Last updated on 26 January 2026
Introduction and Definitions
This Event Organiser Agreement (“Agreement”) is a binding legal contract between Triple Wave Pte. Ltd., a Singapore company (UEN 202030758R) with its registered address at 140 Paya Lebar Road #10-09, Singapore 409015 (referred to as “heyrace”, “Company”, “we”, “us”, or “our”), and you, the Event Organiser (referred to as “Organiser”, “you”, or “your”). This Agreement governs your use of the heyrace online platform and related services to create, manage, and operate either virtual or physical racing events (“Events”).
By signing up for an Organiser account or otherwise indicating your acceptance of this Agreement (for example, by clicking “I agree” when this option is presented to you), you confirm that you have read, understood, and agree to these terms. If you are accepting on behalf of a company or organization, you represent that you have the authority to bind that entity to this Agreement. If you do not agree to any part of this Agreement, you must not use the heyrace platform as an Organiser.
Definitions: In this Agreement, unless the context requires otherwise, the following terms have the meanings given:
- “Platform” or “Service”: The heyrace online software platform (including the website and any mobile applications) provided by Company, which allows Organisers to list and administer Events and participants to register for Events.
- “Event”: A race or similar athletic/fitness competition that can be either physical (with a real-world location and start time) or virtual (completed by participants remotely within a time window), that you organise and manage using the Platform.
- “Participant”: An end-user who registers for or participates in your Event through the Platform.
- “Participant Data”: Any personal information about Participants that is collected through the Platform, including but not limited to names, contact information, demographic data, and race results.
- “Content”: All materials you provide or upload to the Platform in relation to your Event or Organiser profile, including event descriptions, logos, images, videos, trademarks, promotional material, and any data or information input by you.
- “Fees”: The charges, commissions, or subscription payments, as applicable, that may be due to us for use of the Platform or for payment processing, as set forth in this Agreement or in a separate fee schedule or plan agreed between you and us.
Scope of Service
- Platform Access: Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the heyrace Platform to create and manage your Events and to access related services we provide. All uses of the Platform must be for legitimate event management purposes as intended by the Platform’s functionality.
- Services Provided: The Platform may include features for online event listing, registration management, payment processing (optional, per Section on Payment Gateway below), result collection, communication with Participants, and other event management tools. We may from time to time add, remove, or modify features at our discretion. We will endeavor to inform you of major changes to the Platform that materially affect how you use it to manage Events.
- Independent Contractor: You acknowledge that your use of the Platform does not create any partnership, joint venture, agency, or employment relationship between you and us. You are and shall remain an independent party responsible for your own operations. We do not direct or control your Event operations; rather, we provide a service for you to facilitate registrations and related activities. You have full discretion over how and when you run your Events (subject to this Agreement and applicable law).
- Compliance with Laws: You are solely responsible for ensuring that your use of the Platform and your organization and execution of each Event comply with all applicable laws and regulations. This includes obtaining any necessary permits or licenses for physical races, complying with health and safety regulations, and adhering to consumer protection laws, data protection laws, and any other legal requirements relevant to your Event (for example, laws concerning contests or fundraising if applicable). We reserve the right to request proof of compliance or relevant permits for any Event and may suspend or cancel your access for a specific Event if we believe it violates any law or regulation.
- Territorial Use: The Platform is provided by a Singapore company and is subject to Singapore laws. It is your responsibility to ensure that hosting an Event in any other jurisdiction through the Platform does not violate local laws, and you shall indemnify us for any liability arising from your illegal or non-compliant use of the Platform in any jurisdiction.
Account Registration and Security
- Organiser Account: To use the Platform as an Organiser, you must create an Organiser account. You agree to provide accurate, current, and complete information during the registration process, including your legal name (or business name), contact information, and any other details we may require. If any of your registration information changes, you must promptly update it.
- Account Security: You are responsible for maintaining the confidentiality of your account login credentials. You must not share your login details with unauthorized persons. If you allow employees or team members to use sub-accounts or access your Organiser account, you are responsible for all activities that occur under your account. Notify us immediately at our support contact if you suspect any unauthorized access to or use of your account.
- Authority and Accuracy: If you are registering on behalf of a company or organization, you represent that you have the authority to bind that entity and that the information you provide (such as company name, registration number, address, etc.) is true and accurate. We may require documentation to verify your identity or authority (for example, requesting a copy of your business registration or identification documents).
- Multiple Accounts: You shall not create multiple Organiser accounts for the purpose of circumventing limitations or obtaining unfair advantages on the Platform. If you operate multiple distinct organizations, you should disclose this and may maintain separate accounts for each. We reserve the right to merge or terminate duplicative accounts found to be in violation of this clause.
