This is a legal agreement between a coach with swimming certificate including but not limited to Austswim Cert, SSTA and NROC (referred to herein as “you” or “your” or “Coach”) and Adveron Technologies Pte. Ltd. (UEN: 202217708W) address at 410 North Bridge Road, 188726, Singapore each on behalf of itself and its subsidiaries and affiliates if any (collectively “Adveron”), which governs your use of Poolva (“Application”). Please read this agreement carefully, including without limitation any linked terms and conditions appearing or referenced below, which are hereby made part of this agreement. By using the Application and/or executing this agreement, you are agreeing that you have read, and that you agree to comply with and to be bound by, the terms and conditions of this agreement and all applicable laws and regulations in their entirety without limitation or qualification. If you do not agree to be bound by this agreement, then you may not access or otherwise use the Application. This agreement is effective as of the first date that you use the Application (“effective date”). You may not use the Application and may not accept this agreement if you are not of legal age to form a binding contract with Adveron, or you are barred from using the Application under applicable law.
1. Non-Exclusive. Subject to this Agreement and the Terms and Conditions of Use, Adveron hereby grants you, and you accept, a non-exclusive, royalty free, non-transferable, non-sublicensable, revocable license solely to access the Application to obtain necessary information on the users of the Poolva Application either on iOS or Android (“Client”) for the purpose of providing swimming lesson.
2. Incorporated Terms. Your use of the Application is further subject to and governed by the Terms and Conditions of Use for the Application. In the event of a conflict between the Terms and Conditions of Use and this Agreement, this Agreement shall prevail. Without limiting the generality of the foregoing, none of the Terms and Conditions of Use expand or extend the license to the Adveron Trademarks granted in this Agreement.
3. Right Granted. Adveron hereby grants to you, upon the terms and conditions herein contained:
(a) the exclusive right and license, and you undertake the obligation, to obtain swimming lesson on Application and to use the Trademarks and the system solely in connection therewith.
(b) the exclusive right to use the Application solely in connection with the establishment and operation of swimming lesson in accordance with the guidelines and policy set by Adveron.
(c) the exclusive right of one domain solely on the Application for business use, subject to all other terms of this Agreement.
(d) the exclusive access to the Application to obtain necessary information on the Client for the purpose of business transaction. Any access to back-end of Adveron not for business purposes without our consent, including non-commercial is regarded as violation of this Agreement and entails liability, according to the current law.
4. Display. You will not display or otherwise share with any third party any content of the Application or any visualization, filtering, or curation of Application, including without limitation displaying Application in mass-market media and entertainment events, online widget integrations or visualizations, television broadcast or other similar media without prior written approval from Adveron. Without limiting the generality of the foregoing, you will not offer or provide content of Application, including any derivative analysis thereof, as a part of an advertising network. You will not bundle or commingle the content of Application with other data in such a way that the Application is not attributed to Adveron.
5. Other Limitation. You will not or attempt to (and will not allow others to) (a) copy, sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Application to any third party; (b) use the Application for any illegal, unauthorized or otherwise improper purposes; (c) utilize the Application to derive or obtain non-public information of individual Application users, including without limitation a user’s location (d) access or use the Application in order to build any product or service that is similar to or competitive with any Adveron products or services; (e) remove or alter any proprietary notices or marks on the Application or use Application, by itself or bundled with third party data, or derivative analysis from Application, to target users with advertising outside of the Poolva, including without limitation on other advertising networks, via data brokers, or through any other advertising or monetization services.
6. Compliance. You will abide by all limitations placed on your access to and use of the Application. You will not attempt to exceed or circumvent these limits. You will delete or modify your listing on the Application as notified by Adveron or its agent and implement the necessary processes to receive notification of deleted and/or modified Application. Adveron may monitor your listings to improve Adveron’s offerings or to ensure your compliance with this Agreement.
7. Coach on Poolva. An individual must be interviewed, went through rules and regulations and Safety Policy training by the Head of Poolva before becoming eligible to provide swimming lesson on Poolva to commence the coaching. At the end of training, you will sign a document acknowledging that you have done all the necessary training and a short quiz will also be required to be completed as a proof that you have completed the training.
8. Compliance. You undertake to comply with all the rules and regulations, together with the safety policy at all times. Random spot check will be conducted by the Head of Poolva and failure to comply any of the guidelines will result in immediate ban from using Poovla Application for the reason of jeopardising the safety for the clients. Clients will also be asked randomly if the coach has adhered to the rules and regulations plus the safety policy.
