Clause 1. Purpose

The purpose of these Terms of Use (the “Terms of Use”) is to define rights, obligations and responsibilities of SHIP-DA SG.PTE.LTD (the “Company”) and of the Members (defined hereunder) in connection with the Bri Service (the “Services”) provided by the Company.

Clause 2. Definition

In the Terms of Use, the following words shall have the following meanings, unless they contradict the context or subject matter.

1. “Bringoodz” means a virtual business places in which the Company will provide the Bringoodz Services using information and communication facilities such as computers in accordance with the Terms of Use in order to trade goods or services. It also means the Company that operates Bringoodz.

2. “Bringoodz Services” or "Services" mean transportation services to be performed by the Company after using Bringoodz to receive a request from a Member to transport cargo and to provide customs clearance services pursuant to an agreement between the parties in accordance with the Terms of Use.

3. "Member" means a corporation that has joined Bringoodz as a member, and any individual natural person cannot join as a member.

Clause 3. Effectiveness of Terms of Use

1. The provisions included in the Terms of Use shall come into effect when a Member indicates its agreement to the Terms of Use through the Bringoodz website.

2. The Company may change, amend, or replace the Terms of Use at its sole discretion at any time. Any updated Terms of Use shall be available on the website of Bringoodz (https://sg.ship-da.com/policy/use) and any Member’s use of Bringoodz Services after such changes have been updated will constitute agreement to the modified Terms of Use and all of the changes.

3. If the Company revises the Terms of Use, it shall notify its Members 15 days in advance, and shall specify the effective date, details of the amendment, the reason for the amendment, etc.

4. After the Terms of Use are amended, a Member may submit its feedback on the amendment to cs@ship-da.com for the Company’s consideration. For the avoidance of doubt, the Company is not obligated to respond or acknowledge receipt of such feedback.

5. If a Member does not agree to the amended Terms of Use, the Member may not be allowed to use the Bringoodz Service.

Clause 4. Sign Up

1. To join as a Member of the Bringoodz, it is necessary for an applicant corporate to submit an application to “Sign Up” via the website of the Bringoodz (https://sg.ship-da.com) and submit the necessary documents and corporate information requested by the Company.
2. The member's trade partner at the member's export or import destination is referred to as a 'partner' member, and you can sign up as a 'partner' member after submitting the same information as the membership information on the website through the e-mail invitation of Bringoodz 'member'. Partner members can use the purchase order management function among Bringoodz services, and when submitting essential documents and corporate information requested by the company, all Bringoodz services can be used in the same way as Members.
3. The Company may reject any application of an applicant if one of the following circumstances is known to the Company:
   1. If an applicant submits with any other corporation than its own corporate name;
   2. If there is any false information, omission, or error in the application;
   3. If proceedings are ongoing, or have started, or threated against the applicant in relation to any liquidation, insolvency, winding-up or dissolution, any scheme of arrangement, reconstruction, administration, composition with creditors, debt moratorium, receivership or trusteeship or debt restructuring, or any similar Proceedings, actions or steps;
   4. If the Company considers that it may be contrary to social and public order or may jeopardise or disrupt the Company’s provision of Services; or
   5. If an applicant submits an application with the intent to interfere with operation of this system.

Clause 5. Notification to Members

1. The Company may notify a Member by addressing to the e-mail address designated by the Member in advance in agreement with the Company.
2. The Company shall be deemed to have given notices by posting such notification on the website of the Bringoodz for 7 days or more. Notwithstanding the foregoing the Company will give a notice to some Members by email if the Company considers that the contents of notice have a significant impact on transactions with specific Members.

Clause 6. Obligation of Company

1. The Company endeavours to provide the Members with the Services specified in this Terms of Use continuously and stably.
2. The Company shall have a security system for protecting Members' personal information (including credit information).
3. The Company shall not engage in any act prohibited by the relevant laws of Singapore and the Terms of Use.