- Account Suspension: We may suspend or terminate your Organiser account (or any Event under your account) if we have reason to believe that you have breached this Agreement, provided false information, or engaged in fraudulent or harmful activity. We may also suspend accounts that have been inactive for an extended period or for other security reasons. We will generally provide notice of suspension or termination, but we may do so immediately without notice if necessary to comply with law or protect the integrity of the Platform or Participants.
Event Listing and Content Requirements
- Event Creation: Through the Platform, you may create a listing for each Event. You must provide complete and accurate details about the Event, including the name, description, date and duration (or timeframe for virtual events), location (if physical), distance(s) or challenge details, entry requirements, registration fees, any age or participant limits, and what is included for participants (e.g., race pack, medals, timing services, etc.). You are responsible for updating the Event listing if any details change (for example, if an Event date is postponed or the venue changes).
- Quality and Accuracy of Content: All Content you post on the Platform must be truthful, not misleading, and appropriately detailed so that potential Participants understand what to expect. You shall not make false claims or guarantees about your Event that you cannot fulfill. If your Event is a competitive race, clearly state any rules, timing method, and prize structure if applicable. If your Event is a fun run or charity event, make that clear. Any images or media you upload should accurately represent the Event and must be owned by you or licensed for your use.
- Prohibited Content: You shall not post any Content that is unlawful, defamatory, libelous, harassing, threatening, harmful, obscene, or otherwise objectionable. This includes content that infringes any third-party intellectual property rights or privacy rights, or that violates any applicable laws (for example, hate speech or pornography are strictly prohibited). You also shall not use the Platform to promote events that involve illegal activities. We reserve the right to remove or refuse any Content or Event that we determine (in our sole discretion) violates this clause or is otherwise inappropriate.
- Event Categories and Tags: You should classify your Event correctly (e.g., as a marathon, 10K, virtual challenge, cycling event, etc.) using the categories or tags provided by the Platform. Misrepresenting the nature of your Event (for example, tagging an Event as “free” or “charity” when it is not) is not allowed.
- Third-Party Rights: If your Content includes any third-party logos, trademarks, or copyrighted material (for example, a sponsor’s logo or a photograph taken by someone else), you must have the necessary rights or permissions to use that content on the Platform. By posting any Content, you represent and warrant that you own or have obtained all necessary rights to that Content and that our use of the Content in providing the Platform will not infringe or violate any third-party rights.
- Content License to Us: You retain ownership of all intellectual property rights in the Content you provide. However, by providing Content on the Platform, you grant us a worldwide, royalty-free, sub-licensable, and transferable license to use, reproduce, display, distribute, and prepare derivative works of the Content solely for the purposes of operating, marketing, and promoting the Platform and your Event. This means, for example, we may display your Event details and images on our website, in emails to potential Participants, or on social media accounts controlled by us that highlight events on the Platform. We will not, however, sell your Content or use it to promote third-party services without your consent.
- No Unauthorised Promotion by Us: We understand that you may have specific preferences about how your Event is promoted. By default, we will list your Event on the Platform and may include it in generic promotions of the Platform (such as showing it as an example of events available). However, we will not actively run dedicated external advertising campaigns or promotions using your name, logos, or event name outside of the Platform’s own channels without your prior consent. (Platform channels include our own website, platform-generated emails to our user base, or social media posts that highlight collections of events.) If you would like us to promote your Event more broadly, we can discuss a separate marketing agreement.
- Content Moderation: We reserve the right (but do not assume the obligation) to monitor and review the Content and information you publish on the Platform. If we, in our sole discretion, determine that any Content is in violation of this Agreement or could harm our reputation or the integrity of the Platform, we may remove or edit such Content, or temporarily suspend the associated Event, and will notify you of such actions. However, the responsibility for Content lies with you, and we are not liable for any inaccuracies or issues in your Event listings.
- Participant Communications: The Platform may allow you to send messages or emails to Participants (e.g., race instructions, updates, result announcements). You agree to use these communication tools only for Event-related purposes and not to send unrelated marketing without consent. We may monitor communications for abuse (such as spam or inappropriate messages). You must comply with anti-spam laws (like Singapore’s Spam Control Act) when sending any bulk communications.
Fees, Pricing, and Payment Terms
- Platform Usage Fees: We may charge fees for the use of our Platform and services. These fees could be structured in various ways, such as a percentage commission on each ticket/registration sold, a fixed fee per Participant, a subscription fee for using the Platform, or a combination thereof, depending on the plan or arrangement you have with us. The specific fee structure that applies to you will be either (a) presented to you when you sign up (e.g., choosing a pricing plan on our website), or (b) set forth in a separate written agreement or schedule between you and us. You agree to pay all applicable fees as due.
- Flexible Pricing Terms: We offer flexible pricing options and, as such, no specific fee rate is hardcoded in this Agreement. We will communicate the applicable fees clearly to you through the Platform interface or in writing. We reserve the right to revise our fee structure upon reasonable notice (e.g., by updating our website or notifying you via email). If you do not agree to a fee change, you may terminate this Agreement as provided below before the new fees take effect; otherwise, your continued use of the Platform after the effective date of the fee change constitutes your acceptance of the revised fees.
