derivative work of the Data.
12.5: The Venue Manager shall return all originals, copies, reproductions and summaries of any Product in whatever form at Avenevv’s request or, at Avenevv’s option, certify destruction of the same.
12.6: To the extent not owned by Avenevv, the Venue Manager grants Avenevv a royalty-free, transferable, irrevocable and perpetual licence to use for Avenevv’s own business purposes any know-how, techniques, ideas, methodologies, and similar intellectual property or Intellectual Property Rights used by Avenevv in the provision of the Avenevv Platform or Avenevv Services.
13. Confidentiality between Venue Manager and Avenevv
13.1 In this clause 13, Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, these Terms. Avenevv’s Confidential Information includes the Intellectual Property Rights owned by Avenevv or its licensors, the Lead Generation Fee and Additional Services Fees. The Venue Manager’s Confidential Information includes the Data.
13.2 To carry out the obligations under these Terms, either the Venue Manager or Avenevv (as the “Disclosing Party”) may, from time to time, provide Confidential Information, to the other party (as the “Receiving Party”). Subject to clauses 11 and 12, the Receiving Party hereby unconditionally and irrevocably agrees to (and shall procure that its personnel also):
a) hold and keep in strictest confidence any and all such Confidential Information;
b) not disclose such Confidential Information to any third party, except as provided for in these Terms;
c) not use, or permit or cause to be used, any of the Confidential Information for any purpose other than for the purposes of these Terms; and
d) not reverse engineer, decompile or disassemble any programs or software disclosed by the Disclosing Party except as prescribed under written law.
13.3 Subject to clauses 11 and 12, the Receiving Party shall take all steps and measures to minimise the risk of disclosure of the Confidential Information and by ensuring that only such of the Receiving Party's personnel whose duties require them to possess the Confidential Information shall have access to the Confidential Information on a need-to-know basis. In any event, the Receiving Party shall be responsible for any breach of the terms of these Terms by any of the Receiving Party's personnel and shall take all measures (including but not limited to court proceedings) to restrain the Receiving Party's personnel from prohibited or unauthorised disclosure or use of the Confidential Information.
13.4 In the event that the Receiving Party becomes aware of any suspected or actual unauthorised use, reproduction or disclosure of Confidential Information, the Receiving Party shall (i) take all steps to notify the Disclosing Party of such unauthorised use, reproduction or disclosure immediately, and (ii) at its own expense, immediately take all steps to stop such suspected or actual unauthorised use, reproduction or disclosure.
13.5 Subject to clauses 11 and 12, the Receiving Party shall ensure that the Confidential Information will not at any time be copied or reproduced in any form whatsoever by it, any of the Receiving Party's personnel or any other third parties without the express written permission of the Disclosing Party. For the avoidance of doubt, “reproduction” shall, for the purposes of this clause, include storage of Confidential Information in electronic media, the hosting of the Confidential Information on networks, devices or system and downloading, uploading or transmission of Confidential Information. The Receiving Party agrees to take reasonable steps to segregate and properly label all Confidential Information of the Disclosing Party from the confidential materials of others in order to prevent commingling.
13.6 Notwithstanding any other provision of these Terms, the confidentiality obligations under clauses 13.2 to 13.5 shall not apply to Confidential Information which the Receiving Party can prove:
a) at the time of disclosure to the Receiving Party is in the public domain;
b) is or becomes publicly available without breach of these Terms;
c) was previously lawfully in its possession as evidenced by written records and which was not acquired directly or indirectly from the Disclosing Party;
d) is independently developed by the Receiving Party whether on its own or jointly with another party;
e) is required to be disclosed by law; or
f) became known to the Receiving Party from a source other than the Disclosing Party other than by the breach of an obligation of confidentiality owed to the Disclosing Party whether under these Terms or at law.
13.7: Without prejudice to the generality of clause 13.6, in the event any announcement or disclosure is required by any court, governmental or regulatory order or by the rules of any stock exchange, the Receiving Party shall take reasonable steps to promptly inform the Disclosing Party so as to provide the Disclosing Party with an opportunity to object to or seek an appropriate remedy to prevent such disclosure. In any event, the Receiving Party shall disclose only such Confidential Information to the extent required by the relevant court, governmental or regulatory order or stock exchange requirements.
13.8: The confidentiality obligations under this clause 13 shall be effective on acceptance of these Terms by the Venue Manager and continue for as long as the Receiving Party uses, or may require the use of the Confidential Information and, unless otherwise agreed between the Venue Manager and Avenevv in writing, continue after the expiry or termination of any use of the Confidential Information by the Recipient, for a period of one (1) year from such expiry or termination.
