FIGS TERMS OF SERVICE
The FIGS service (“Service”) is a suite of services, content, tools and resources offered by us to assist you in making investment decisions, through an online platform at the Website and includes, the web-based application software at the Website and the mobile application (“FIGS App”) through which the Service is provided (and all upgrades, updates and enhancements thereto) and such content, services, features and functionalities as we may offer in connection therewith from time to time.
Please take the time to read and understand these Terms of Service (“Terms”) carefully as they apply to your use of the Website and Service.
If you are using the Service on behalf of your company, business, corporate entity, or organisation (“Company”), you are agreeing to these Terms for the Company and personally guaranteeing and representing to us that you have the legal authority to bind the Company to these Terms, in which case the term “you” shall also refer to such Company.
You acknowledge that you have read, understood, accept and agree to be bound by these Terms and any other additional terms and conditions referenced herein.
We may modify or revise these Terms at any time in the exercise of our sole discretion, by giving a notice of the modification, displaying the amended Terms and specifying when such amendment takes effect on the Website and/or FIGS App in advance. Amendments of these Terms which are in your favor may take effect immediately after such notice. Amendments of these Terms which are not in your favor may take place at least five (5) business days after the notice. Notwithstanding the foregoing, you agree that you are responsible for periodically reviewing the Terms for any changes and keeping yourself informed of the most up-to-date version of these Terms. Your use of the Service and/or the Website thereafter following any revision thereto shall constitute your acceptance of the revised Terms. If at any time you do not agree with these Terms (or any revised versions thereof), you should immediately stop using the Service and Website and cancel your Subscription in accordance with Clause 8.5 below.
1. THE FIGS SERVICE
1.1 Licence to Use. In consideration of you agreeing to abide by these Terms and the payment of applicable Fees (defined below), we hereby grant you a personal, non-exclusive, non-transferable, non-sublicensable, revocable and limited licence to access and use the Service and/or Website, and to download and use the FIGS App on a mobile, desktop, laptop, tablet device and/or other relevant devices that you own or control (“Device”), subject to these Terms and your Subscription Plan (defined below).
1.2 Use Restrictions. You agree not to:
(a) copy, reproduce, modify, adapt, translate, publish, display, distribute, transfer, sell, lease, sub-license, make available or otherwise exploit or use for any commercial or other purposes, the Service and/or Website (or any content therein);
(b) use the Service and/or Website to import or copy any local files you do not have the legal right to import or copy in this manner;
(c) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Service, or otherwise attempt to discover our source codes and algorithms, except to the extent that applicable law expressly permits despite this limitation;
(d) do anything that would disrupt, alter, destroy, impair, interfere with, overburden or limit the functionality, operation or security of the Service and/or Website, or interfere with another user’s use and enjoyment thereof, including by hacking into the Service and/or Website, or transmitting any virus or malicious code or sending mass unsolicited messages or ‘flooding’ servers;
(e) probe, scan or test or attempt to probe, scan or test the vulnerability of the Service or any system or network, or breach or circumvent any security or authentication measures or other protection measures applicable to the Service and/or Website (or any content therein);
(f) use any linking, deep-linking, mirroring, framing, crawling, page-scraping technology or other automated means, including bots, robots, spiders, scripts or other similar processes or technology, to access, allow access to, copy, distribute, display, monitor or enable the mass download, collection or extraction of data from the Service and/or Website;
(g) alter, remove or destroy any copyright, trade mark or other proprietary markings or notices on or provided through the Service or on any data files, information, applications, text, audio, image or other files or materials produced, generated or displayed in the Service and/or Website; and/or
(h) engage in any fraudulent, unlawful or illegal activity.
1.3 Service Countries. The Service is only available in some countries. Additional country-specific terms and conditions in Clause 23 (“Country-Specific Terms”) may apply to you depending on which country you are accessing the Service from. The Websites at www.figsinc.com and https://support.figsinc.com (including their subpages and successor pages) and the services provided therefrom are not intended for or available to residents of Japan. The Websites at www.figsinc.jp and https://support.figsinc.jp (including their subpages and successor pages) and the services provided therefrom are only intended for and available to residents of Japan.
1.4 Service Features. Features and functionalities made available on the Service include the ‘ANALYSE’, ‘LEARN’ and ‘COLLECT’ features which are described below and in further detail on the Service. However, FIGS reserves the right to change any feature, component or content of the Service and/or Website at any time, for any reason, without notice to you, and FIGS does not guarantee that any specific content, component and/or feature will always be available on the Service and/or Website. You acknowledge that there may be slight differences in the functionalities, features and services between the web-based application at the Website and the FIGS App.
1.5 Service Availability. FIGS will use reasonable efforts to keep the Service and Website active and maintain its operability. However, FIGS is not obliged to provide any maintenance and support services (including maintenance releases, patches, fixes or extensions), or to provide any updates or upgrades to the Service. FIGS may interrupt or suspend your access to the Service from time to time, for maintenance, backups, upgrades or other reasons. You acknowledge and agree that such interruptions, including planned downtime, routine maintenance and updates, may result in temporary unavailability of our Service. FIGS will attempt to notify you in advance of any scheduled downtime (including on the Website, by email or other communication channels) but you acknowledge that this may not be reasonably practicable for unscheduled downtime (including emergency maintenance) which are due to reasons beyond our control. Further, you understand and agree that FIGS has no obligation to provide any part or all parts of the Service and/or Website, including the FIGS Content (defined below) and FIGS Investment Tools (defined below), at any time. Notwithstanding the foregoing, if you have paid Subscription Fees (defined below) for Subscription Plans (defined below) that we permanently discontinue prior to the end of the Subscription Period (defined below), we may in the exercise of our sole discretion, decide to refund you the Subscription Fees corresponding to the unused portion of your paid Subscription Period (i.e. from the effective date of the discontinuance of the applicable Subscription Plan) on a pro-rated basis, on a case by case basis, and subject to such conditions as we may impose. We may credit the refunded amount through the same mode of payment which you have used for the Service, or such other manner as we may deem appropriate. Where such refund has been issued, a processing fee may be charged to you by us in our sole discretion.