- Payment Processing Fees: If you use our payment gateway (see next section), note that processing fees (charged by the payment provider or credit card networks) may apply per transaction. These fees may either be passed through to you at cost or included within our commission, depending on our arrangement. We will disclose how payment processing fees are handled in our pricing information. If you choose to absorb these fees or pass them on to Participants (where legally permissible), that arrangement is between you and the Participants (subject to our Platform’s capabilities).
- Currency: All fees and payouts will be conducted in Singapore Dollars (SGD) unless otherwise specified or agreed. If we support other currencies for participant transactions and you choose to price your Event in another currency, conversion fees or differences may apply. We are not responsible for currency fluctuations between the time a participant pays and the time of payout to you.
- Taxes: You are responsible for determining whether any taxes (such as GST, VAT, sales tax, etc.) apply to the fees or payments you receive through the Platform and for collecting and remitting any such taxes to the relevant authorities. We do not withhold taxes from payouts to you (except as required by law or court order). However, we may be required to charge GST on services we provide to you (for example, on our commission or subscription fees) if mandated by Singapore law. If applicable, we will add GST to our fees and provide you with a tax invoice. You agree to provide us any information reasonably required for tax purposes (e.g., your GST registration status or tax identification number).
- Invoicing and Payment of Fees: If you owe us fees (for example, a monthly subscription or commission that is not automatically deducted), we will either deduct such fees from amounts we owe you (such as registration revenue) or invoice you for them. Invoices are payable within the time period specified (typically 30 days). Late payments may incur interest at the rate of 1.5% per month (or the maximum allowed by law, if lower). We reserve the right to suspend payouts or Platform access if you are overdue on any payments to us.
Optional Payment Gateway Service
- Use of Heyrace Payment Gateway: As an Organiser, you have the option to use our integrated payment processing service to collect Participant registration fees online (“Payment Gateway”). If you enable this option, Participants can pay for your Event through the Platform using credit cards, debit cards, or other supported payment methods, and the funds will be collected on your behalf.
- Alternative Payment Methods: If you choose not to use the Payment Gateway, you are responsible for collecting payments from Participants by alternative means (such as direct bank transfers, cash, or third-party ticketing links). In such cases, you must clearly communicate the payment process to Participants, and you bear all responsibility for tracking payments and marking Participants as paid in the Platform (if such functionality exists). Note that if you bypass our Payment Gateway, some features (like automated refund processing or sales analytics) might not be fully available.
- Processing of Funds: When using the Payment Gateway, the funds from Participant registrations will typically be collected into a segregated account managed by us or our payment service provider. We act as a limited agent to collect payments on your behalf from Participants. You agree that Participants’ obligation to pay is fulfilled when they properly pay through the Platform, and that any refund obligations (subject to your refund policy) become your responsibility thereafter.
- Payouts to Organiser: We will remit the registration funds to you, minus any applicable fees (our platform fees, payment processing fees, and any agreed deductions), on a schedule communicated to you. Typically, payouts occur after the Event is completed to ensure that funds are available for any potential refunds or chargebacks, unless otherwise agreed (for example, we may offer progressive payouts for long lead-time events or a rolling payout for frequent Organisers). We may require you to provide bank account details or set up an account with our payment provider to receive payouts. Payouts will be made to the bank account under your name or your company’s name that you have provided and verified.
- Fee Deduction: If using our Payment Gateway, you agree that our fees (as described in the Fees section) and any payment processing charges can be deducted directly from the amounts collected before remitting the balance to you. The payout remittance will be accompanied by a report detailing gross receipts, fees deducted, and net payout.
- Refunds and Chargebacks: You are responsible for handling Participant refund requests in accordance with your stated refund policy (which should be communicated to Participants in the Event listing). Through the Platform, you may initiate refunds to Participants; the refunded amount will be deducted from the funds held or future payouts. If there are not enough funds from your Event to cover a refund (e.g., if you have already been paid out), you must reimburse us for the refund amount. Similarly, if a Participant issues a chargeback or dispute with their card issuer, we will notify you and investigate the matter. You are expected to provide any necessary information to contest unwarranted chargebacks. If a chargeback is lost (meaning the card issuer sides with the cardholder), the chargeback amount and any associated fees imposed by the payment processor will be deducted from your funds or will be invoiced to you. We reserve the right to offset any amounts you owe (due to refunds, chargebacks, or fees) against any payouts due to you.