14.1 These Terms shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Avenevv terminate these Terms in accordance with this provision.
14.2 You may terminate these Terms by giving us thirty (30) days' notice via email. The termination will be effective once we remove your Spaces and Listings from the Avenevv Platform, and any Lead Generation Fees paid will not be refunded for cancellation under this clause.
14.3 Without limiting our rights specified below, Avenevv may terminate these Terms for convenience at any time by giving you thirty (30) days' notice via email to your registered email address. Where we choose to terminate these Terms under this clause, you agree that we may refund you any Lead Generation Fees you paid for existing and future months and thereafter any claim you have against Avenevv shall be subject to clause 15.
14.4 Avenevv may immediately, without notice, terminate these Terms and/or stop providing access to the Avenevv Platform if (i) you have breached your obligations under these Terms or any of Avenevv’s policies, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Avenevv believes in good faith that such action is reasonably necessary to protect the personal safety or property of Avenevv, other users of the Avenevv Platform, or third parties. Where we choose to terminate these Terms under this clause, we reserve the right to set off our losses and damages against any Lead Generation Fees paid.
14.5 In addition, Avenevv may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, our policies, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Avenevv Account registration, Listing process or thereafter, (iv) you and/or your Listings, Spaces or Venue Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor feedback or reviews by customers or Avenevv otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) Avenevv believes in good faith that such action is reasonably necessary to protect the personal safety or property of Avenevv, its Members or third parties, or to prevent fraud or other illegal activity:
a) refuse to surface, delete or delay any Space, Listings or other Member Content;
b) prevent the conversion of any Locked Leads to Unlocked Leads;
c) limit your access to or use of the Avenevv Platform;
d) temporarily or permanently revoke any special status associated with your Avenevv account;
e) temporarily or in case of severe or repeated offenses permanently suspend your Avenevv Account and stop providing access to the Avenevv Platform.
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Avenevv and an opportunity to resolve the issue to Avenevv's reasonable satisfaction.
14.6 When these Terms has been terminated, you are not entitled to a restoration of your Avenevv Account or any of your Space, Listing or other Member Content. If your access to or use of the Avenevv Platform has been limited or your Avenevv account has been suspended or these Terms has been terminated by us, you may not register a new Avenevv account or access and use the Avenevv Platform through an Avenevv account of another Member.
15. Limited Liability
15.1 Subject to clause 14, our liability under this Terms shall be limited to the Lead Generation Fee paid by the Venue Manager to Avenevv in the one (1) month period prior to the event giving rise to the liability, or one hundred Singapore dollars (S$100), if no such payments have been made.
15.2 Subject to our maximum liability under clause 15.1, you agree to release, defend (at Avenevv’s option), indemnify, and hold Avenevv and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms, (ii) your improper use of the Avenevv Services, (iii) your interaction with any other person through the Avenevv Platform, your use of the Space, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use, or (iv) your breach of any laws, regulations or third party rights.
16. Changes to Terms
Avenevv reserves the right to change these Terms of Service from time to time in our sole discretion. We encourage you to frequently check this page for any changes, which will be indicated by a change in the “Last Updated” date. Where these Terms are changed, we will also provide you with notice by email immediately. Any changes to these Terms shall be effective immediately upon public posting. If you disagree with the revised Terms, you may terminate your relationship with Avenevv with immediate effect by disabling your Account. Your continued access to or use of the Avenevv Platform will constitute acceptance of the revised Terms.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Avenevv Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact Us” section of the Avenevv Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
If any clause of these Terms is prohibited by law or held by a court of competent jurisdiction to be unlawful, void or unenforceable, the clause shall, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining clauses of these Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.
20. Third Parties Rights
Any person or entity who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any of these Terms.
21. Governing Law
These Terms shall be governed by Singapore law. The courts in Singapore shall have exclusive jurisdiction to interpret and enforce these Terms.
22. No Relationship, No Waiver, No Assignment and Notices
22.1 No joint venture, partnership, employment, or agency relationship exists between you or Avenevv as a result of these Terms or your use of the Avenevv Platform.
22.2 Avenevv’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
22.3 You may not assign, transfer, or delegate these Terms and your rights and obligations hereunder without Avenevv’s prior written consent. Avenevv may without restriction assign, transfer, or delegate these Terms and any rights and obligations, at its sole discretion, with thirty (30) days’ prior notice. Your right to terminate these Terms at any time remains unaffected.
22.4 Unless specified otherwise, any notices or other communications permitted or required under these Terms, will be in writing and given by Avenevv via email or Avenevv Platform notification. The date of receipt will be deemed the date on which Avenevv transmits the notice.