1.6 Service Updates. FIGS may from time to time issue updates to the Website and FIGS App. Depending on the update, you may not be able to use the Service and /or Website or access the Service, Website and your Account through the FIGS App until you have downloaded such updates or the latest version of the FIGS App onto your applicable Devices and accepted any new or additional terms and conditions of use.
1.7 Service Suspension. We reserve the right to change, suspend, remove or disable access to or discontinue the Service or any part thereof at any time, temporarily or permanently, without notice. In no event shall we be liable for the removal or disabling of, or for suspending or imposing limits on, access to or use of the Service.
1.8 Compliance. You agree to use the Service only in accordance with applicable laws, and to comply with all our directions, instructions or protocols when accessing and using the Service.
1.9 Beta Software. The Service is constantly under active development. We may from time to time grant you access to pre-release or beta versions of the Service, Website, FIGS App or parts thereof (“Beta Software”). The “Beta” labelling implies that while the core features of the software being tested have been implemented, bugs and issues may still remain undiscovered until this phase of testing is complete. Beta Software is intended for testing only and may change without notice. You acknowledge that Beta Software is a test product and may contain bugs, errors and other problems that could cause loss of data, systems failures, and interruptions. You are advised to safeguard your data, exercise caution and not rely in any way on the performance and functioning of Beta Software. Beta Software is made available to you free of charge and no warranty whatsoever is provided in respect thereof. You bear the risk of using Beta Software as it is and we will not be liable for any loss, whether such loss is direct, indirect, special or consequential, suffered by you as a result of your use of Beta Software. Save as otherwise provided aforesaid, or stated by us, your use of Beta Software shall be subject to, and you shall only use Beta Software in accordance with, these Terms, as if it were part of the Service.
2. FIGS INVESTMENT TOOLS
2.1 Under the Service, we may make available to you various tools, indicators and calculators, including those under the ‘ANALYSE’ feature (collectively “FIGS Investment Tools”) to assist you in performing your own analyses and evaluations, and arriving at your own insights, for investment decisions.
2.2 FIGS Investment Tools include:
(a) ‘FIGS Analyst Score’, which ascribes quantitative scores to selected analysts according to their forecasting accuracy levels;
(b) ‘FIGS Probability Calculator’, which enables the user to calculate the probability of obtaining a desired return on a stock’s performance;
(c) ‘FIGS Sentiment Score’, which shows overall investor sentiments in various global markets; and
(d) ‘FIGS Returns Tracker’, which allows you to assess the potential returns from specific funds, sectors or themes.
FIGS Investment Tools may also allow you to perform and run investment simulations.
Please refer to our Website for a detailed description of how each of the above FIGS Investment Tools work. Please note that FIGS Investment Tools are defined by their functions as described above, and that their names are subject to change.
2.3 You acknowledge that any result, score, conclusion, calculation, projection or figure (“Score”) provided by the FIGS Investment Tools, is intended for general illustration only and is not the only or definitive way of assessing or quantifying the subject matter, property, or quality being measured. Scores may also vary based on factors over which FIGS has no control, including the settings chosen by you, and the variables or inputs entered by you. FIGS Investment Tools are also designed and calibrated by FIGS, based on assumptions made by FIGS, and algorithms, formulas, factors, bases and weightages assigned or determined to be relevant by FIGS. FIGS Investment Tools therefore do not take into account all possible factors and situations including your personal circumstances, and are not intended to be a substitute for professional advice. You acknowledge that actual investment results are dependent on many factors not all of which can be or are measured by the FIGS Investment Tools, and you agree not to rely on FIGS Investment Tools in isolation without financial advice specific to your situation from a professional adviser. You agree to familiarise yourself with how the FIGS Investment Tools work, their limitations, and how to use them (and the Scores) appropriately.
2.4 While all reasonable care has been taken in preparing and designing the FIGS Investment Tools, FIGS does not warrant the completeness, accuracy or currency of the FIGS Investment Tools or Scores, and are not liable for any action taken on the basis of or in reliance on the FIGS Investment Tools.
3. FIGS CONTENT
3.1 Under the Service, we may make available to you various types of information, materials and content, including those under the ‘LEARN’ feature, our blog and our newsletters (“FIGS Newsletter”) (collectively “FIGS Content”), which we believe to be useful to assist you in making investment decisions. FIGS Content includes news, information and data (which may take the form of articles, reports, infographics, videos and featured blogs) on various investment themes, sectors, experts, industries and products.
3.2 FIGS Content may be created by FIGS based on data and information which FIGS has obtained from various sources, or may be provided to you (either “as is” or with modifications by us) by third party content or service providers (“Third Party Providers”). The use of FIGS Content provided by Third Party Providers may be subject to their terms and conditions, and you acknowledge and agree to the same.
3.3 While data and information underlying FIGS Content have been obtained from sources FIGS reasonably believed to be reliable, neither FIGS nor its Third Party Providers warrant the completeness, accuracy or currency of any FIGS Content or its underlying data or information. FIGS Content does not constitute a comprehensive or complete statement of the matters discussed or a definitive view on the same.
3.4 You acknowledge that trading or making investment decisions by following, copying or replicating the trades of another user, analyst, expert or trader (“Analyst”) involves a high level of risks, notwithstanding that such Analyst may be assigned a high FIGS Analyst Score or otherwise generally be regarded as a top performing trader. Such risks include the risk that you may be following or copying the trading and investment decisions of possibly inexperienced, unqualified, unprofessional or biased traders, or traders whose ultimate purpose, intention, or financial status may differ from yours and/or not be immediately apparent to you. You acknowledge that the past performance of an Analyst may not be a reliable indicator of his/her future performance.