- Reserve and Holdbacks: For risk mitigation, we reserve the right to hold a certain percentage of the funds (a “reserve”) until the successful completion of the Event or for a period after the Event (e.g., 7–14 days) to cover potential refunds or chargebacks. The reserve, if applied, will be communicated to you in advance or as part of the payout schedule. In addition, if we have reason to believe there is a significant risk of large-scale refunds or disputes (for example, if you cancel an Event unexpectedly or there are many Participant complaints), we may temporarily hold payouts beyond the normal schedule pending resolution.
- Compliance with Payment Provider Terms: By using the Payment Gateway, you also agree to comply with the terms and conditions of our third-party payment service provider (such as Stripe, PayPal, or others we may use). These may include acceptable use policies that, for example, prohibit certain types of events or transactions. We will inform you if your Event type is supported. If a payment provider refuses to process payments for your Event (due to high risk or policy violation), we will let you know and you may need to use an alternative payment method or obtain pre-approval by providing additional documentation.
- No Withholding of Taxes: We are not responsible for withholding any income tax or other taxes from your payouts. As mentioned in the Fees section, you are solely responsible for tax compliance. However, if required by law (such as a court order or tax authority directive), we may withhold payouts and/or remit taxes on your behalf, and we will inform you if such a requirement arises.
Participant Data and Privacy
- Ownership of Participant Data: As between you and us, all Participant Data collected through the registration process for your Event is owned by us, but licensed to you for the purpose of managing your Event. We have our own obligations to Participants under privacy laws as the data controller for the Platform. However, we recognize that you need to access and use Participant Data to administer the Event (for example, to check in Participants, send them updates, ship race packs, etc.). Therefore, we grant you a limited, revocable, non-exclusive right to use the Participant Data solely for purposes of managing the Event for which the data was provided and in accordance with this Agreement and applicable laws.
- Compliance with PDPA and Data Protection Laws: You agree to treat all Participant Data as confidential and to use it in compliance with all applicable data protection laws, including the Singapore Personal Data Protection Act 2012 (“PDPA”) and any other jurisdictional privacy laws that apply (if you have Participants from other countries, for example, the EU’s GDPR for EU residents, etc.). You will not use Participant Data for any purpose outside of managing the Event unless the Participant has expressly consented to such use (for example, if you wish to add them to a mailing list for future events, you must have their opt-in consent, which our Platform may facilitate with an opt-in checkbox during registration).
- Use of Participant Contact Information: You may use Participant contact details (email, phone) provided via the Platform to send essential communications about the Event (such as event guides, logistical information, result information). You must not send them marketing communications unrelated to that Event unless they have opted in. Any use of our Platform’s email tools must comply with our policies and not spam Participants.
- Data Access and Removal: The Platform will allow you to view and download Participant Data for your Event. You agree to access only the data necessary and relevant for your event management. If a Participant requests deletion or exercises data subject rights (e.g., under PDPA or GDPR) with respect to their personal data, we will handle such requests as the platform provider, but you may be required to delete any copies of the data you have downloaded if instructed by us (for instance, if a Participant withdraws consent, etc.). After your Event is over, you should not retain Participant Data longer than necessary for the Event purposes, unless you have separate lawful grounds to keep it (e.g., the Participant opted into your mailing list).
- Protection of Data: You must implement reasonable security measures to protect Participant Data in your possession. This includes, for example, not sharing spreadsheets of Participant data publicly, not using unsecured channels to transmit personal data, and safeguarding any physical copies. If you become aware of any data breach or unauthorized access of Participant Data that you have obtained through the Platform, you must immediately notify us and take steps to remedy the breach. You will cooperate with us in any investigation and notification to affected parties or regulators, as required by law.
- Use of Anonymized Data: We reserve the right to use aggregated and anonymized data related to Event participation (for example, overall registration numbers, demographic breakdowns, etc.) for our business purposes, such as statistics or improving the Platform. Such aggregated data will not identify individual Participants or you without consent.
- Privacy Policy: We will have a public-facing Privacy Policy that discloses to Participants how their data is handled on the Platform. You agree to comply with the representations made in our Privacy Policy in your handling of Participant Data. If you have your own privacy policy or terms for Participants beyond what is provided through our Platform, you must ensure those do not conflict with ours and that Participants are made aware of them (for example, via your Event listing or an event website).
- Data Portability: Upon request, after an Event is concluded or upon termination of this Agreement, we may provide you with an export of Participant Data for your records (provided doing so is consistent with consents and legal obligations). However, you must still abide by the restrictions on use of that data as stated above.
Intellectual Property Rights
- Platform IP: All rights, title, and interest in and to the heyrace Platform, including but not limited to the software, databases, algorithms, user interface, design, trademarks “heyrace”, “Triple Wave”, logos, and any other content or materials provided by us (collectively, “Platform IP”) are and shall remain the exclusive property of Triple Wave Pte. Ltd. or its licensors. This Agreement does not transfer any ownership of Platform IP to you. Subject to the limited rights expressly granted in this Agreement, we reserve all rights, title, and interest in and to the Platform IP. You shall not use our trademarks or branding without our prior written consent, except as allowed in this Agreement for identifying the Platform’s use for your Event.
