Singular Labs, Inc. (“Singular” or “us”, “our”, “we”) provides command and control services for mobile advertising (the “Services”). These Terms of Service (these “Terms”) together with the executed Service Agreement which Singular has provided to you (the “Service Agreement”), govern your access and use of the Services. “You” or “Company” means any third party that uses the Services. Please read these Terms carefully. These Terms govern your use of the Services. By accessing or using the Services or making any payment in respect of the Service Agreement, you signify your assent to these Terms.
1. Services. Subject to the terms and conditions hereof, Singular shall allow you to access and use the Services during the Term. Company shall use the Services only in respect of its own advertising and promotions, and shall not use the Services to provide similar services to any third party.
2. Registration. In order to use the Services, Company will be required to register with Singular. Company must provide all information as requested by Singular in the registration process, and Company represents and warrants that all such information shall be accurate and complete. Company shall keep such information up-to-date. Company shall immediately notify Singular if there is a security breach of its account. Company is responsible for all uses of its account, including by any unauthorized users.
3. Restrictions. Except as set forth expressly herein, Company shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Services; (b) modify the Services, or insert any code or product, or manipulate the Services or their presentation in any way; (c) impose an excess load or burden on the Services, (d) circumvent any security or access control measures of the Services or (e) license or distribute the Services to any third party, or use the Services as part of a service bureau operation or to provide services on behalf of or for the benefit of
any third party. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Company shall inform Singular in writing in each instance prior to engaging in the activities set forth above.
4. Intellectual Property. As between the parties, Singular shall have all right, title and interest in the Services, and all software that provides the Services. Singular does not request feedback regarding the Services. Notwithstanding the foregoing, if Company provides Singular with any feedback regarding the Services, Singular and its affiliates may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
5. Payment. Company shall make payment to Singular pursuant to the terms and conditions of the Service Agreement. Company must add applicable taxes (including VAT) and other government charges to such amounts as required by law. All amounts payable hereunder are exclusive of all applicable taxes and government charges, and Company shall make payment to Singular without deduction for and free and clear of any such amounts. Unless set forth otherwise on the Service Agreement, amounts are due and payable within 30 days of receipt of the applicable invoice. Late payments shall bear interest at the rate of 5% per annum.
8. Services Levels, Support. The Service Agreement describes Singular’s support and service commitment, which Singular shall make reasonable commercial efforts to satisfy. Notwithstanding such commitment, Singular does not guarantee the Services will be operable at all times or during any down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of Company’s software, equipment, systems or local access services, or (c) for previously scheduled maintenance.
9. Representations and Warranties; Disclaimer. Company represents and warrants that (a) it has sufficient authority to enter into this agreement and that is has not entered into any other agreement, obligation or restriction which would prohibit the provision of the Services to Company or the access of Company’s data or other advertising Services by Singular. Company will promptly inform Singular if it has reason to believe that the former representations are no longer true. Company accepts the Services and any reports or analytics “as is”. Singular makes no warranties or representations regarding the services, reports or analytics and disclaims all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose or non-infringement. No other document or oral statements made by Singular or its representatives shall be deemed to provide any warranty or representation unless expressly set forth herein. Singular makes no warranties regarding the accuracy of the analytics. Any actions taken by the company based on the analytics are at company’s sole risk.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL SINGULAR (OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR CONSULTANTS) HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICES OR THE ARRANGEMENTS CONTEMPLATED HEREIN, INCLUDING IN RESPECT OF LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR LOST DATA. IN NO EVENT SHALL THE LIABILITY OF SINGULAR (OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR CONSULTANTS) FOR THE PROVISION OF THE SERVICES OR UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENT RECEIVED BY SINGULAR FROM LICENSEE IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM. Company understands that Singular is not a data storage service. Company must make backups of any data provided to Singular, and Singular shall have no liability for any lost or corrupted data.
11. Term. The term of these Terms (the “Term”) shall commence on the Effective Date and shall continue for the period set forth on the Service Agreement unless terminated in accordance with these Terms. If the Service Agreement provides for an initial “opt-out period”, Company may terminate these Terms prior to the conclusion of such opt-out period. Otherwise, Company may not terminate these Terms during the Term. Singular may terminate these Terms with written notice if it has reason to believe that Company is in breach of any provision of these Terms. Upon any termination or expiration of these Terms, Singular will cease providing the Services. In the event of any termination (a) Company will not be entitled to any refunds of any fees, and (b) any outstanding balance for Services rendered through the date of termination will be immediately due and payable in full. Sections 3-12 of these Terms shall survive any termination thereof.
12. Force Majeure. Each party shall be excused from performance hereunder, except with regard to payment obligations, to the extent that the failure to perform such obligation is due to a Force Majeure Event. A “Force Majeure Event” means any circumstance not within the reasonable control of the party affected, but only if and to the extent that (i) such circumstance, despite the exercise of reasonable diligence cannot be prevented, avoided or removed by such party, and (ii) such circumstance materially and adversely affects the ability of the party to perform its obligations under this Agreement. With respect to Singular, the cessation of any third party data provider in providing data shall be deemed a Force Majeure Event. If a Force Majeure Event continues for more than 30 days, either party may terminate this Agreement upon written notice.