4.1 Under the Service, the ‘COLLECT’ feature enables you to save limited FIGS Content (including financial analyst recommendations and ideas) (collectively “Saved Content”) to your Account, and may also include features which allow you to save FIGS Content to a ‘Watchlist’ including:
(a) save, watch or follow stocks under ‘Saved Stocks’;
(b) save news, information and data (which may take the form of reports, infographics and/or videos) on various investment themes, sectors, experts, industries and products under ‘Saved Ideas’;
(c) watch or follow analysts under ‘Saved Analysts’; and/or
(d) save, watch or follow funds under ‘Saved Funds’.
4.2 You acknowledge and accept that Saved Content is only available for viewing through the Service and/or Website and under your Account and is not available for download. You are strictly prohibited from downloading Saved Content, save that permission is granted to you to download Saved Content for your own personal use only where a ‘download’ option or button for the same is made available by us. You further acknowledge and agree that we are not obliged to keep back-ups of your Saved Content, and you will not rely on the Service and/or the Website for the purposes of storing your Saved Content. We will not be liable to you for any modification, suspension, discontinuation or the loss of any Saved Content on your Account. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Saved Content or other information may not be secure.
4.3 If we suspend or terminate your access to the Service and/or Website or if your Account is deactivated, you acknowledge that parts or all of your Saved Content may no longer be accessible by you or others through your Account profile (e.g., users will not be able to navigate to your profile, feed and view your activity), but that some part thereof may persist and appear within the Service (e.g., if your Saved Content has been re-shared by others).
5. NO FINANCIAL OR PROFESSIONAL ADVICE
5.1 We provide the Service for informational and educational purposes only. The Service is not an investment or trading platform, or a financial advisory service. We are not and shall not be deemed to be an entity licensed, regulated or authorised (or required to be licensed, regulated or authorised) by the Monetary Authority of Singapore (including under the Financial Advisers Act (Cap. 110), the Securities and Futures Act (Cap. 289) and their attendant laws and regulations), or otherwise holding itself out as one.
5.2 Nothing on the Service constitutes, or should be construed as:
(a) professional, investment, financial, legal or tax advice;
(b) us advising on corporate finance or dealing with securities;
(c) a solicitation, offer, advice or recommendation by us to acquire or dispose of any investment, or to engage in any other transaction, or to participate in any trading strategy; or
(d) an endorsement by us of any specific company, analyst or product.
5.3 You acknowledge that FIGS Content, FIGS Investment Tools and Scores may not be complete, accurate or current, and that underlying information and assumptions may be rendered inaccurate by changes in applicable laws and other regulations, exchange rates, taxation bases, interest rates and price fluctuations. You agree that we have no duty or obligation to supplement, amend, update or revise any FIGS Content, FIGS Investment Tool and/or Score.
5.4 FIGS Content consists of information of a general nature and does not address the circumstances of any particular individual or entity. You should not rely upon the Service (or any FIGS Content, FIGS Investment Tool or Score) to make (or refrain from making) any financial or investment decisions without consulting a qualified professional and/or financial adviser. Before entering into an agreement in respect of an investment referred to on our Service, you should consult your own qualified professional and/or financial adviser as to its suitability for you.
5.5 Opinions, where and when expressed on the Service, are subject to change without notice. All index information, investment returns or performance data (past, hypothetical or otherwise) are not necessarily indicative of future returns or performance, and you should understand that any information (including Score) that is of a predictive nature or which relates to future prospects or probabilities may not be realised.
5.6 We will not under any circumstance be liable for any use of or reliance on FIGS Content, FIGS Investment Tools, Scores, and you use and/or participate in the Service entirely at your own risk.
6. YOUR ACCOUNT
6.1 You may browse the Website to a limited extent without registering for an account. However, in order to use the Service and participate in certain areas of our Service and/or Website, you will have to sign up and register for an account with us (“Account”).
6.2 You can create an Account by registering directly with us using your email address, or by signing up through your pre-existing Facebook or Google+ account. Where you select to register with your Facebook or Google+ account, we will create your Account by extracting from such account, certain personal data (such as your email address) that your privacy settings on such account permits us to access.
6.3 The Service is available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law (“Minimum Age”). In signing up for an Account, you represent and warrant to us that you are of the Minimum Age or older, and have the full right, power, and authority to agree to these Terms.
6.4 If you are signing up for an Account on behalf of your Company, you may be able to designate and authorise different individuals to use the Company’s Account with different levels of access.
6.5 We are entitled, in the exercise of our sole discretion, to refuse your application for an Account, and/or to change the eligibility criteria therefor at any time.
6.6 You will be prompted to use your unique email login and create a unique password (“Login Codes”) when you sign up for an Account. You are responsible for safeguarding your Login Codes and keeping them confidential, and you shall be solely and fully liable for any disclosure or unauthorised use thereof. You must not share your Login Codes with anyone else or allow anyone else to access or use the Service using your Login Codes. Any use of and/or access to the Service referable to your Login Codes shall be deemed to be use of and/or access to the Service by you.
6.7 We shall have no responsibility or liability for any loss, damage, cost, expenses, or liabilities arising as a result of or in connection with the unauthorised, wrongful or fraudulent use of your Account. If you are aware of any actual or suspected unauthorised use(s) of your Account, or unauthorised disclosure of your Login Codes, of if your password is lost or stolen, you must notify us immediately and change your password as soon as practicable.
(a) true, accurate, current and complete, and that you will promptly update such information on your Account to ensure that it remains so at all times; and
7. FEES & PAYMENT
7.1 Free Limited Use. While some parts of the Service and/or Website are provided to you free of charge, we make no guarantee that these parts of the Service and/or Website will stay free of charge forever. Other parts of the Service and/or Website require you to purchase Subscription Plans (defined below) and pay the Subscription Fees accordingly before you are allowed to access them.
7.2 Fee Schedule. You agree to pay all fees imposed by us for the use of the Service (“Fees”) in a timely manner, in accordance with the billing and payment terms on the Website. Fees and billing and payment terms are subject to change at any time, and we reserve the right to charge additional fees, details of which will be posted on the Website. You hereby authorise us to charge all Fees payable by you, whenever due, to the billing details and preferred payment option you have on record with us (or our Payment Gateway) under your Account, and you shall ensure that there are sufficient funds for such charges. We may suspend or terminate your Account if we are unable to charge the applicable Fees to your Account.