- License to Use Platform: We grant you a limited license to use the Platform IP solely to the extent necessary for you to use the Platform as an Organiser, in accordance with this Agreement. This license will terminate upon termination of this Agreement or as otherwise provided herein.
- Restrictions: You shall not, and shall not permit any third party to, (a) copy, modify, adapt, translate, or create derivative works of the Platform; (b) reverse-engineer, decompile, disassemble, or attempt to derive the source code of the software underlying the Platform, except to the extent expressly permitted by applicable law (and then only upon providing us with reasonable prior notice and opportunity to respond); (c) remove, obscure, or alter any copyright notices or logos on the Platform; or (d) use any automated system (like a robot or spider) to access the Platform for extracting data (scraping) outside of the provided API (if any) without our permission.
- Your IP and License to Us: As noted in the Content section, you retain all intellectual property rights in the Content (including Event name, logo, descriptions, etc.) that you provide. You grant us a license to use that Content as described above. Additionally, you grant us a license to use your name and logo to identify you as an Organiser using the heyrace Platform (such as on our website’s client list or in investor presentations), unless you request in writing that we refrain from such use.
- Feedback: If you provide any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Platform (“Feedback”), we are free to use and incorporate such Feedback in our products or services without any obligation to you, and any such improvements or modifications shall be our sole property. You hereby waive any rights to the Feedback and agree that we may use it without restriction or compensation.
- Third-Party IP in Events: If the execution of your Event requires using any third-party intellectual property (for example, a patented technology in a timing chip, or copyrighted music at an event, etc.), you must secure the necessary rights or licenses. We will not be responsible for any IP infringement that arises out of your staging of the Event or your provided Content. You agree to indemnify us for any claims that arise alleging that Content you provided or actions you took infringed a third party’s intellectual property rights.
Organiser Obligations and Event Execution
- Event Execution: You are solely responsible for the successful delivery and operation of your Events. This includes handling all logistics (such as venue booking, staffing, scheduling, timing, result verification, and safety measures for physical events or platform setup for virtual events), providing any promised items to Participants (e.g., race packs, medals, prizes), and ensuring the overall quality of the event experience. We do not supervise or manage the actual Events; we only provide the Platform as a tool.
- Event Safety and Permits: For physical events, you must obtain any required government or local authority permits, licenses, or approvals (for example, road closures, park usage permits, police notices, etc.) and you must ensure appropriate safety measures are in place (like medical support, water stations, course marshals, liability insurance if needed, etc.). You should conduct a risk assessment and have emergency plans as appropriate for the scale of your Event. For virtual events, you should clearly communicate any safety guidelines to Participants (e.g., advising them to follow traffic rules and run in safe areas).
- Participant Terms and Waivers: We provide general Participant Terms & Conditions to users of the Platform (which our Platform requires all Participants to accept when registering). However, you may have additional terms or waivers that Participants must agree to for your specific Event (for example, a waiver of liability specific to your organisation or an image release). It is your responsibility to inform us of any additional terms you need included during registration. The Platform may allow you to input custom waiver text or links. You must ensure any additional terms do not conflict with the Platform Terms. In the event of a conflict, the Participant’s agreement with you is separate from their agreement with us, and you agree that you will not impose any terms on Participants that cause us to be in breach of our own terms or any law.
- Refund Policy: You are required to establish a clear refund and cancellation policy for each Event (even if the policy is that no refunds are allowed). This policy must be communicated to Participants (the Platform can provide a field for this in the Event listing). You agree to honour your stated refund policy. If an Event is cancelled by you (and not rescheduled) or if a Participant is entitled to a refund under your policy or consumer protection laws, you are responsible for refunding the Participant. The Platform will facilitate the technical process of refunds if using our Payment Gateway, but ultimately the financial responsibility lies with you. If you lack funds to issue required refunds (for example, if you have already used the registration fees and then have to cancel), you must make good faith efforts to compensate Participants, and you agree that we may use any of your remaining payouts to refund Participants as needed (and you will remain liable to us for any shortfall).
- Communicating with Participants: You must keep Participants reasonably informed about important event details and any changes. This includes timely communication if you change the event schedule, venue, or format, or if you cancel or postpone the event. You should also respond to Participant inquiries or issues in a professional and prompt manner. The Platform may provide messaging or announcement features, but the responsibility to convey critical information lies with you.
- No Endorsement by Heyrace: You shall not state or imply to Participants, sponsors, or others that we (Triple Wave or heyrace) endorse, sponsor, or are responsible for your Event. You may indicate that your Event is “hosted on the heyrace platform” or “using heyrace for registrations,” but you cannot use our name or logo in a way that suggests partnership or endorsement beyond that service relationship. Any broader use of our trademarks for promotion requires our prior written consent.
