Definitions

1. Confidential Information means any confidential or proprietary information relating to a Party which: (i) if in written, graphic, machine readable or other tangible form is marked “Confidential” or “Proprietary” or which, if disclosed orally or by demonstration, is identified at the time of disclosure as confidential; or (ii) by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. Notwithstanding the above, the Software, SaaS Services and related technology, inventions, know-how, designs or proprietary information and documentation shall be deemed to be Confidential Information of Company.
2. Customer Data shall mean and include all data, electronic or otherwise, including all documents, information, content, records, files, and personally identifiable information entered into, submitted, received, processed, or stored by or for the Customer in the course of the use and access of the Software. Customer Data may also include the End-User’s data.
3. Documentation shall mean, Company’s Software manuals or other standard Software documentation including user guide, instructions, technical specifications, description of functionalities of the Software (and any amendments thereto), any other proprietary content in respect of the Software and Software subscription plans. The Documentation shall not include the source code of the Software which shall always be in the legal and actual possession of the Company.
4. End-User shall mean an individual who creates an account in the Customer systems and uses the Software through the Customer systems and thereby is authorized by the Customer to use the Software and SaaS Services. End-Users may include but are not limited to Customer’s employees, consultants, contractors and agents but may not include third parties with whom the Customer transacts business.
5. Fees shall mean the amount payable by the Customer to the Company as per the relevant subscription plans, based on the volume of data and the number of MAUs, for the Software and SaaS Services which are more fully detailed in the relevant Documentation available online.
6. Free Trial Period shall mean the period during which the Customer may use the Software free of charge, provided such usage does not exceed 200 MAUs (defined below).
7. Hosting Servers shall mean those servers and other hardware and software, either owned, licensed or subscribed, as determined by Company in its sole discretion, that shall be used by Company to provide the Software and SaaS Services.
8. MAU shall mean monthly active users using the Software. Any unique user shall be considered as an active user if such user makes a minimum of ten (10) API calls on the Software in a particular month
9. SaaS Service shall mean services that can be availed by the Customer through the use and access of the Software which is made available for access online on a hosted basis, which Software and services are more particularly described in the relevant Documentation.
10. Subscription shall mean the subscription to the Software purchased by the Customer hereunder as set forth in the relevant Documentation (including subscription plans made available on the Company website) and includes the license and support as set forth in this Agreement.
11. Software shall mean and include the (i) AI enabled SaaS product developed by the Company and accessible to the Customer on object code form comprising the features/functions and as set out in the relevant Documentation; (ii) any SDK, CMS, and/or API that is made available or provided to the Customer in connection with the Saas Service; (iii) the software architecture, design, user interface, services, features, functionalities, and improvements; (iv) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, trademarks, service marks and logos, contained in or made available through the Software; and (v) Documentation thereof.
12. “Term” shall mean the period commencing from the Effective Date until the Agreement is terminated by either Party during which the Software and the SaaS Services are made available to the Customer by the Company.
13. “Use” or “Used” or “Using” shall mean directly or indirectly activating the processing capabilities of the SaaS Service, and/or executing, accessing, utilizing, or employing or displaying information resulting from such capabilities

SaaS Services

1. The Company shall make available to the Customer the Software and SaaS Services in accordance with this Agreement and the relevant Documentation.
2. Company grants the Customer a worldwide, revocable, royalty-free, limited, non-exclusive, non-transferable, non-assignable right during the Term to access the Software and Use the SaaS Services on a fully hosted basis, subject to the terms and conditions set forth in this Agreement.
3. The Customer acknowledges and agrees that (i) the SaaS Services are made available on Hosting Servers and Company does not provide any installation or integration of the Software to the Customer system unless agreed to otherwise between the Parties (ii) Any Customer Data or any other information submitted by Customer shall be hosted on third party Hosting Servers; and (iii) such third party Hosting Servers are decided by the Company at its sole discretion and such third party providers may have additional terms that may be binding on the Customer.
4. Company will employ administrative, physical and technical measures and other reasonable security measures in accordance with the applicable industry standards to prevent the accidental loss or unauthorized access of Customer Data under the Company’s control. The Customer agrees that it will not knowingly or deliberately take any action that may, directly or indirectly, cause a breach of such security measures used by the Company.
5. Company shall have a continued right to monitor the Customer’s access and use of SaaS Services to the extent necessary to determine the Customer’s compliance with this Agreement.
6. Notwithstanding anything contained in this Agreement, the Company does not control the Customer Data or have any obligation to monitor: (a) Customer Data; and (b) the Customer’s or the End User’s Use of the Software and SaaS Service. However, the Customer acknowledges that the Company reserves the right to monitor the Customer Data for operational purposes of the Company.
7. The Company shall, during the Term of this Agreement, access and Use the Customer Data as per the Privacy Policy of the Company.
8. During the Term of this Agreement, the Customer is entitled to have the Customer Data transferred by providing a written request to the Company and making the requisite payment for the same.
9. Except as expressly set forth in any relevant Documentation, Company shall not offer any customization capability with respect to the Software or SaaS Services to the Customer. All right, title and interest in, and to any customizations created shall vest solely with the Company.