7.3 No Refund. Except as otherwise provided for hereunder (including under Clause 1.5), Fees paid to us are not refundable to you for any reason whatsoever (including if your Account is suspended or terminated prior to the end of your Subscription Period, or in the event of a change in the content or features of the Service or in the Terms).
7.4 Payment Gateway. The Service works with third party payment processors and payment gateway service provider(s) (“Payment Gateway”) to enable online payments. We only accept payment methods which are accepted by the Payment Gateway (including MasterCard and Visa credit/debit cards), which are subject to change without notice to you. You acknowledge that your use of the Payment Gateway is governed by their terms and conditions, such as may be introduced or amended by them from time to time. We are not liable for any loss or damage for any transaction processed via the Payment Gateway (including any errant or invalid transactions, or unprocessed transactions due to a network communication error, or any other reason). You agree that we are not responsible for missed payments, fraud, unavailability or hacking of the Payment Gateway’s systems or services or any other issues related to payments.
8. YOUR SUBSCRIPTION
8.1 Subscription Plans. We offer different types of subscription plans to the Service, the pricing and details of which are specified on our Website (“Subscription Plans”). You agree that depending on the Subscription Plan you select, the services, privileges, content and features made available to you on the Service, and the subscription fees for the use of the same (“Subscription Fees”), will differ. We reserve the right to make changes to any Subscription Plan, or to add a new or remove an existing Subscription Plan in the exercise of our sole discretion, without liability to you. To view specific details of your Subscription and the end date of your Subscription Period, please refer to your Account.
8.2 Additional Policies. Additional policies, guidelines, terms and conditions may apply depending on which Subscription Plan you select, and all such terms shall be deemed to be incorporated in these Terms.
8.3 Subscription Fees. Upon your purchase of a Subscription Plan, you will be billed in advance for all Subscription Fees payable for the entire subscription period (“Subscription Period”). Subscription Fees may change upon the renewal of your subscription (“Subscription”). We will notify you of any changes to the Subscription Fees in advance. If you do not agree to the changes in the Subscription Fees, you must cancel your Subscription in accordance with Clause 8.5 prior to the renewal of your Subscription. You are responsible for all charges incurred up to the time your Account is deactivated or terminated.
8.4 Subscription Renewal. At the end of your current Subscription Period, unless you have cancelled your Subscription in accordance with Clause 8.5, your Subscription will automatically renew for a subscription period equal to your prior Subscription Period, and the applicable Subscription Fees will be billed to you based on the billing details and preferred payment option you have on record with us or our Payment Gateway under your Account. If Subscription Fees for the upcoming renewal Subscription Period are not paid before the end of your current Subscription Period (for example, where your payment method is declined, your billing details are wrong, or if we are otherwise unable to successfully charge your payment method to renew your Subscription), you agree that you may not be able to renew or upgrade your Subscription, we may cancel your Subscription or we may allow your Subscription to lapse, as a result of which you may lose access to all or certain features of the Service and/or Website and data relating to your use of the Service and/or Website.
8.5 Subscription Cancellation. You may cancel your Subscription at any time during the Subscription Period, by following the applicable instructions on the Website (as applicable). You acknowledge that uninstalling or removing the FIGS App from your Device will not end your Subscription, and that you must cancel your Subscription in accordance with these instructions order to do so. Upon cancelling your Subscription, the cancellation will take effect the day following the last day of your current Subscription Period provided you cancel your Subscription at least ten (10) days before the end of your current Subscription Period, failing which your cancellation shall only take effect the day following the last day of your next Subscription Period. Thereafter, you will no longer be able to gain access to certain features of the Service under the cancelled Subscription and your use will be limited to the free aspects of the Service and/or Website. You acknowledge and agree that even after cancelling your Subscription, some data/information may still be stored in your Account. Subscriptions which have already been paid for cannot be terminated before the end of the Subscription Period.
9.1 We may from time to time, offer users trials of the Service and/or Website. If you register for a trial of the Service (“Trial”), we will make the Service (or parts thereof) available to you on a trial basis either free of charge or at a reduced rate for a specified period from the date you register (this date inclusive) (or such other time period as we may specify) (“Trial Period”), if not earlier terminated at our sole discretion. Trials are available only to users who have an Account with us, and may be subject to additional terms and conditions.
9.2 We reserve the right to determine your eligibility for a Trial, and in our sole discretion, refuse or reject your registration for a Trial subject to applicable laws.
9.3 While you may not be required to enter billing information in order to sign up for Trials which are offered free of charge, you may need to provide such information at any point during the Trial Period. If you do so, you will not be charged until the Trial Period ends. Unless you provide billing information and paid Subscription Fees for the Subscription Plan subscribed before the end of the Trial Period, you may lose access to certain features of the Service and data relating to your use of the Service during the Trial Period.
9.4 At the end of the Trial Period, you acknowledge and agree that we may automatically commence charging you for the applicable Subscription from the subsequent first day at the end of the Trial on a recurring basis. Following the Trial, should you decide not to continue with a Subscription for the Service, you must cancel the Subscription for such Service through your Account before the end of the Trial.
10.1 We may from time to time offer discounts or run promotions, contests, surveys, privileges, events, loyalty programmes, referral programmes and/or other promotional activities and programmes (“Promotions”). Promotions shall be effective only for the applicable promotional period and shall be subject to additional terms and conditions which accompany details of the Promotion.