- Compliance and Legal Obligations: You must comply with all laws applicable to your role as an event organiser. This includes (but is not limited to) ensuring you are properly registered or licensed as a business if required, adhering to any charitable fundraising laws if your Event is for charity, obeying employment laws if you have staff or volunteers, and not engaging in corrupt practices (such as bribery to obtain permits) while running your Events. If your Event involves any regulated activity (e.g., a raffle or contest that requires a license, collection of donations for a charity, serving alcohol at a race after-party, etc.), it is solely your duty to comply with those regulations.
- Independence: You acknowledge that Participants are customers of your Event. While the Platform facilitates their registration, any issues, injuries, or claims related to the event itself (such as dissatisfaction with event arrangements, accidents, etc.) are primarily your responsibility to address with the Participant. You should have adequate insurance to cover your liability to Participants (especially for physical events).
- Reporting and Record-Keeping: Keep accurate records of transactions and Participant agreements related to your Event. We maintain electronic records of registrations and transactions on the Platform, but you should also keep backups of critical information (like a list of Participants, their contact info, emergency contacts for physical events, etc.). After an Event, it may be prudent to retain records (including waivers signed) for a certain period in case of disputes or legal issues. We are not responsible for storing your event data indefinitely; we generally retain data per our retention policy, but you should not rely on the Platform as your sole archive.
Indemnification
- Your Indemnity to Us: You agree to indemnify, defend, and hold harmless Triple Wave Pte. Ltd. and its affiliates, and their respective directors, officers, employees, agents, and representatives (collectively, the “Indemnified Parties”), from and against any and all claims, demands, suits, proceedings, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:
- Event-Related Claims: Any claim by a Participant or third party arising from or related to your Event, including (but not limited to) personal injury, death, property damage, or financial loss that occurs during or in connection with the Event, or any breach of obligations to Participants (such as failure to deliver promised goods or refunds).
- Breach of Agreement: Your breach of any term of this Agreement or any representation or warranty you provide herein.
- Violation of Law: Your violation of any applicable law, regulation, or rights of any third party in connection with your use of the Platform or your organisation of the Event. This includes any employment-related claims if you use volunteers or staff, intellectual property infringement claims due to your Content, data privacy breaches due to your handling of Participant Data, or regulatory fines.
- Misconduct or Negligence: Any fraud, willful misconduct, or gross negligence by you or your employees, contractors, or agents in relation to the Event or use of the Platform.
- Data Protection Violations: Any breach by you of data protection laws or misuse of Participant Data (including any security breach on your side affecting Participant Data).
- Procedure: If any claim or lawsuit is brought against us by a third party in connection with any matter for which you have indemnified us above, we will promptly notify you of such claim. You may assume control of the defense and settlement of the claim with counsel reasonably satisfactory to us, provided that (i) you diligently defend the claim, and (ii) you do not settle any claim in a manner that admits fault on the part of an Indemnified Party or imposes any obligations on an Indemnified Party without our prior written consent. We have the right to participate in the defense with counsel of our choice at our expense, and if you do not promptly assume and diligently conduct the defense, we may take control of the defense (and you will then reimburse us for reasonable costs of defense).
- Additional Cure: In the event of a claim alleging that the Platform (as provided by us) infringes a third party’s intellectual property, we will have the right, at our expense, to (a) procure the right for you to continue using the Platform, or (b) modify or replace the infringing component to make it non-infringing. If neither of those options is feasible on commercially reasonable terms, we may terminate this Agreement with immediate effect and provide a pro-rata refund of any fees paid by you for services not yet rendered. (This clause addresses IP infringement by our Platform, which is not expected, but provided as a potential remedy. Such cases would be defended by us, not falling under your indemnity.)
- Survival: Your indemnification obligations will survive the termination or expiration of this Agreement and remain in effect until all relevant claims are fully resolved.
Limitation of Liability
- No Consequential Damages: To the fullest extent permitted by law, in no event shall either party (or, in the case of us, our affiliates and service providers, and our and their officers, directors, employees, or agents) be liable to the other party for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profits, revenue, goodwill, business opportunity, or data, whether incurred directly or indirectly, arising out of or related to this Agreement or the use of the Platform, regardless of the theory of liability (contract, tort, or otherwise) and even if the other party has been advised of the possibility of such damages.
- Cap on Liability: To the fullest extent permitted by law, our total cumulative liability to you or any third party arising out of or relating to this Agreement or the Platform shall not exceed the total amount of fees actually paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim, or SGD $5,000, whichever is lower. If no fees were paid (for example, if you are on a free plan), our liability shall not exceed SGD $100. This limitation applies in aggregate to all claims and causes of action.
