SINGULAR PARTNER TERMS OF SERVICE

Welcome to Singular Labs, Inc. (“Singular”)’s partners portal (the “Portal”). 

Please carefully read the following terms of use (the “Terms“). By using or accessing the Portal, you agree to be bound by the Terms. If you do not agree to the Terms, you may not use the Portal in any way.

  1. Use of the Portal

You may, access and use the Portal strictly for your own and your organization’s use purposes.

  1. Use Restrictions

You may not modify, make derivative works of, disassemble, de-compile or reverse engineer any part of the Portal, or otherwise attempt to discover its underlying code, structure, implementation or algorithms.

You may not use the Portal in order to develop, or create, or permit others to develop or create, a product or service similar or competitive to Singular’s services.

You may not provide access to the Portal to third parties, including by reselling, licensing, renting, leasing, transferring, lending, timesharing, assigning or redistributing the Portal or any part thereof. 

You may not perform or attempt to perform any of the following in connection with the Portal: 

  • Breaching the security of the Portal, identifying, probing or scanning any security vulnerabilities in the Portal; 
  • Accessing data not intended for you, or accessing an account you are not authorized to access; 
  • Interfering with, circumventing, manipulating, overloading, impairing or disrupting the operation, or the functionality of the Portal; 
  • Working around any technical limitations in the Portal; 
  • Using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Portal; 
  • Collecting or processing information or data about any other users of the Portals; 
  • Sending any virus, worm, Trojan horse or other malicious or harmful code or attachment; or 
  • Using robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Portal.

YOU MAY NOT USE THE PORTAL FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY APPLICABLE LAW.

  1. Interruptions in the Portal

We will endeavor to have the Portal operate properly. However, as a service that relies on back-end software, computer algorithms and third-party networks and continuous internet connectivity, we do not guarantee that the Portal will operate in an uninterrupted or error-free manner, or that it will always be available, free from errors, omissions or malfunctions. 

If we receive notice of any failure or malfunction, or if we become aware of them by ourselves, we will attempt to regain the Portal’s availability as soon as practicable.

  1. Confidentiality
  1. Definition. Confidential information means all information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). The Portal constitutes Singular’s Confidential Information. 
  1. Protection of Confidential Information. The Recipient: (i) will not disclose the Confidential Information of the Discloser to any third party; (ii) will use the Confidential Information of the Discloser only as authorized under these Terms; and (iii) will use the same degree of care to protect the Confidential Information of the Discloser that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care not. The Recipient will limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality provisions set forth in these Terms.
  1. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without an obligation of confidentiality; (iii) is received from a third party without an obligation of confidentiality; or (iv) was independently developed by the Recipient without use or access to the Confidential Information.
  1. Disclosure Required by Law. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
  1. Equitable Relief. Recipient agrees and acknowledges that any breach of the provisions regarding ownership or confidentiality contained in these Terms may cause Discloser irreparable harm and Discloser may seek to obtain injunctive relief as well as seek all other remedies available to Discloser in law or in equity in the event of breach or threatened breach of such provisions.
  1. Intellectual Property

The Portal is a proprietary offering of Singular, protected under laws of general applicability governing patent, copyrights, trademark rights and know-how, and any and all other intellectual property rights, including, without limitation, designs, ideas, concepts, inventions, innovations, original works of authorship, formulas, algorithms, computer code, concepts, techniques, methods, systems, processes, compositions of matter, materials and trade secrets; each of the above whether or not patentable, copyrightable or protectable as trade secrets, irrespective of whether it has been registered in a patent, copyright, trademark or other form, and irrespective of whether it constitutes a commercial or trade secret.

All rights, title and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Portal or any part thereof, including computer code, graphic design, layout and the user interfaces of the Portal, but excluding the Input, are and will remain at all times, owned by, or licensed, to us. For the avoidance of any doubt, you will retain any and all rights, title and interest, including copyrights, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Input.

  1. Use of Your Information

We will use the content, information, code and data you upload to the Portal (“Input”), and information about the ways in which you use the Portal, its performance, and any bugs or malfunctions in the course of your use of the Portal (“Usage Data”), in order to provide the services we offer through the Portal to you, conduct administrative and technical activities necessary to maintain and provide access to the Portal, enforce these Terms and take any action in any case of dispute, or legal proceeding of any kind involving you with respect to the Portal.

We also use and share the Usage Data and information or content concerning enhancements, changes or additions to the Portal that you request, desire or suggest (“Feedback”) (but not any Input) in order to enhance the Portal, to develop new products and services, for research and testing and for any other purpose Singular determines. We pay no compensation to you for our use of such Usage Data and Feedback.

  1. Disclosure of Information

If we are required, or reasonably believe we are required, by law, to share or disclose Usage Data or Feedback, or if such sharing or disclosure is required pursuant to a subpoena, order, or decree, issued by a competent judicial or administrative authority, we will do so.

  1. Limitation of Liability

TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SINGULAR, ITS EMPLOYEES, OR ANYONE ON ITS BEHALF SHALL NOT BE LIABLE TO YOU, FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY SIMILAR DAMAGE OR LOSS, INCLUDING LOSS OF PROFIT AND LOSS OF DATA, COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE PORTAL, THE USE OF, OR THE INABILITY TO USE THE PORTAL, OR FROM ANY FAILURE OR ERROR IN THE FUNCTIONING OF THE PORTAL, OR FROM ANY FAULT, OR ERROR MADE BY OUR STAFF, OR FROM YOUR RELIANCE ON CONTENT AVAILABLE ON OR THROUGH THE PORTAL, OR FROM ANY COMMUNICATION WITH SINGULAR, OR FROM RETENTION, DELETION, DISCLOSURE AND ANY OTHER USE OR LOSS OF CONTENT OR INFORMATION.

  1. Applicable Law

These Terms shall be governed solely by the laws of the State of California without regard to its conflict of law provisions.

The federal and state courts located in San Francisco County, CA shall have sole and exclusive jurisdiction and venue over any claim in connection with the Portal or in respect of any matter relating to these Terms.

  1. Contact Us

You may contact us with any questions by emailing us to partners@singular.net.

Last Updated: April, 2022