10.2 The purchase and use of pre-paid offers, gift cards, credits, vouchers, coupons and codes (including those that are provided or sold by or on behalf of FIGS for access to a paid Subscription) (“Vouchers”) are subject to the following terms as well as any other terms presented to you along with the Voucher:
(a) each Voucher is eligible for a single use only (unless otherwise specified) and is only valid for the time period specified by us;
(b) we reserve the right to withdraw or deactivate any Vouchers (other than a paid-up gift card) for any reason at any time;
(c) Vouchers may only be redeemed through the FIGS App and/or Website, and in accordance with our instructions;
(d) use of any Voucher must be indicated at the time of checkout, and all information required by us must be provided. No retroactive use of the Voucher is permitted;
(e) Vouchers cannot be used in conjunction with any other Promotions or Vouchers, unless otherwise stated;
(f) Vouchers cannot be refunded, redeemed or exchanged for cash, and no refund or residual credit will be added to your Account if your purchase amount is less than the value of the voucher; and
(g) the resale, transfer and sharing of Vouchers are strictly prohibited, save that gift vouchers or gift cards with a specific stored value, if offered by us, may be purchased by you and given to others.
10.3 Our decision on all matters relating to Promotions, Vouchers and other rewards and privileges is final and binding and we reserve the right to alter, withdraw or discontinue any Promotion or Voucher (except for gift vouchers or gift cards with a specific stored value which you purchased) at any time without notice or liability.
11. LINKED SITES
11.1 FIGS may provide links, plug-ins, widgets, integrations or other connections to third party websites, advertisements, applications, social networks and/or services (“Linked Sites”). Some of these Linked Sites may be co-branded with FIGS’ name/logo or FIGS’ affiliated entity's name/logo, even though they are not operated or maintained by FIGS. When you click on Linked Sites, you may leave the Service and/or Website. FIGS has no control over, and are not responsible for the services or content on or obtained through the Linked Sites or for any damage you may incur from using or accessing the Linked Sites (including any virus, spyware, malware, worms, errors or damaging material contained in the Linked Sites) or the availability, accuracy or reliability of any of the Linked Sites. The inclusion of an advertisement of, or link or accessibility to, a Linked Site, does not imply endorsement of the same by us.
12. YOUR CONTRACT WITH THIRD PARTIES
12.1 We are under no obligation to and do not screen, review, vet, pre-qualify or pre-approve any user or third party with respect to any matter including for compliance with applicable laws or otherwise. We also do not verify or confirm the claims of any third party and you agree that you are solely and entirely responsible for conducting your own investigations and due diligence on any third party you choose to transact with. You agree that you transact and interact with third parties or other users entirely at your own risk.
12.2 Any contract between you and a third party in respect of any goods or services provided to you by the third party, or in respect of any obligation to pay therein, is independent of these Terms and is entirely between you and such third party. In using the Service, you acknowledge and agree that we are not a party to any transaction between you and any third party. Accordingly, we assume no responsibility and will have no liability of any kind whatsoever in respect of your dealings with third parties including with regards to the proper and timely delivery of goods or services by third parties. FIGS in no way endorses, recommends and/or bears any responsibility or liability for any products, services, acts, omissions, opinions or statements of third parties. You remain solely and fully responsible for the timely and complete fulfillment of all your obligations under your contract with the relevant third party, including all payments to be made by you to such third party.
12.3 We are not responsible for resolving any disputes (monetary or otherwise) that arise between users or between you and any other third party. You agree to pursue all claims and disputes directly with the applicable third party.
12.4 In the event of a concern, claim or dispute between you and another user or a third party:
(a) you shall communicate directly with the other party to resolve such concern, claim or dispute;
(b) you hereby release us (and our officers, directors, agents, employees, contractors and subsidiaries) from any and all claims, demands and damages (actual and consequential) of every kind and nature, whether foreseeable or not, arising out of or in any way connected with such concern, claim or dispute;
(c) we may, but shall not be obliged to, investigate such concern, claim or dispute, in the exercise of our sole discretion; and/or
(d) we may direct you to resolve the issue with or respond to the other party directly.
12.5 For the avoidance of doubt, ‘third party’ means any party other than you or FIGS, and includes Third Party Providers, third party operators or owners of Linked Sites, as well as any of our parent companies, subsidiaries, affiliates, partners or service providers.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 The Service and Website are owned, operated and maintained by FIGS Inc.
13.2 Unless otherwise indicated, all intellectual property rights (whether registered or not, including rights in inventions, patent rights, registered designs, trade marks, copyright and all rights of whatever nature in computer programs) in the Service and Website (including in its data, text, content, design, compilations, ‘look’, ‘feel’, ‘appearance’, ‘graphical user interface’, FIGS Investment Tools, FIGS Content and Marks (defined below)) (“Intellectual Property Rights”) belong to FIGS and/or it licensors, and FIGS reserves and retains all rights in the same.
13.3 You shall not reproduce, modify, display, sell, or distribute our Intellectual Property Rights, or use it in any other way for any public or commercial purpose without our prior written consent. Any unauthorised use of our intellectual property is strictly prohibited and will terminate the license granted herein. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring in any manner, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith.
13.4 You acknowledge that rights in the Service are licensed (not sold) to you, and that you have no rights in or to the Service other than the right to use it in accordance with the terms set out in these Terms (the “Licence”). You acknowledge that you have no right to have access to the Service or any part thereof in source-code form. The Licence shall remain in effect until or unless terminated by you or FIGS. Ownership of all copies of the FIGS web-based application, FIGS App, Service and/or Website including all FIGS Content and FIGS Investment Tools even after installation on your personal Devices belongs to FIGS.
13.5 Copying hard copies of material from the Website and/or Service is strictly prohibited. Printing hard copies of material from the Website and/or Service is strictly prohibited save that permission is granted to you to print hard copies of material for your own personal use only where a ‘print’ option or button for the same is made available by us. Any other use, including the reproduction, modification, distribution, display or transmission of the content of the Service and/or Website is also strictly prohibited. You agree not to change or delete any proprietary notices from materials downloaded from the Service and/or Website. You acknowledge that FIGS and/or third-party content providers remain the owners of such material and that you do not acquire any of those ownership rights by downloading copyrighted material. We reserve the right to revoke the Licence at any time, and any use shall be discontinued immediately on written notice from us.
13.6 We reserve the right, but are not obliged, to monitor, review, edit, refuse to post, restrict and/or remove any user communications and content on the Service (including images, profiles, audio, video, links, files and any other text, information or materials) (collectively referred to as “User Content”), and any communications posted by FIGS employees, FIGS representatives or third parties on the Service.