- Exceptions: The limitations and exclusions of liability above shall not apply to (i) your indemnification obligations under this Agreement, (ii) your payment obligations for fees due, or (iii) any liability which cannot be limited or excluded by law (such as liability for death or personal injury caused by negligence, or for fraud or willful misconduct). However, any mandatory liability that cannot be excluded shall be limited to the minimum amount permitted by law.
- Acknowledgment: You acknowledge that the Platform is provided at a fee that reflects the allocation of risk set forth in this Agreement and that we could not provide the services to you economically without these limitations. If you desire us to assume additional liability or risk, we would need to negotiate and charge higher fees to account for that.
- Release of Liability: You acknowledge that the Platform is a tool to facilitate your operations, and not a guarantee of your Event’s success. Any issues arising from Participant behaviors or external factors (like weather, government restrictions, etc.) are not our responsibility. Except as expressly provided in this Agreement, we will not be liable for any failure to perform or any delay in performance of our obligations (such as Platform downtime or payment delays) due to an event beyond our reasonable control, including acts of God, war, riot, labor disruptions, internet or telecommunications failures, or governmental action.
- Claim Period: Any claim you have against us must be brought within one (1) year from the date the claim arose, or such claim is permanently barred. This limitations period is shorter than otherwise provided under law, to the extent a shorter period is lawful in the relevant jurisdiction.
Term and Termination
- Term: This Agreement commences on the date you accept it and continues until terminated in accordance with its terms. Each Event you post is covered by this Agreement.
- Termination by Organiser: You may terminate this Agreement for convenience by providing us with at least thirty (30) days’ written notice of your intent to terminate, or by following any account cancellation procedure provided in the Platform (you may need to contact us for full account deletion). However, if you have active Events (with Participants registered or registrations open), you are responsible for either completing those Events or properly cancelling them and handling refunds before terminating. Simply ceasing to use the Platform does not absolve you of commitments to Participants already registered.
- Termination or Suspension by Heyrace: We may terminate this Agreement or suspend your Organiser account (a) immediately if you are in material breach of this Agreement or we have a good-faith reason to believe continued use of the Platform by you poses a risk of harm or legal liability to us, Participants, or third parties; or (b) upon 30 days’ written notice for any reason (i.e., at will). We will strive to exercise the at-will termination only in exceptional circumstances (such as if we discontinue the Platform service or your category of use). If a breach is curable, we may give you notice and a reasonable opportunity to cure (e.g., 7 days) before termination. Material breaches include, but are not limited to: failing to pay fees when due, fraudulent activity, severe violation of Participant privacy, posting prohibited content, or running an Event that causes significant issues or legal exposure.
- Effect of Termination: Upon termination of this Agreement, you must immediately cease using the Platform as an Organiser. Any future Event listings or pending registrations may be removed or closed by us. Participants registered for upcoming Events should be notified of the status; if we terminated due to your breach or platform misuse, we reserve the right to communicate to Participants and potentially issue refunds from remaining funds. Any unpaid fees or payment obligations accrued before termination remain due and payable. We will pay out any remaining owed balances to you (minus any offsets permitted under this Agreement) within a reasonable time after termination, provided such payout is not prohibited by law or subject to dispute hold.
- Survival: Any provisions of this Agreement which by their nature should survive termination (including but not limited to indemnity, limitation of liability, confidentiality, governing law, and any obligations to pay outstanding fees or refund Participants) shall survive and continue in effect.
- Data upon Termination: Upon termination, we may disable your access to the Organiser dashboard. You may request a copy of your Event data (participant lists, etc.) and we will provide this if possible and permissible by law (e.g., excluding personal data that a Participant has withdrawn consent for). We may retain certain data for legal compliance or archival purposes, as outlined in our Privacy Policy, but we are not obligated to retain your Event listings on the Platform.
- Closing Events Without Terminating Account: If you wish to stop using the Platform for new Events but maintain access to past Event data, we can deactivate your Organiser profile from public view while maintaining your account data. This Agreement would technically continue to apply to any access of that data. If your account remains dormant, we may eventually terminate it under an inactive account policy, with prior notice.
Confidentiality
- Confidential Information: In the course of the relationship, either party (the “Disclosing Party”) may provide information to the other (the “Receiving Party”) that is proprietary or confidential, and which is either marked as such or should reasonably be understood to be confidential given the nature of the information and the context of disclosure (“Confidential Information”). Our Confidential Information includes, but is not limited to, non-public aspects of our Platform, pricing offers not publicly disclosed, and any non-public data provided to you. Your Confidential Information includes any non-public business, financial, or technical information you provide to us that is marked confidential.
- Protection: The Receiving Party agrees to use the Disclosing Party’s Confidential Information solely for the purpose of fulfilling its obligations and exercising its rights under this Agreement, and not to disclose it to any third party except to its employees or subcontractors who need to know the information for said purpose and are bound by confidentiality obligations at least as strict as these. The Receiving Party will protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own sensitive information, but in no event less than reasonable care.