9. Requirements. As a Coach, you shall be:
(a) at least 18 years old;
(b) must be first aid trained;
(c) possess relevant certificates including but not limited to Austswim Cert, SSTA, NROC;
(d) comply with Adveron’s regulation and practices;
(e) exercise and make use the checklist given to you by Adveron before starting the swimming lesson including the condition of weather and the students;
(f) provide reasonable supervision to monitor and control at all times the activity of the students during the swimming lesson; and
(g) comply with the further direction and orders given by Adveron in using Poolva.
10. Standard of Care. All services performed by the you under this Agreement shall be in accordance with all applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professional swimmer.
11. Liability. Adveron as the platform owner of Poovla does not accept liability for sickness, personal injury or death of any students unless directly caused by the proven negligence of the company.
12. Sexual Misconduct, Paedophilia and Physical Assault. Assault, harassment, and abuse of any kind will not be tolerated by Adveron. The following behaviours are prohibited on Poolva: Attempted or actual physical assault, verbal or physical sexual harassment, rape, murder, kidnapping, threats and intimidation, and sexual advancement between Coach and student, whether consensual or otherwise. Do not ask overly personal questions or comment on anyone’s appearance. You are strictly prohibited from contacting your student after the swimming lesson for personal reasons.
13. Termination. Adveron shall be entitled to terminate this Agreement and may ban you from using Poolva by providing seven (7) days written notice upon the occurrence of any of the following events:
(a) Failure to Remedy Default - If you fails or refuses to perform or comply with any one or more of its obligations under this Agreement or any Related Agreement, and, if in our opinion that default is capable of remedy, you fails to remedy such default within thirty (30) days after written notice of such default has been given to the you
(b) Material Breach - If you fail or refuses to perform or comply with any one or more of its obligations under this Agreement or any Related Agreement, and such default constitutes a material breach of this Agreement or such Related Agreement.
(c) Misrepresentation - If any representation, warranty or statement by you proves to have been incorrect in any respect when made.
(d) Conviction of Crime - If you are convicted of a crime, and in our opinion, such crime is likely to have an adverse effect on the goodwill and reputation of Adveron or Poovla’s interest therein.
(e) Failure to maintain appropriate behaviour - You becomes of unsound mind or infirm or becomes a drug addict or an alcoholic, meaning that you habitually use drugs or intoxicating liquor to such an extent that you have lost the power of self-control with respect to drugs or intoxicating liquor.
14. Lesson Attendance. Each lesson shall consist of a fix 45 minutes which the fee shall be according to the number of students per lesson. While Adveron provides a platform for you to advertise and render your swimming lesson service through Poolva, Adveron require you as an independent contractor to mark your attendance for a minimum of 48 hours per month in order for your payment to be processed in that particular month. If the required amount of hours cannot be met, the previous accumulated hours will be forwarded to next month for your next payment to cash out.
15. Safety Checklist. You shall be required to complete the safety checklist form provided by Poolva and submit the attendance for the swimming lesson right before the lesson commence. You are strictly required to complete the safety checklist prior the class and you are given 6 hours grace period after the lesson commences to submit the attendance for that particular swimming lesson. Your failure to do so will prevent you from getting paid for that particular swimming lesson.
16. Fees. You shall be paid according to the number of lessons that you provide in a month. Adveron shall set the fees for the lesson that will be offered to the Client and take a cut from such fees for operational cost before distributing your portion. The fees are distributed at the end of the month through a direct deposit to the bank account of your choosing through FAST or PayNow. The rate of the fees shall be provided below and can be amended from time to time by Adveron:
Private class per Lesson (1 student): $25
Private class per Lesson (2 students): $35
Private class per Lesson (3 students): $40
Private class per Lesson (4 students): $45
For Toddler Class
Private class per Lesson (1 student): $40
Private class per Lesson (2 students): $60
Private class per Lesson (3 students): $80
Replacement Class
Coaches conducting more than four classes are eligible to be compensated for replacement classes or extensions upon a client's request. If a client requests an extension of an existing class or a new class, the coach will accommodate based on availability. Prorated compensation will be provided for extensions, e.g., the coaches will be paid for 30 mins for 3 types of classes: Replacement Class of 1 student 30 mins: $16; Replacement Class of 2 students 30 mins: $23; Replacement Class of 3 students 30 mins: $26; Replacement classes will be scheduled based on mutual agreement, with reasonable efforts to accommodate the client's preferred timing. Clients must provide at least 24 hours' notice to cancel or reschedule a replacement class, or they may forfeit the class and be charged. In unforeseen circumstances, such as inclement weather or emergencies, the coach reserves the right to reschedule, with the client notified as soon as possible to arrange an alternative.