13.8 Except for the rights specifically granted herein, you retain ownership of all intellectual property rights, or any other rights in the User Content. We respect the rights of intellectual property owners and expect our users to do the same. If you believe that your intellectual property rights, or any other of your rights are being infringed or have been infringed, please notify us. If we determine in our sole discretion that you have infringed our or any other party’s intellectual property rights, or any other rights, we will take such action as we may deem necessary without prior notification to you, including to terminate your Account.
You shall fully indemnify and hold us, our subsidiaries, related companies, officers, directors, employees, partners and agents (“Indemnitees”) harmless from and against any and all damages, awards, expenses, losses, claims, actions, liabilities, penalties, costs and/or demands (including statutory liability and liability to third parties, economic loss, and court and legal costs assessed on a solicitor-client basis), suffered or incurred by or brought against any of the Indemnitees, due to or arising out of, whether directly or indirectly, from:
(a) your act, omission, negligence, wilful default, mistake, misconduct, dishonesty or fraud;
(b) your breach of these Terms;
(c) any use of your Account referable to your Login Codes;
(d) any breach, violation or infringement by you of any applicable laws or any third party rights (including rights in contract, intellectual property, confidential information and/or personal data);
(e) any connection to, access and/or use of the Service and/or Website by you; and/or
(f) your instructions, and/or our acting in good faith and taking or refusing to take action based thereon.
15. WARRANTIES, DISCLAIMERS & LIMITATIONS OF LIABILITY
15.1 The Service and Website are provided to you ‘as is’, ‘as available’, without representation, warranty or condition of any kind, whether express, implied or statutory (including any implied warranty or condition of merchantability or satisfactory quality, fitness for a particular purpose, non-infringement, compliance with any description or any implied warranty arising from course of performance, course of dealing, usage of trade or otherwise), all of which are expressly disclaimed to the maximum extent permitted under applicable laws. Without limiting the foregoing, we make no representation or warranty:
(a) that the Service will be uninterrupted, error-free or virus-free, or that bugs and defects therein will be corrected;
(b) that the use of the Service will not affect the functionality or performance of the device on which it is downloaded;
(c) that the transmission of your information through the Service will be entirely secure;
(d) as to the correctness, accuracy, completeness, reliability, safety, timeliness, quality, suitability or availability of any of our services, products, software, tools or information (including FIGS Content, FIGS Investment Tools and Scores); and/or
(e) relating to any third party or any other product or service provided or advertised by a third party on or through the Service and/or Website.
15.2 You acknowledge and agree that the entire risk arising out of your use of the Service and/or Website remains solely with you, to the maximum extent permitted by law. You agree at all times while using the Service and/or Website to employ good judgement and exercise caution.
15.3 By using the Service, you acknowledge and agree that internet transmissions are never completely private or secure, and that it is possible that the data on the Service can be mistakenly released, lost, hacked or accessed by unauthorised users. You further acknowledge that operation of and access to the Service or Website may be interrupted or interfered with as a result of technical errors or issues or other factors outside of our control.
15.4 Subject to Clause 15.6, we shall not be liable for:
(a) consequential, indirect, incidental, punitive, exemplary or special losses, whether foreseeable or not, and even if we are aware of or advised of the possibility of the same;
(b) any of the following (whether direct or indirect, or foreseeable or not, and even if we are aware of or advised of the possibility of the same): loss of profit, loss of data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated) and harm to reputation or loss of goodwill;
(c) any loss or damage (whether direct or indirect, or foreseeable or not, and even if we are aware of or advised of the possibility of the same) resulting from:(i) any use of or reliance by you or a third party on FIGS Content, FIGS Investment Tools and/or Scores;
(ii) any suspension or other action taken by us pursuant to these Terms;
(iii) any error, omission, defect, deficiency, malfunction, unreliability, nonconformity, delay or disruption in or of the Service or your inability to use the same (including glitches, bugs, errors, or inaccuracies of any kind);
(iv) goods and services provided to you by a third party;
(v) unauthorised access to, disclosure of or alteration of your information as a result of the unauthorised acts of third parties;
(vi) the error, act or omission, negligence, wilful default, misconduct, fraud or breach of a third party (including another user); and/or
(vii) changes we make to these Terms.
15.5 Subject to Clause 15.6, in the event that we are liable for damages despite the provisions in these Terms, you agree that our total liability (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall not exceed:
(a) an amount equal to the Fees paid by you to us in the twelve (12)–month period immediately preceding the first incident giving rise to the loss; or
(b) for incidents occurring in the first twelve (12) months of your agreement to these Terms, an amount equal to the Fees paid by you for that period.
15.6 Nothing in these Terms shall limit or exclude our liability for any liability that cannot be excluded or limited by applicable laws.
15.7 You agree that the exclusions and limitations of liability under these Terms are fair and reasonable and that the Fees will be substantially higher in the absence of such exclusions and limitations.
16. SUSPENSION & TERMINATION
16.1 Termination by FIGS. We may, in our sole discretion and without penalty or liability whatsoever, suspend, limit, or terminate your Account, your Subscription and/or your access to and use of the Service for any reason and at any time, without prior notice to you. Without prejudice to the generality of the above, where:
(a) you have committed a breach of any provision of the Terms or any applicable laws;
(b) there is any fraudulent or illegal activity in connection with your use of the Service and/or Website;
(c) any information you have provided to us is untrue, inaccurate, not current or incomplete, or
(d) we determine you have engaged in unprofessional or unethical conduct or practices;
we shall be entitled to take such action as we may deem appropriate without prejudice to our other rights and remedies hereunder or at law, including suspending, terminating, restricting or changing the details of your Account, with immediate effect. Failure to comply with any provision under these Terms (including a breach of Clause 1.2) constitutes a material breach. We will determine, in our discretion, whether a breach has occurred through your use of the Service.