Clause 7. Suspension of Services

1. The Company may temporarily suspend the provision of the Services in case of maintenance, inspection, replacement, or breakdown of information and communication facilities such as computers, or interruption of communication or any other similar events arise out of the following events:

   1. an abnormal excessive traffic occurs in connection with a system operated by a Member using the Services, which affects the network;

   2. a Member is deemed to be a risk to the Company's service operation due to his/her failure to properly update security;

   3. there is any unavoidable cause such as termination/cancellation of contracts between the Company and a third party related to provision of the Services, facility maintenance inspection, repair, or other maintenance work, etc

   4. there is risk of disruption to normal operation of the Services due to national emergency, facility defects, or rapid increase of use of the Services;

   5. the Company is unable to provide the Services due to unavoidable reasons such as natural disasters;

   6. the telecommunications service (as defined in the Telecommunications Act 1999) provider discontinues its telecommunications service;

   7. a Member uses the Services for a purpose contrary to the national interest or public interest;

   8. a Member's use of the Services is in breach of relevant laws and regulations or violates public ethics or order;

   9. a Member's act damages the reputation of others or causes disadvantages;

   10. the server being used by the Member is infected, hacked, or suspected of subject to any computer virus attack;

   11. there is a legal basis for suspending the Member's use of the Services, such as a third party claiming infringement of the Member's information processed by the Member through the Services (including but not limited thereto);

   12. a government authority requests or orders to suspend use of the Services temporarily following procedure established by law; or

   13. a Member uses the Services in breach of any terms or conditions established by the Company.

2. The Company shall not be liable to compensate any loss suffered by any third party or a Member if such loss is caused by suspension of the Services arising out of or in connection with any circumstance or event provided in paragraph (1) of this Clause.

3. If the Company is unable to provide the Services any longer by reason of changing type of business, discontinuing business, or integration between businesses, etc, the Company shall give notice to the Members in accordance with Clause 5.

Clause 8. Engagement of Actual Carriers

1. For the purpose of conducting the Services, the Company may sub-contract an actual carrier. The actual carrier means a company, a legal entity and its sub-sub-contractor, who carries out transportation, storage and customs agency (regardless of whether it has contractual relationship with the Company), being inclusive of airlines, ocean carriers, stevedores, airports or dock workers, terminal operators, warehousemen, truckers, railway companies, and their agents or customs clearance agents.

Clause 9. Company’s Rejection to Provide Services

The Company may reject to provide the Services to a Member in accordance with the Terms of Use when the Company considers that the following circumstance arises or would arise if:

1. any information or request provided by a Member is false or omitted or has typo;

2. it is deemed necessary to do so in order to comply with the law, government regulation, order or direction;

3. the Company considers that performance of the Service as per Members’ request may jeopardise, or have a considerable adverse effect on safety of other cargoes, persons or properties;

4. the Company considers that it is inappropriate for the Company to carry out the Services by reason of weight, size, nature, or any other condition of the cargo; or

5. the following cargoes are the subject matter of the Services:

   • Corpses or cremated human remains or ashes;

   • Bank notes, cheques, or any other negotiable instrument;

   • Animal product (including ivory, shark fins, and animal corpses captured or hunted)

   • Firearms/explosives (including gun parts such as telescopes for guns, gun barrels, and firing mechanisms)

   • Counterfeit;

   • Narcotics;

   • Hazardous waste;

   • Live animal;

   • Gold bullion or jewellery;

   • Processed precious stone;

   • Illicit tobacco or other goods prohibited by law;

   • Military supplies (items classified as secret by government);

   • Personal chattel (personal belongings) and inventories, commercial product for personal use, donated items (non-commercial);

   • Plants (including seeds, soil, moss, but only if transport of them is prohibited by CITES (the Convention on International Trade in Endangered Species of Wild Fauna and Flora));

   • Unauthorised source of food (including frozen meat, chicken and duck being packaged improperly) * Any end product of frozen food being packaged properly is not prohibited;

   • Laboratory sample/kit containing unidentified constituent;

   • Fragile items during transportation, perishable goods, and goods packaged improperly;

   • Items prohibited under the law, regulation or order of the government of the country of loading, transit, or destination;

   • Items prohibited to be carried by air or by sea, domestically or internationally; or

   • Any other items which the Company considers inappropriate to provide the Services by reason of false entries in the relevant transportation documents or insufficiency of packing.

6. Dangerous Cargo

   If the cargo falls under the following class, any booking of shipment or transportation shall be prohibited:

   • Classes 1.1, 1.2, 1.3 and 1.5
   • Classes 2.2 (UN 2455) and 2.3
   • Class 6.2
   • Class 7

7. The Company has a right to decline or reject an order to transport from a Member and has a right to prohibit or restrict any transportation services, for any specific route such as a country or region of departure and/or destination, considering any applicable laws and regulations including, but not limited to, U.S. EAR (Export Administration Regulations) and/or any other countries’ sanctions.

Clause 10. Withdrawal from Membership, Disqualification and Termination of Terms of Use

1. A Member may request withdrawal from membership in the Bringoodz at any time under the Terms of Use, and the Company may process the withdrawal procedure immediately.