Restrictions

1. use the Software and SaaS Services in any manner except as provided in this Agreement or related Documentation;
2. reverse engineer, unlock, disassemble, decompile or in any manner decode the Software or make any attempts to do so;
3. sub-license or cross license the Software or SaaS Services to any third parties;
4. sell, re-sell, re-distribute, lease, time-share, share, lend or rent the Software or SaaS Services to any third parties;
5. copy any features, functions or user interfaces/graphics of the Software; or
6. introduce malicious code in the Software, the third-party Hosting Servers or any other computing resources of Company or undertake any activity which negatively impacts the Software or SaaS Services or otherwise tampers with the security measures of the Company.

Free Trial

1. Customers shall, during the Free Trial Period, be entitled to Use the Software and SaaS Service.
2. On the MAUs exceeding the free limit and/or period as set forth in the pricing page at https://www.gluedin.io/pricing/, the Company shall send the Customer a notification stating that the Free Trial Period has expired and that the Customer has to pay Fees as set forth in https://www.gluedin.io/pricing/, for the continued Use of the Software.
3. During the Term, any increase or decrease in the MAUs shall be calculated and effectuated at the end of a month.
4. On expiry of the Free Trial Period, the Customer shall be required to pay Fees in accordance with Section 5 of this Agreement for usage of the Software and SaaS Services.
5. The Parties agree that Sections 5, 8.2, 9.1, 9.2 and 11.2 of this Agreement shall not be applicable to the Customer during the Free Trial Period.
6. THE SOFTWARE AND THE SAAS SERVICES, DURING THE FREE TRIAL PERIOD, SHALL BE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY HEREBY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.

Payment Terms

1. The Customer agrees to pay the Company the Fees as set forth in the relevant Documentation (including subscription plans available in the Company website). All Fees paid are non-refundable except as provided in Section 5.7 of this Agreement.
2. The Fees shall be paid at the end of each month by the Customer using a standard payment method as determined by the Company. All payments shall be made through third-party applications and the Company assumes no responsibility for any damages or losses that may arise from the use of such third-party applications. The payment obligations under this Agreement shall be determined by the Company in accordance with the GMT time zone.
3. Non-payment of the Fees by the Customer within seven (7) days from the date of the invoice shall lead to suspension of Software and SaaS Services by the Company without any prior notice to the Customer. If the suspension exceeds seven (7) days, the Company may exercise its right to terminate the Agreement under Section 11.2 provided that the notice period for termination shall be fourteen (14) days notwithstanding anything provided in Section 11.2.
4. All Fees are exclusive of taxes and levies. Any transaction taxes that arise from the Use of the Software or SaaS Services shall be borne by the Customer. This includes but is not limited to goods and services tax (GST) and similar taxes or other duties.
5. The Company shall have the right to determine/revise the pricing of the Software and SaaS Service, in its sole discretion, from time to time and any such change in the pricing shall be updated on the website at https://www.gluedin.io/pricing/. Company may provide the Customer with a thirty (30) day notice prior to making any revisions to the pricing and the Customer shall not dispute any such revision to the price.
6. The Company, at its sole discretion, may make promotional offers on pricing of the Software and SaaS Services to any customer. These promotional offers, unless made expressly to the Customer, will not apply to the Customer’s Subscription or this Agreement.
7. For any dispute relating to the amount of Fees payable or paid, the Customer may raise a complaint with the Company by sending a written notice to connect@gluedin.io within thirty (30) days from the date of the dispute. Any refunds to be provided for resolution of the abovementioned disputes shall be provided to the extent the dispute relates to overcharging or any other billing errors.