16.3 Effects of termination. The termination of your Account shall not affect your liability or obligations under these Terms (including any payment of Fees already due to us from you). Upon termination of your Account, all rights granted to you hereunder shall immediately cease and terminate, and you must immediately cease access and use of the Service and/or Website and uninstall, delete or remove the FIGS App from your Device(s).
17.1 Separate from the User Content you provide, please do not send us any unsolicited ideas, suggestions, or proposals other than those we specifically request or if you expect to receive a reward, benefit or payment for them or if you want to own or claim rights in them, so as to prevent misunderstandings or disputes if we develop new functionalities and features for the Service which you perceive to be similar or even identical to your idea.
17.2 However, if you send us an unsolicited suggestion, idea, or proposal, or if you send, at our request, a comment or suggestion to improve the Service (collectively, "Submission"), such Submission shall not be considered your confidential information or otherwise proprietary to you, and we shall be entitled to use the same in accordance with Clause 13.7 without any restriction or compensation to you. We shall have no obligations concerning the Submission, contractual or otherwise (including any obligation to keep the Submission confidential), and shall not be liable for the use or disclosure of any Submission.
17.3 You represent and warrant that your Submissions do not violate the law nor anyone's rights (whether at law or under contract) nor consist of or contain software viruses, solicitation or any form of ‘spam’. You may not use a false email address, impersonate any person or entity, or otherwise mislead us as to the origin of a Submission. You warrant and represent that you own all of the rights to your Submission and that its use thereof by us as in accordance with these Terms will not infringe the rights of any third party.
18.1 Notices to you. You agree that we may provide notices to you by posting it on the Website or sending it to you through the Service, emailing it to the email address in your Account, or mailing it to the street address listed in your Account. Such notice shall be considered to be received by you within twenty-four (24) hours of the time it is posted to the Website, sent to you through the Service, or emailed to you (unless we receive notice that the email was not delivered), or three (3) business days after it is sent by postal mail.
18.2 Notices to us. Unless otherwise stated in these Terms, you may contact us if you have any questions relating to the Service, Website or the Terms by using any of the following methods:
(a) using the ‘Support’ function in the Service; or
(b) by sending an email to our customer service department at email@example.com.
19. OUR RECORDS
19.1 You agree that we may (i) record the conversations between you and us (including via telephone or chat); and (ii) use such recordings, or electronic transcripts from such recordings, as evidence in any dispute or anticipated dispute. To ensure quality of customer service, you agree to allow us to monitor telephone calls between you and us from time to time.
19.2 You acknowledge and agree that our records, whether stored in printed or electronic form, shall be binding on you for all purposes whatsoever and shall be conclusive evidence of the contents thereof (including of notices, communications, transactions, instructions, messages or operations made, performed, processed or effected through or in connection with the Service) and/or your liability to us. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records and hereby waive any of your rights (if any) to so object.
20. DISPUTE RESOLUTION
20.1 If for whatever reason you are dissatisfied with the Service, you must send a written notice to us by email in order to provide us with the opportunity to attempt in good faith to resolve the issue with you. If we are unable to resolve the issue, you may pursue resolution of the issue through the method in Clause 20.3.
20.2 You hereby agree to submit to the non-exclusive jurisdiction of the Singapore courts for the purposes of any legal action or proceedings (including any summons, motion or petition, and any application to court for injunctive, equitable and other relief) brought by us against you.
20.3 Subject to Clause 20.2 above, you hereby agree that any dispute, controversy or claim that you may bring against us arising out of or in connection with these Terms and your agreement with us, including any question you may raise regarding its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in Singapore at the Singapore International Arbitration Centre ("SIAC") or at such other venue in Singapore as the parties may agree in writing in accordance with the SIAC Rules. In relation to such arbitration: (a) the law of the arbitration shall be the Singapore International Arbitration Act (Cap. 143A); (b) a tribunal shall consist of a single arbitrator to be appointed by the Chairman of the Singapore International Arbitration Centre (c) the language of the arbitration shall be English; (d) the parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential; and (e) no arbitration will be combined with another without the prior written consent of all parties to all affected arbitrations.
20.4 These Terms and all matters relating to your access and use of the Website and the Service shall be subject to, governed by and construed in accordance with, the laws of Singapore.
21. GENERAL TERMS
21.1 Definition. In these Terms, unless otherwise defined (including under the Country-Specific Terms) the following terms shall have the following respective meanings (unless the context otherwise requires):
“include” (and its derivatives, such as “including” and “includes”) shall mean to include without limitation.
“us”, “we”, “our”, “FIGS” or “FIGS Inc” means FIGS Inc. Pte Ltd.
“Website” means any website, web page, subpage, sub-domain and/or its successor page(s) under FIGS’ control, whether partial or otherwise, including the websites at www.figsinc.com, https://support.figsinc.com, www.figsinc.jp and https://support.figsinc.jp.
21.2 Survival of Clauses. The following Clauses of these Terms and all other terms which by their nature should survive, shall survive the termination of your Account: Clauses 13 (Intellectual Property Rights), 14 (Indemnity), 15 (Warranties, Disclaimers & Limitations of Liability), 16 (Suspension & Termination), 18 (Notices), 19 (Our Records) and 20 (Dispute Resolution).
21.3 Severability. If any provision of these Terms is found to be illegal, void or unenforceable under any applicable law or if any court of competent jurisdiction in a final decision so determines, these Terms shall continue in force save that such provision shall be deemed to be deleted.
21.4 Force majeure. We shall not be liable for any failure or delay in the performance of our obligations or the operation of the Service and/or Website or any unavailability thereof that is due, in whole or in part, directly or indirectly to an event, circumstance or failure which is beyond our reasonable control (“Force Majeure Event”) including (i) acts of God, nature, court or government; (ii) strikes, lockouts, industrial action or labour disputes; (iii) riots, civil unrest, war or threat of war, criminal or terrorist acts; (iv) epidemic, quarantine restrictions; (v) disruption to supply lines, and general failure or impossibility of the use of aircraft, shipping, aircraft, motor transport or other means of public or private transport, or political interference with the normal operations of any party; (vi) utility failures, power outages, failure or interruption in public or private telecommunication networks, communications channels or information systems used in the provision of services; (vii) acts or omissions of a third party service provider or party for whom we are not responsible; (viii) delay, failure or interruption in, or unavailability of, third party services and Linked Sites; and (ix) viruses, other malicious computer codes or the hacking by any party of the Service and/or Website, third party services or Linked Sites.