2. If a Member requests withdrawal from membership, the Company will process administrative work to terminate the agreement with the Member, to restrict the Member’s account, and to disqualify the Member.

3. In respect of paragraphs (1) and (2) above, for the purpose of the withdrawal from membership and the termination of the agreement, all transactions between the Company and a Member in connection with any ongoing Services shall have been completed, and the Member shall bear any disadvantage or detriment arising out of or in connection with the termination of the Services in progress.

4. A Member shall bear any disadvantage or detriment arising out of or in connection with the withdrawal from membership, and the Company may retrieve any additional benefits awarded to the Member in case of termination of the Terms of Use.

5. In case of expiration of or termination of the Terms of Use by withdrawal of a Member, the Company shall charge any amount due in relation to the Services provided by the date of expiration or termination, and the Member shall pay such amount within [10 Business Days] as from the date when the Member receives the bill from the Company.

6. The Company may restrict or suspend membership of a Member immediately when one of the following circumstances arises, and the Company may return any cargo at the Member’s own costs and risk if the Company receives the cargo or the cargo is in transit.

   1. Any falsification in the membership application form is identified;

   2. A Member fails to perform its contractual obligations, including obligation to make payment by due date, arising out of or in connection with the Services provided;

   3. Threatening e-commerce order such as committing identity theft;

   4. By utilising the Bringoodz Services, carrying out any activity, which is prohibited by the relevant law and the Terms of Use or is contrary to public order and customs;

   5. Infringing any copyright or other right of the Company, of another Member, or of any other third party;

   6. The Services are planned or executed for the purpose of hindering the national interest or social public interest;

   7. Distributing the computer virus programs, etc. that cause malfunction of communication facilities or destruction of information;

   8. Copying, distributing or using commercially, without prior consent of the Company, any information obtained while the Services were used;

   9. A Member breaches the explicit obligation in the Terms of Use, or applies for provision of the Services without giving notice to the Company regarding the contents of the service rejection cargo in accordance with Clause 9; or

   10. Committing an act in breach of any terms or conditions established by the Company or other relevant laws.

7. The Company may disqualify the membership in the below listed circumstances. If the Company disqualified the membership, the membership registration may be terminated. In this case, the Company shall give a Member an opportunity to explain by notifying the Member at least 30 days in advance that the Member’s registration would be terminated and the reason for such termination.

   1. If Bringoodz restricts or suspends a membership pursuant to paragraph (6) of this Clause, and if the same act is repeated or the reason for disqualification is not rectifying within 30 days;

   2. If the Member fails to make payment within 2 months in respect of any invoice to a transportation requested by the Company; or

   3. If it is reasonably determined based on objective data that a Member used the Services for illegal, unlawful, and unjust purposes.

Clause 11. Method of Payment

1. Prior to the commencement of the Services of an individual cargo, a Member subject to use our service shall make advance payment for the Services determined by the Company by transferring the payment to the Company’s designated account. In case of using the freight rate notified in foreign currency, the exchange rate applied at the time of the advance payment is the exchange rate on the day of the advance payment, and the exchange rate according to the Terms of Use shall be applied when the final amount is settled after the Services is completed.

2. The transportation will not be completed if the Services payment is not paid, and the Member will bear all costs until the Services are completed including the storage costs or cargo return costs, etc.

3. The Company may request a Member to provide guarantees (hereinafter, “payment guarantees”) from bank, insurance company, and surety insurance company to designate the Company as beneficiaries in order to secure the payment of the Services, and the Member shall provide the Company with the payment guarantees accordingly.

4. The Company provides the Services to a Member within the guaranteed amount of the payment guarantees provided by the Member, and if the payment guarantee amount or period is insufficient, the Company may request additional payment guarantees to the Member.

5. If the Member does not proceed with the additional payment guarantee requested by the Company, the Company shall not bear any obligation to provide the Services and shall not bear any responsibility arising from such failure to provide the Services.

6. If a Member fails to make payment for the Services within the payment due date, the Services and transport booking of the Member may be automatically suspended, and the Company may request a change in the payment terms. And the Company may request the payment before the deadline if the Company deems it is necessary for provision of the Services even within the payment due date.

Clause 12. Payment for Services

1. Additional expenses incurred other than the Quotation and the Services fees based on a Member’s Services application shall be borne by the Member as actual expenses, and the Company shall not be obliged to pay these additional expenses on behalf of the Member.

2. Additional expenses are expenses incurred other than air and shipping charges, which are the costs of the Bringoodz Services. It refers to any costs imposed by a third party, not by the Company, such as customs duties, taxes, and standard surcharges imposed in the destination country.