Intellectual Property

1. Except for the limited rights expressly granted under this Agreement, all rights, title and interest in and to the Software (including all improvements, enhancements or changes made to the Software), Saas Service, Documentation, designs, functionality, user interfaces, other technology and materials of any kind and all associated intellectual property rights vests solely and exclusively with the Company.
2. All rights, title and interest in and to the Customer Data, Customer system and all associated intellectual property rights shall vest solely with the Customer. The Customer shall be solely responsible for its and End-User’s access and use of the Software and for the Customer Data uploaded by the Customer or any End-Users or any other information otherwise made available through their use of the Software. In the event the Customer Data contains personally identifiable information, the Customer shall comply with all applicable laws in relation to collection, storage, transmission, and use of such personally identifiable information.
3. Nothing set forth in this Agreement shall restrict Company from accessing and analyzing the Customer Data on an anonymized basis or from collecting, storing, analyzing and using information related to the usage of the Software and/ or SaaS Services by the Customer for any purpose it deems appropriate including but not limited to tracking the Customer’s usage of the Software and/or SaaS Services, invoicing, tracking performance of the Software and/or SaaS Services, and further development or enhancing the capabilities of the Software and/or SaaS Services.
4. Customer acknowledges and agrees that it neither has nor shall it acquire any rights, title or interest in any intellectual property rights except as stated in Section 6.2 and that the Customer shall only have a limited right to use the Software as set forth in this Agreement.

Confidentiality

1. Either Party (“Disclosing Party”) may, during the Term, exchange and/or provide the other Party (“Receiving Party”) with access to Confidential Information for the purposes of this Agreement. As between the parties, the Confidential Information of each Party will remain its sole property.
2. The Receiving Party shall not use or disclose any Confidential Information for any purpose other than the performance of obligations under this Agreement, without the prior written consent of the Disclosing Party. The Receiving Party shall take all reasonable security precautions to protect the Confidential Information and use the same care and discretion to avoid disclosure, publication or dissemination of Confidential Information as the Receiving Party uses with its own confidential information, but in no event less than a reasonable degree of care. No Confidential Information will be disclosed by the Receiving Party without the prior written consent of the other party, except (i) disclosures made to the Receiving Party’s employees or consultants on a need-to-know basis for the purpose of discharging its obligations under this Agreement and who are bound by confidentiality obligations in a manner no less restrictive than as set forth in this Section; and (ii) as required by applicable law or the order of a governmental authority, including a court order.
3. The confidentiality obligations shall not apply to any information that: (i) is or becomes generally available to the public other than as a result of disclosure in breach of this Section; (ii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party; (iii) the Receiving Party can demonstrate that the information was known to it or was in its possession on a non-confidential basis prior to the date of disclosure by the Disclosing Party; (iv) is independently developed by the Receiving Party without use of, or reference to, Confidential Information provided by the Disclosing Party.
4. The Parties acknowledge and agree that the use or disclosure of any Confidential Information in a manner inconsistent with the confidentiality obligations under this Agreement may cause irrevocable damage to the Disclosing Party for which adequate remedy at law will not be available and thereby, the Receiving Party shall be entitled to seek injunctive relief against such breach. The right of each Party to seek injunctive relief shall not limit in any manner that Party’s right to seek other and/or additional remedies at law or in equity.
5. Notwithstanding the termination or expiration of this Agreement, the rights and obligations in this Section shall survive and continue to bind the Parties, their successors, and assigns.