- Exclusions: Information shall not be considered Confidential Information if the Receiving Party can show that it (i) is or has become publicly available through no fault of the Receiving Party, (ii) was rightfully in the Receiving Party’s possession before disclosure by the Disclosing Party, (iii) was rightfully obtained from a third party who had the right to disclose it without restriction, or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
- Legal Disclosure: If the Receiving Party is required by law, court order, or regulatory authority to disclose Confidential Information, it may do so provided it gives prompt notice to the Disclosing Party (if legally allowed) to enable the Disclosing Party to seek a protective order or otherwise prevent or limit the disclosure. The scope of any disclosure shall be limited to what is legally required.
- Return/Destruction: Upon termination of this Agreement or upon written request of the Disclosing Party, the Receiving Party will return or destroy (and certify destruction of) all Confidential Information of the Disclosing Party, except for copies retained in automated backups or archives (which remain subject to confidentiality obligations).
- Confidentiality of Agreement: The terms of this Agreement (including pricing or fee arrangements) are considered Confidential Information. However, either party may disclose the existence of the relationship and general nature of the services (e.g., that you are using our platform for events, or that you are one of our Organisers) unless both parties agree to keep that confidential for a specific reason.
- Duration: The obligations in this Confidentiality section survive for a period of two (2) years after the termination of this Agreement, or for as long as the information remains a trade secret under applicable law, whichever is longer.
Miscellaneous
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law principles.
- Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall first be attempted to be resolved amicably through good faith negotiations between the parties. Failing such resolution within 30 days of written notice of the dispute, either party may refer the dispute to the exclusive jurisdiction of the courts of Singapore. Each party irrevocably submits to the jurisdiction of the Singapore courts. Notwithstanding the foregoing, either party may seek injunctive relief or other equitable remedy in any competent jurisdiction to protect its intellectual property or Confidential Information.
- No Third-Party Rights: This Agreement is made for the benefit of the parties and their permitted successors and assigns only and is not intended to benefit any third party or be enforceable by any third party (except that any Indemnified Party can rely on the indemnity provisions). The Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore is expressly excluded such that it shall not apply to this Agreement.
- No Assignment: You may not assign or transfer this Agreement (or any of your rights or obligations hereunder) to any third party without our prior written consent, except that you may assign this Agreement in its entirety in the event of a merger or sale of substantially all your assets or stock, provided the resulting entity agrees to be bound by all the terms hereof and is not a competitor of ours. We may assign or transfer this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, and we will notify you if such event occurs.
- Relationship of Parties: You and we are independent contracting parties. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, franchise, or agency relationship between the parties. Neither party has authority to act as agent for or to bind the other in any way.
- Entire Agreement: This Agreement (including any schedules, addenda, or additional terms incorporated by reference, and any applicable order forms or pricing agreements) constitutes the entire agreement between you and us with respect to the subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to the same subject matter. Each party acknowledges that in entering into this Agreement it has not relied on any representation or warranty not expressly set out herein.
- Amendments: We reserve the right to amend this Agreement by providing you with written notice of the amendments (which may be through email or a notification through the Platform) at least 30 days before they are to take effect, except that we may implement changes with shorter notice if required by law or to address an unforeseen risk or issue. If you do not agree with the proposed amendments, you may terminate the Agreement by providing written notice within that 30-day period. Your continued use of the Platform after the effective date of the amendment constitutes acceptance of the amended terms. Any other modifications or amendments must be mutually agreed in writing by both parties.
- Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified so as to best accomplish the original provision’s intent to the fullest extent permitted by law, and the remaining provisions shall remain in full force and effect.
- Waiver: No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver thereof. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the party granting the waiver.
- Notices: Notices under this Agreement should be sent to the contact addresses provided by each party (e.g., the email and/or mailing address you provided when registering, and for us: the contact info on our website or as provided below). Notices will be deemed given (a) if by hand or courier, upon delivery; (b) if by registered mail, 5 business days after sending; or (c) if by email, upon sending, provided no bounce or error message is received and a copy is also sent by another method for formal notices.
For avoidance of doubt, our current notice address is: Triple Wave Pte. Ltd., 140 Paya Lebar Road #10-09, Singapore 409015, email: supportheyrace.com.
- Headings: Section headings are for convenience only and shall not affect the interpretation of this Agreement.
- Language: This Agreement is drafted in English. If it is translated into another language for convenience, the English text shall govern in the event of conflict.
- Counterparts: If this Agreement is being physically signed or executed, it may be executed in any number of counterparts (including via electronic signature), each of which shall be an original, and all of which together shall constitute one and the same instrument. If this is presented to you as a click-through or online acceptance, no physical signature is required, but you agree that by indicating your acceptance, you are entering into a binding contract.
By using heyrace platform, you acknowledge that you have read and agree to this Event Organiser Agreement. We recommend you save or print a copy of this Agreement for your records.