3. In the case of using the freight charge notified in foreign currency, the exchange rate standard is applied as follow :
   Morning exchange rate from 'Fixer.io' based on the invoice issuance date.

Clause 13. Compensation for Damages and Scope of Liability

The Company shall be liable for damages to a Member if any loss suffered by the Member is attributable to the Company in accordance with the Terms of Use. Nevertheless, Singapore law and/or commercial practice shall apply if any terms or conditions is not stipulated or issued in the Terms of Use.

Clause 14. Company’s Limitation of Liability

The Company shall not be liable for damages arising from any of the following circumstance:

1. Force Majeure;

2. The Services which have not been provided by the Company;

3. Any act or omission by a Member, or consignor, consignee and the owner of cargo or its agent or representative;

4. War, riot or civil war, terror, piracy or other similar acts;

5. Judicial seizure, quarantine restrictions or other restrictions by public authorities;

6. Strike/sabotage, or other labour disturbance or lock out;

7. Particular nature or latent defect of the cargo;

8. Outbreaks of infectious diseases, rapid changes in economic conditions;

9. Natural disasters such as earthquakes, tsunamis, floods, typhoons, and extreme bad weather, etc.;

10. If the Services is suspended after having given prior notice of any suspension of Service arising out of any unavoidable circumstances , except where the Services is suspended due to the r gross negligence of the Company;

11. The Company has discontinued the Services for the purpose of performing a regular inspection which is notified or announced in accordance with the Clause 5;

12. An infringement due to a Member's negligence in managing system security;

13. The Services are interrupted due to national emergency, national network failure, or corresponding force majeure;

14. the Services are interrupted to prevent the spread of accidents in a Member's system using the Services;

15. Any service failure occurs due to illegal infringement from outside even though the Company has taken protective measures under relevant laws and regulations;

16. Any service was provided free of charge to the customer;

17. Damage incurred in connection with refuse-of-service cargo under the Clause 9; or 18. Other reasons beyond the control of the Company.

Clause 15. Obligation of Members

1. A Member shall comply with applicable laws and regulations, the Terms of Use, and any other use guidance, etc. notified by the Company to the Member, and shall not engage in any other acts that interfere with the Company’s Services.

2. As there is no excuse for ignorance of terms and conditions binding a Member and the Member shall bear all responsibility in connection with any problem caused by such ignorance, a Member must carefully peruse the contents of "Terms of Use" etc. before engaging the Company’s Services.

3. A Member shall accurately verify details and conditions for the Services prior to agreeing to the Terms of Use. A Member shall bear any and all losses incurred in conducting the transaction without checking the transaction details and terms of the transaction.

4. Any information provided by a Member shall be true, and if the information is false or inaccurate or if such information causes damage to the Company or any other person/users, the Member shall bear all responsibilities, including civil and criminal liability.

5. A Member shall use the Services in compliance with the way determined and acknowledged by the Company.

6. A Member shall not do any of the followings:

   1. Providing false information when applying for or changing the Services;

   2. Altering the Company's posted information without consent by the Company;

   3. Transmitting or posting any other information (such as computer program, etc.) (e. g. providing an Internet "link" to the Bringoodz platform, or "framing" or "mirroring" the app to another server, wireless or Internet-based device) than the information permitted by the Company;

   4. Using another person’s identifying information, such as his/her ID or password;

   5. Infringing intellectual property rights such as copyright of the Company or of any third party;

   6. Inflicting harm on reputation of the Company or any other third party, or interfering with their businesses;

   7. Disseminating or posting obscene or violent messages, images, voices, or other information that is contrary to public order and morals to the Company;

   8. Posting content that interferes with the Company’s business without any justification;

   9. Accessing the app for the purposes listed below as an act of copying, disassembling, imitating, or modifying the Service through any manipulation;

   10. Activating automatic programs or scripts such as web spider, web crawler, web robot, web ant, web indexer, bot virus or worm to disrupt the Company's normal service by using the Services differently from normal usage such as designing ideas, features, functions and graphics similar to the Bringoodz platform to design or produce reverse engineering or competing products or services, or using automatic access programs to duplicate ideas, features, functions, and graphics, etc;

   11. The Company may increase level of restriction on the use of the Services by warning, suspension, permanent suspension, etc. if a Member fails to fulfil the obligations under the Terms of Use or interferes with the normal operation of the Service; or

   12. Breaching any other relevant laws, or provisions posted separately by the Company.

Clause 16. Obligation of Members related to Open AI

A Member is solely responsible for any third party software, services or other products, as well as any third party artificial intelligence software or systems (collectively, the “Third Party Products”) the Member uses in connection with the Company’s services (the“Services”).