Representations and warranties

1. Each Party represent and warrant that:
   1. It is a legal entity duly incorporated and validly existing under the laws of the state in which it is organized;
   2. It has the authority to enter into this Agreement and execute, deliver and perform its obligations under this Agreement; and
   3. The performance of its obligations under this Agreement will not breach any applicable law or any other agreement to which it is a party.
2. Company represents and warrants that it will use commercially reasonable efforts to ensure that the Software and SaaS Services materially conform to specifications laid down in this Agreement and/or related Documentation, as the case maybe. Company’s sole obligation in respect of a breach of this warranty shall be to exercise all reasonable efforts, consistent with industry standards, to modify/reperform the Software or SaaS Services so as to ensure it materially conforms to the specifications in this Agreement or the relevant Documentation, provided that the Customer gives Company prompt written notice of any claims under the foregoing warranties.
3. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, COMPANY HEREBY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS AND EXPRESSLY WAIVES ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR OF ERROR-FREE AND UNINTERRUPTED USE OF OR NON-INFRINGEMENT OF SOFTWARE. THE CUSTOMER HAS INDEPENDENTLY EVALUATED THE SOFTWARE AND DETERMINED ITS SUITABILITY FOR THE CUSTOMER’S NEEDS.
4. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE COMPANY MAKES NO ADDITIONAL WARRANTIES AND PROVIDES THE SOFTWARE AND SAAS SERVICES IN AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY IS NOT RESPONSIBLE FOR ANY FAILURE OF THE TELECOMMUNICATIONS NETWORK OR OTHER COMMUNICATIONS LINKS UTILIZED TO GAIN ACCESS TO AND USE THE SOFTWARE. COMPANY MAKES NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SOFTWARE OR SAAS SERVICES WILL: (a) MEET CUSTOMER’S REQUIREMENTS; (b) ACHIEVE ANY INTENDED RESULT; OR (c) BE COMPATIBLE WITH CUSTOMER SYSTEMS.
5. Customer represents and warrants that Customer owns or has sufficient rights in the Customer Data that Customer uses with the SaaS Services. To the extent solely required for the purposes of this Agreement, Customer grants to Company a non-exclusive, limited, world-wide, fully-paid, royalty-free license to view, use, and copy the Customer Data.
6. Customer represents and warrants that Customer has the necessary authorization to collect and transmit the Customer Data (including authorization from the End User in relation to any personally identifiable or biometric information of such End User in a manner as prescribed under applicable law) to Company and for its use in relation to the SaaS Services and/or its storage on the Hosting Servers.
7. Customer is solely responsible for any Customer Data uploaded or processed by Customer by Using the SaaS Services.

Indemnity

1. Company shall indemnify and hold harmless the Customer against all third party claims, liabilities, and costs (including reasonable attorneys’ fees), brought against the Customer arising out of, relating to, or incurred in connection with breach of any third-party intellectual property rights by the Company, provided that such indemnity shall not apply if the alleged breach results from: (i) the Customer’s use of the SaaS Services not in compliance with this Agreement or Documentation; or (ii) any unauthorized use or modification of the Software or SaaS Services by the Customer or End-Users including combining or using the Software with any other platform or software not provided for or advised by the Company; or (iii) any unauthorised acts or omissions of the Customer and its End-Users. Company shall have full control of the defence and any settlement of such claim arising as contemplated under this Section, and the Customer shall cooperate fully with Company in the defence of the same.
2. In the event any claim or liability as referred to under Section 9.1. arises, Company shall, at its sole discretion: (i) procure for the Customer the right to use the infringing Software; (ii) replace or modify the infringing Software as to render them non-infringing. If none of the foregoing is commercially reasonable, Company may terminate the Agreement. These shall be the sole and exclusive remedies available to the Customer.
3. The Customer shall indemnify Company against all claims, liabilities, and costs (including reasonable attorneys’ fees) arising out of or in relation to: (i) the Customer’s and/or End-Users breach of the restrictions in Section 3; or (ii) any third-party claims alleging that the Customer Data or any Customer and/or End-Users acts or omissions (including any unauthorized use of the Software) result in infringement or misappropriation of intellectual property rights of such third party.