21.5 Assignment. We may transfer our rights and obligations or any part thereof under these Terms to another party without notice to you. You may not transfer any of your rights or obligations or any part of them under these Terms to another party.
21.6 Waiver. Failure or neglect by us to enforce at any time any of the provisions in these Terms shall not be construed or deemed to be a waiver of our rights hereunder, nor in any way affect the validity of the whole or any part of these Terms or prejudice our right to take subsequent action. No waiver of any rights or remedies by us shall be effective unless made in writing and signed by our authorised representative.
21.7 Relationship. Nothing in these Terms shall constitute or be deemed to constitute an agency, partnership or joint venture between us and you and neither party shall have any authority to bind the other in any way.
21.8 Third party rights. A person or entity who is not a party to the agreement formed by these Terms shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce any term herein, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.
22. ENTIRE AGREEMENT
22.1 Policies and Additional Terms. You shall comply with all operating rules, policies and procedures that may be published by us from time to time on the Website (collectively “Policies”). Other aspects of your use of the Service and/or Website may also be governed by additional terms (“Additional Terms”), for example, as a result of Promotions and/or Vouchers which grant you access or use of the Service or Website on a free or discounted trial basis. Without limiting the foregoing, the following Policies and Additional Terms are incorporated into these Terms by reference and provide additional terms and conditions related to specific services offered by us:
(b) FAQ at https://support.figsinc.com/hc/en-us/categories/115000393514;
(c) Disclaimers at https://support.figsinc.com/hc/en-us/sections/115000772854.
In the event of any conflict or inconsistency between these Terms and any other provision in the Policies and Additional Terms, these Terms shall prevail. In the event of any conflict or inconsistency between the Country-Specific Terms and any other provision of our agreement with you (formed by these Terms, the Policies and Additional Terms), the Country-Specific Terms shall prevail.
22.2 Entire Agreement. Together with the Policies and the applicable Additional Terms, these Terms set forth the entire understanding between you and us with respect to the Service and Website.
23. COUNTRY-SPECIFIC TERMS
23.1 Japan. FIGS Inc. Japan GK (“FIGS Japan”) is granted a licence by FIGS Inc. to offer the Service to residents in Japan. If you are resident in Japan or accessing the website at www.figsinc.jp and/or https://support.figsinc.jp and/or using the services provided therefrom, the following provisions shall apply:
(a) These Terms, and your acceptance thereof, shall constitute an agreement between you and FIGS Japan, a wholly-owned subsidiary of FIGS Inc, and the following terms in these Terms shall have the following respective meanings instead:
“FIGS” means FIGS Japan and/or FIGS Inc., as appropriate;
“us”, “we”, and “our” means FIGS Japan.
(b) The following Policies, Additional Terms and documents shall be accessible via the hyperlinks indicated below instead:
(ii) FAQ at https://support.figsinc.jp/hc/en-us/categories/115000481994;
(iii) Billing and Payment Terms at https://support.figsinc.jp/hc/en-us/articles/360000095614; and
(iv) Disclaimers at https://support.figsinc.jp/hc/en-us/sections/115001061574.
(c) Notwithstanding Clauses 5.1 and 5.2, some aspects of our Service may be viewed as containing investment advice as defined under the Financial Instruments and Exchange Act of Japan (the “FIEA”). Thus, we are registered as a financial instruments business operator (Investment Advisory and Agency Business, registration no. Director-General of the Kanto Local Finance Bureau (Kinsho) 3037) under the FIEA. Save as provided above, the Service is primarily for information and educational purposes only and Clauses 5.1 and 5.2 shall apply to the fullest extent permissible under applicable law.
(d) The following clause shall apply instead of Clause 6.3.
“The Service is available only to, and may only be used by, residents of Japan who are 20 years and older who can form legally binding contracts under applicable law (“Minimum Age”).”
(e) Notwithstanding Clause 8.5, you may cancel your current Subscription without any charge within ten (10) calendar days (“Cooling-Off Period”) from the date of its commencement or its renewal (as applicable) by notifying us of your intention to cancel your Subscription in writing in accordance with Clause 8.5. (“Cooling-Off”). Upon receipt of your notice of Cooling-Off during the Cooling-Off Period, we will reimburse Subscription Fees paid by you in relation to the canceled Subscription. Upon cancelling your Subscription during the Cooling-Off Period, the cancellation will take effect immediately and thereafter, you will no longer be able to gain access to certain features of the Service under the cancelled Subscription and your use will be limited to the free aspects of the Service and/or Website. You acknowledge and agree that even after cancelling your Subscription, some data/information may still be stored in your Account.
(f) The following clause shall apply instead of Clause 18.2(b):
“by sending an email to our customer service department at firstname.lastname@example.org.”
(g) The following clause shall apply instead of Clause 20.2:
“Except where equitable relief or remedy is sought by us, any dispute, controversy or claim arising out of or in connection with these Terms and your agreement with us, including any question regarding its existence, validity, breach or termination, shall be dealt with or resolved by utilising the dispute resolution run by the three Tokyo Bar Associations, which are under contract with FIGS Japan, at the Tokyo Bar Association Dispute Resolution Center, Dai-ichi Tokyo Bar Association Mediation Center or Dai-ni Tokyo Bar Association Mediation Center.”
(h) The following clause shall apply instead of Clause 20.3:
“You agree that in the event of any breach in respect of which money damages would not be a sufficient remedy, this Clause 20 shall not prevent us from applying to court to obtain injunctive, equitable and other relief for such breach, non-performance, or threatened breach or non-performance. You hereby submit to the exclusive jurisdiction of the Japanese courts for this purpose.”
Effective date: 23 March 2018
Last updated: 23 March 2018