Third Party Products include, but are not limited to, OpenAI, L.L.C.’s ChatGPT plugin, which allows Members who choose to enable such plugin to send instructions and receive information from external applications or websites.

A Member may use a Third Party Product with any Service only in a manner that does not subject the Company’s intellectual property or technology to any terms and conditions governing such Third Party Product. The Company is not a party to and is not bound by such terms and conditions.

The Company does not grant any licenses or rights, express or implied, to such Third Party Product.

Artificial intelligence and machine learning are rapidly evolving fields, and the Services may sometimes produce incorrect or misleading results. Members shall always evaluate the accuracy and usefulness of any output from the Services before using them.

The following terms and conditions govern the use of any Third Party Products in connection with the Services by Members:

1. Services and company disclaim all warranties including but not limited to warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, and quiet enjoyment, and any warranties arising out of any course of dealing or trade usage. Company does not warrant that the services will be uninterrupted, accurate or error free, or that any content or information will be secure or not lost or altered;

2. Neither company nor any of company’s affiliates or licensors will be liable for any indirect, incidental, special, consequential or exemplary damages, including damages for loss of profits, goodwill, use, or data or other losses, even if company has been advised of the possibility of such damages;

3. Company’s aggregate liability shall not exceed the greater of one hundred dollars (USD $100);

4. The Company is not responsible for the accuracy, completeness or reliability of any content or information provided by Members or generated by any Third Party Products;

5. Members will not: (1) use the Services in a way that infringes, misappropriates or violates any person’s rights; and (2) provide any personal information in the process of using the Services through any Third Party Products; and

6. Members’ information, questions and/or requests to use the Services through any Third Party Products will not:

   1. pose a security vulnerability or threat to the Company or any Third Party Products;

   2. interact with the Company or any Third Party Products in a manner that is deceptive, false, misleading, or harassing;

   3. contain illegal, defamatory, pornographic, harmful, infringing, or otherwise objectionable content;

   4. include any malware, viruses, surveillance, or other malicious programs or code; and

   5. interfere with, damage, or access in any unauthorized manner any software, technology or services of the Company or any third party.

Clause 17. Attribution and Restriction of Intellectual Property Rights

1. The Company reserves any copyright and all other intellectual property rights for works produced by the Company.

2. A Member shall not use the information obtained by using the Services for profit or use it to third parties without the Company’s prior consent by way of copying, transmitting, publishing, distributing, broadcasting, or otherwise, and shall pay damages if the Company suffers loss caused by the foregoing.

Clause 18. Obligation to protect personal information of a Member

1. When collecting the information of a Member, the Company may collect, process, store, and manage the minimum information necessary to perform its contractual obligations. In this case, such collecting and using of the personal information will be agreed by the Member. The Member shall collect any personal data (as defined in the Persona Data Protection Act 2012) and store it in accordance with the Personal Data Protection Act 2012 of the Singapore statutes.

2. The Company shall not use the personal information provided by a Member or disclose it to a third party without the consent of the Member subject to the following exceptions:

   1. If the Company obtains prior consent from a Member for allowing the Company to disclose personal information to third parties for the purpose of providing the Services;

   2. If the Company provides the personal information in a form that cannot identify a particular individual for the purpose of statistics preparation, academic research, or market research;

   3. If it is necessary for settlement payments due to transactions of goods;

   4. If it is necessary for identification to prevent identity theft; or

   5. If it is unavoidable to disclose such information under the statutory provisions or the law.

3. A Members' consent to Company’s collecting, using, and providing the personal information to third parties shall be notified to the Company's personal information processing policy and posted on this service website.

4. A Member may request access to their information and correct errors at any time, and the Company is obliged to take necessary measures without delay. If a Member requests correction of an error, the

Company will not use the personal information until the error is corrected.

5. If the Company or a third party who has received personal information from the Company shall destroy immediately upon achieving the purpose of such collecting or receiving the personal information.

Clause 19. Governing Law and Jurisdiction

1. The Terms of Use shall be governed and construed in accordance with the laws of the Republic of Singapore. The parties submit for all purposes in connection with the Terms of Use to the exclusive jurisdiction of Singapore.

1. The Terms Use of the Service will be applied from Dec. 26. 2023. a. Version number: 1.0 b. Announcement date: Dec. 26. 2023. c. Effective date: Dec. 26. 2023.