17. Leaving. If you decide not to continue coaching, you are required to inform Poolva at least one month in advance. This notice period is necessary to ensure a smooth transition of classes and minimize any disruption for the students. As an independent contractor, your cooperation in providing timely notice will allow Adveron to make the necessary arrangements to maintain the quality and consistency of the swimming lessons offered through the Poolva platform.
18. Removals. If and when requested by Adveron, you will promptly (a) delete the listing that is reported as deleted or expired; (b) change your listing to comply with any changed sharing options applicable to Application; and (c) modify Application that is reported by Adveron or its agent as having been modified.
19. Incentives. You shall be eligible to receive cash incentive compensation based on the number of lessons you conducted throughout the year as determined by the Board or the Compensation Committee of the Company from time to time (“Poolva Incentives”). subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. To be eligible for Poolva Incentives, you need to conduct at least 30 lessons per year to take part and the number of lessons will only be counted upon confirmation of attendance. Any confirmation of attendance by admin shall not be counted as the lesson for the purpose of Poolva Incentives.
20. Audit. Adveron reserves the right to audit your compliance with the terms and conditions of this Agreement. Adveron or its representative may, upon reasonable notice during normal business hours, audit and investigate your use of the Application. You agree to permit all reasonable access to your records and systems requested by Adveron for this purpose.
21. User Protection. You will not knowingly display, distribute, or otherwise make available the Application to any person or entity that you reasonably believe will use Application Content in any manner that would have the potential to be inconsistent with Adveron’s users’ reasonable expectations of privacy. You will not conduct and will not provide analyses or research that isolates a small group of individuals or any single individual for any unlawful or discriminatory purposes. You will not (and will not permit others to) use Application to target, segment, or profile any individual user, based on health, negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law.
22. Security. You will keep Application (including, where applicable, personally identifiable data) confidential and secure from unauthorized access by using industry-standard organizational and technical safeguards for such data, and with no less care than it uses in connection with securing similar data stored by Adveron. You shall immediately notify Adveron consult and cooperate with investigations, assist with any required notices, and provide any information reasonably requested by Adveron if you know of or suspects any breach of security or potential vulnerability of the Application and will promptly remedy such breach or potential vulnerability resulting from your access to the Application.
23. Username. You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Adveron of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Adveron will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature.
24. Personal Data. Where Adveron provides Personal Data through Application to you, you shall process that Personal Data in accordance with Privacy Policy, this clause and not do anything to put Adveron in breach of Personal Data Protection Act 2012.
25. Categories. The categories of Personal Data being processed includes name, telephone number, email, gender, race, place of residence and health related information if applicable. Categories of Data Subjects includes Client and users of Adveron. The nature/purpose of the Processing under this clause is to allow you to record and engage the Client and users for the purpose of swimming lesson coaching.
26. Obligations on Data Privacy. You shall:
(a) Process the Personal Data only to the extent and in such manner, as is necessary for the purpose to record and engage the Client and users for the purpose of swimming lesson coaching only in accordance with Adveron’s written instruction, relevant policy and this clause;
(b) Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk that are prevented by such Processing, to protect in particular against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, taking into account the state of the art the cost of implementation, the nature, scope, context and purposes of processing and the likelihood and severity of risk in relation to the rights and freedoms of the Data Subjects;
(c) Not without Adveron’s prior written consent transfer any Personal Data to another territory or organisation;
(d) Ensure that any yous or other persons authorised by you to process the Personal Data are subject to appropriate obligations of confidentiality;
(e) Not engage any third party to carry out its Processing under this Agreement without obtaining the prior written consent of Adveron;
(f) Notify Adveron, as soon as reasonably practicable, about any request or complaint received from Data Subjects without responding to that request (unless authorised to do so by the Adveron) and assist the Adveron by technical and operational measures, insofar as possible, for the fulfilment of Adveron’s obligations in respect of such requests and complaints;
(g) On request by Adveron and taking into account the nature of Processing and information available to you, assist Adveron by:
(i) notifying Adveron without undue delay on becoming aware of any Personal Data Breach; and
(ii) where necessary, carrying out and/or reviewing and, if applicable, consulting with Adveron with respect to data protection impact assessments.
(h) On request by Adveron, make available all information necessary to demonstrate your compliance with this clause and otherwise permit, and contribute to audits carried out by Adveron and/or the Client (or their authorised representative)
27. Disclaimer. The Application is provided to you “as is”, with all faults and Adveron disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation warranties of merchantability, noninfringement, fitness for a particular purpose, and any warranties or conditions arising out of this agreement, course of dealing or usage of trade. Adveron does not warrant that the Application or any other Adveron product or service provided hereunder will meet any of your requirements or that use of such Application or other products, or services will be error-free, uninterrupted, virus-free or secure.