Limitation of Liability

1. In no event shall either Party, its affiliates or their employees, contractors, agents, officers or directors be liable, whether in contract, tort (including negligence) or otherwise, to the other Party for any indirect, punitive, incidental, special, consequential or exemplary damages including but not limited to: (i) loss of profits, (ii) loss of business or business interruption, (iii) loss of contracts, (iv) loss of revenues, (v) increased costs, (vii) wasted expenditure, (viii) loss of goodwill or reputation, irrespective of whether such Party has been advised of the possibility of such loss or damages, or not.
2. During the Free Trial Period the Company’s cumulative and aggregate liability, whether based in contract, tort (including negligence and strict liability) or otherwise, under this Agreement shall be limited to SGD $100 dollars.
3. Upon the expiry of the Free Trial Period, the maximum aggregate liability of Company under or in relation to this Agreement or any relevant Documentation, for any and all claims, loss or damages, whether arising in contract, tort (including negligence) or otherwise shall, in no event exceed, the total Fees paid by the Customer pursuant to this Agreement, in the three (3) months’ period preceding the date when the first claim arises.

Term and Termination

1. This Agreement shall come into effect on the Effective Date and shall remain in effect unless terminated earlier by the Parties as set forth in this Section 11.
2. Either Party may terminate this Agreement (i) with a thirty (30) day prior written notice, if the other party materially breaches the terms of this Agreement and does not remedy such breach within thirty (30) days of receipt of a written notice identifying the breach and requiring it to be remedied; or (ii) immediately, if the Customer files for bankruptcy, becomes insolvent, or make an assignment for the benefit of creditors.
3. The Company may terminate this Agreement for convenience, without any liability to the Customer, upon providing a thirty (30) days prior notice to the Customer.
4. Company may terminate the Agreement with immediate effect if the Customer breaches any of its obligations under Section 3 (Restrictions) or Section 6 (Intellectual Property) and Section 7 (Confidentiality).
5. Customer may terminate this Agreement at any time by cancelling their Subscription of the Software.
6. Upon termination of this Agreement, the Customer shall immediately pay any outstanding Fees due and payable till the date of termination.
7. Subject to Fees being paid, on termination of this Agreement and upon the Customer’s request, the Company will make available to the Customer, all Customer Data in its possession in a generally available format (as determined by Company in its sole discretion). Provided, Company shall have no obligation to retain any Customer Data for longer than 30 (thirty) days from the effective date of termination. Any unclaimed Customer Data may be destroyed by Company without any further notice or liability to the Client.
8. Upon termination of this Agreement, all rights granted to Customer with respect to the Software and SaaS Services under this Agreement will terminate effective as of the effective date of termination.
9. The Parties agree that Sections 3, 6, 7, 8 and 10 of this Agreement shall survive termination of this Agreement.

Publicity

Miscellaneous

1. Entire Agreement: This Agreement together with any revisions or amendments provided by the Company in https://www.gluedin.io/terms-conditions/ from time to time shall constitute the whole legal agreement between the Customer and Company and governs the Customer’s access and use of the Software and/or SaaS Services and replaces any prior agreements between the Customer and Company in relation to the subject matter of this Agreement.
2. Waiver: Any failure to exercise or any delay in exercising a right or remedy provided by or under this Agreement or related Documentation will not constitute a waiver of the remedy or a waiver of other rights or remedies, unless expressly waived in writing by such Party.
3. Severability: If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision shall be deemed removed from this Agreement without affecting the rest of the Agreement and the remaining provisions of this Agreement shall continue in full force and effect.
4. Assignment: Neither Party may assign any of their rights or obligations under this Agreement without the prior written approval of the other Party. Provided that Company is entitled to assign, novate, transfer or delegate any right, responsibility, duty or obligation under this Agreement in the event of a merger, amalgamation or any other corporate structuring without the prior approval of the Customer.
5. Notice: All notices, agreements and consents under this Agreement shall be in writing. Any such notices, agreements and consents shall be sent to the address of the recipient as set out in this Agreement or to the Customer registered email address as the Party in question shall notify to the other.
6. Governing Law: This Agreement shall be governed by the laws of Singapore and any disputes arising here shall be subject to the exclusive jurisdiction of the courts in Singapore.
7. Force Majeure: Neither Party shall be liable to the other for failure or delay in the performance of a required obligation, excluding payments due, if such failure or delay is caused by strike, riot, fire, flood, natural disaster, or other similar cause beyond such Party’s reasonable control, provided that such Party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other Party may terminate this Agreement if such condition continues for a period of thirty (30) days.
8. Independent Contractors: Both Parties are independent contractors and contracting on a principal to principal basis. Neither Party has the right or authority to bind the other Party to any obligations. Neither Party is an agent, representative or employee of the other Party.