28. Third Party Software. The Application may contain software licensed to Adveron from third parties including software licensed under open-source licenses (“Third-Party Software”). Additional obligations may apply to any use of Third-Party Software outside of the Licenses granted under this Agreement. In such circumstances you must consult the relevant third party to acquire any necessary licenses and consent in relation to your use of the Third-Party Software.
29. Failure of Service. Such Third-Party Software may temporarily or permanently suspend, stop delivering or fail at delivering their services that are required for Adveron to function properly. Whether it is a consequence or not of a breach or termination of a contract by either party. Adveron disclaims any liability for the consequences of such actions by such third parties on the capabilities and operation of Adveron.
30. Limitation. In no event will Adveron be liable to you for any indirect, special, incidental, exemplary, punitive or consequential damages or any loss of use, data or profits, or damage to business or goodwill, arising out of or in connection with this agreement. In any case, Adveron’s aggregate liability for any and all claims under this agreement will not exceed SGD100.00. The foregoing limitations, exclusions and disclaimers shall apply regardless of whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not the party has been advised of the possibility of such loss or damage. Insofar as applicable law prohibits any limitation on liability herein, the parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation compliant with applicable law. The parties agree that the limitations on liabilities set forth herein are agreed allocations of risk and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy.
31. Title. All right, title, and interest in and to the Application and documentation, along with all copyright, trademark, patent, and other intellectual property rights and know-how associated therewith, shall remain with Adveron and/or its affiliates. There are no implied licenses granted under this License Agreement, and all rights not expressly granted to you in this Agreement are reserved.
32. Coach Development.
To enable our Coach to be equipped with relevant professional certifications and courses, we offer a sponsorship program for our coaches to pursue courses and professional swimming certification subject to the terms and conditions contained herein. To pursue the Course, Poolva agrees to defray the Coach's expenses in connection therewith consisting of course fees, travelling and lodging allowances and such other expenses as may be authorized in connection in writing by Poolva.
Given the costs incurred by Poolva in respect of such training and development, you agree to enter into a service bond (“Bond”) with Poolva subject to the terms and upon the conditions hereinafter contained. You shall enter upon and diligently undertake to pursue the Course and that you shall complete the Course within the period or such variations thereof as Poolva would need to approve in writing; For the purposes of such Course, you shall train in such place or places as Poolva may from time to time direct and that you will conform to such regulations and discipline as may be in force, from time to time. That upon completion of the Course or certification, you hereby agree to be bound to Poolva for a period of one year (“Bond Period”) Following completion of the Course, in the event that you;
(a) leaves the services of Poolva before completing the Bond Period; or
(b) is removed from the services of Poolva for misconduct, negligence or incompetence in your duties before completing the Bond Period; or
(c) refuses, or by your own act or omission renders yourself unable or unsuitable to serve or continue to serve Poolva before completing the Bond Period;
then and in any such case, the amount to be refunded shall be three times the full amount disbursed (SGD300 X 3 = SGD1,000 (inclusive of administration charges of SGD100)) in relation to the Course including of relevant charges (“Payment”) and such Payment from you shall be reduced by the same proportion as the number of completed months served during the Bond Period. Such refund or amount must be paid to Poolva within fourteen (14) days from your breach of the Bond Period. You hereby agree that all records, papers, compilations of information, drawings, data, original copies of any training certificates and other documents which you may develop, or which come into your possession or control which relate to the course or certification, shall be and remain the property of Poolva.33. Renewal certificate.
If Poolva agrees to pay for the renewal of your professional certification, you will continue to be bound to Poolva for an additional period of one year ("Renewal Bond Period") following the renewal. During this Renewal Bond Period, you will have the flexibility to attend outside classes to further your skills and knowledge, provided such classes do not interfere with your primary responsibilities and duties at Poolva. This arrangement ensures that you continue to contribute to Poolva with enhanced capabilities while maintaining your commitment to the organization.
34. Termination. The Application and Adveron marks are licensed, not sold, and Adveron retains and reserves all rights not expressly granted in this Agreement. You expressly acknowledge that Adveron, its affiliates and its end users retain all right, title and interest in and to the Application and Adveron marks, including all rights in patents (including all applications there for), trademarks, trade names, copyrights, trade secrets, know-how, data, and all proprietary rights under the laws of Singapore (“IP Rights”). You agree not to do anything inconsistent with such ownership, including without limitation, challenging Adveron’s ownership of IP Rights, challenging the validity of the licenses granted herein, or otherwise copying or exploiting Adveron marks during or after the termination of this Agreement, except as specifically authorized herein. If you acquire any rights in the Adveron marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to Adveron, immediately assign such rights to Adveron.
35. Intellectual Property. You acknowledge and agree that all intellectual property and copyright in the Confidential Information including any documents, files and other items disclosed by and on behalf of the Adveron shall remain the property of Adveron. Accordingly, you affirm that all rights, interest, title and intellectual and/or proprietary rights in the Confidential Information shall remain at all times, the sole property of Adveron and shall not infringe, exploit, or reverse engineer the intellectual property of Adveron in any form whatsoever for personal commercial gains. Breach of this clause will constitute the breach of this Agreement and Adveron will be entitled for remedies in law and equity for the breach and damage suffered.
36. No Copying. You shall not at any time, without the Adveron’s prior written consent, copy, duplicate, record or otherwise reproduce into any documentation or literature the Trade Secrets or any such confidential materials or any confidential information of Adveron, in whole or in part, make the same available to any unauthorised person.
37. Application Improvement. We can introduce any improvement, addition, or modification of or to Application. Adveron shall not be responsible for any adverse effect that are inflicted on your listing on Application upon such improvements.
38. Confidentiality. You may be given access to certain non-public information and specifications relating to the Application or this Agreement (“Confidential Information”), which is confidential and proprietary to Adveron. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without Adveron’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.
39. Termination. Unless terminated earlier in accordance with this section, this Agreement will begin on your acceptance of the terms and conditions herein (or the first day you use the Application) and terminate immediately upon the expiration or termination. Adveron may immediately suspend your access to the Application (or if necessary, terminate this Agreement) at any time, and without notice to you, if you breach any term or condition in this Agreement or otherwise engage in activities that Adveron reasonably determines may be harmful to the Application, Adveron, its end users, or the reputation of any of the foregoing parties. Adveron will not be liable for any costs, expenses, or damages as a result of its termination of this Agreement.
40. Effect. Upon the effective date of termination of this Agreement (a) all rights and licenses granted hereunder will immediately cease; (b) You shall immediately delete all listings on the Application ; and (c) within thirty (30) calendar days after such termination, each party will return or destroy all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information, except as required to comply with any applicable legal or accounting record keeping requirement, and You will permanently delete all copies of Application and Adveron marks in all forms and types of media in your possession. Neither party will be liable to the other for any damages resulting solely from termination of this Agreement as permitted under this Agreement.
41. No Representation. You shall perform this Agreement solely as you and not as Adveron’s servant, agent, or employee. You have no authority to make any statement, representation, or commitment of any kind or to take any action binding upon Adveron, without Adveron’s prior written authorization. None of the provisions of this Agreement is to be considered to constitute a partnership or agency between the parties and neither party is to have any authority to bind the other party in any way to any third party.
42. Infringement. If you learn of any threatened or actual infringement of the Intellectual Property, or of any circumstance which suggests that the use of the Intellectual Property may infringe the intellectual property of a third party, you shall immediately inform the Adveron giving all such details as Adveron requests.
43. This Agreement are personal to you. You shall not assign or transfer to anyone any of your rights or obligations under this Agreement without our prior written consent. You agree that this Agreement may be automatically assigned by Adveron, in its sole discretion, to a third party in the event of a merger or acquisition.
44. Nothing in this Agreement shall be deemed to grant any rights or benefits to any person other than you or us.
45. Any waiver by either you or us of any right under this Agreement will be confined to the circumstance in which it is given. It shall not affect the subsequent enforcement of the same right or the enforcement of any other right.
46. This User License Agreement contain all our commitments and constitute the entire agreement between you and us in relation to your use of the Application. No other statement we make, including statements in any brochure or promotional literature published by us, may be incorporated into this agreement, or have any legal effect.
47. This User License Agreement shall be governed by, and construed in accordance with, the laws of Republic of Singapore.
48. Please kindly note that where this Agreement has been translated to any other non-English language, in the event of any inconsistencies in the meaning of any provision of the English language text of this Agreement, the English language text shall prevail.
49. If you have any questions or comments regarding the Agreement, please contact Adveron. Adveron’s details are as follows.
Name: Adveron Technologies Pte. Ltd. (UEN: 202217708W)
Address: 410 North Bridge Road, 188726, Singapore
Copyright © 2022 Adveron Technologies Pte. Ltd. - All rights reserved