Welcome To Near

The following terms of use (“Terms of Use”) govern the access or Use by you (hereinafter referred to as the “User” or “You”) of the website (“Website”) of Near Pte. Ltd. (“Company”) accessed or used via any mobile phone handset, tablet or other communication device.

By accepting the terms herein, or by accessing, viewing or using the Website, You agree to be bound by these Terms of Use and they constitute Your binding, legal obligations towards the Company. These Terms of Use may be modified at any time by the Company and such changes will be published at https://near.co. You agree that it shall be Your responsibility to ascertain the changes to the Terms of Use by reviewing the Terms of Use from time to time. If You do not agree to the Terms of Use, You should not access, view or Use the Website.

1. Definition

  • Privacy Policy means the privacy policy o the Company as published at https://near.co/privacy/;
  • Use or Used means to directly or indirectly access, activate, execute, utilize or employ the processing capabilities of the Website;
  • User Information means any information, image, file, list, web-link or such other material that is uploaded, generated or encountered by You through use of the Website;

2. User Information

  • You represent that You have the rights and authorizations required to upload, generate or publish all User Information through Use of the Website.
  • All User Information will be used and processed in accordance with these Terms of Use and the Privacy Policy (which is deemed to be part of these Terms of Use).
  • You agree that the User Information uploaded by You can be used and viewed by other third parties, who access and Use the Website, in accordance with the Privacy Policy.

3. Permitted Uses

  • You are permitted to use the Website in accordance with these Terms of Use.
  • You will use the Website in accordance with all applicable laws and regulations.

4. Prohibited Use

In relation to the use and access of the Website, You agree and undertake not to:

  • re-sell the usage, functionalities or services provided by the Website;
  • use the Website to host, display, upload, modify, publish, transmit, update or share any information, material or content that does not belong to You;
  • use the Website to host, display, upload, modify, publish, transmit, update or share any information, material or content which is grossly harmful, harassing, defamatory, blasphemous, offensive, obscene, pornographic, pedophilic, libelous, invasive of others’ privacy, hateful, racially or ethically objectionable, disparaging, relating or encouraging gambling, money laundering or engaging in activities which would cause offence to others on grounds of race, religion, creed, or sex or is otherwise unlawful in any manner;
  • (se the Website (including by hosting, displaying, uploading, modifying, publishing, transmitting, updating or sharing any information, material or content) to harm or attempt to harm minors in any way;
  • use the Website to create, host, publish, share or transmit material which infringes the copyright, trademark, patent, trade secret or other intellectual property or proprietary rights of any other party;
  • use the Website to host, display, upload, modify, publish, transmit, update or share any information, material or content for unlawful purpose;
  • use the Website (including by hosting, displaying, uploading, modifying, publishing, transmitting, updating or sharing any information, material or content) to impersonate another person;
  • use the Website to host, display, upload, modify, publish, transmit, update or share any information, material or content that contains software viruses or any other computer codes, files or programs designed to harm or interrupt, destroy or limit the functionality of any computer resource;
  • use the Website to host, display, upload, modify, publish, transmit, update or share any information, material or content that threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation;
  • use the Website in any manner which is not permitted under these Terms of Use and the Customer Contract;
  • use the Website for any unauthorized marketing purposes or for sending any unsolicited materials or advertisements.

5. Intellectual Property

You agree and understand that:

  • the Website including but not limited to the information, logos, designs, databases, arrangement of databases, user interfaces, response formats, software, audio, pictures, logos, icons incorporated therein are the sole property of the Company or its licensors. All intellectual property in and to the Website and its contents and functionalities shall vest solely with the Company or its licensors.
  • save for the limited right to access and use the Website in accordance with the Terms of Use and the Customer Contract, on a non-exclusive and non-transferable basis, there are no other rights being granted to You in the Website or any of its contents and functionalities.
  • You have no right to make any copies of the whole or part of the Website.

6. Disclaimers

  • The Company does not represent in any manner that:
    • the Website will be available at all times and will operate error free or that there will be uninterrupted access and service;
    • the integrity of the User Information will be maintained;
    • the Website are free from viruses or other malware.
  • The Company shall not in any manner be liable to You for any loss, damage, liability, expense or claim suffered by You in any manner by Your Use of the Website. You expressly release the Company, its director, officers, employees, vendors and representatives from any loss, damage, liability, expense, claim or other consequence of any Use by You of the Website.
  • The Company hereby disclaims and expressly waives all other conditions, representations and guarantees, whether express or implied, arising by law, custom, oral or written statements of Licensor or third parties including, but not limited to, any warranty of merchantability or fitness for particular purpose or of error-free and uninterrupted use of the Website.

7. Indemnity

You agree to indemnify and hold harmless the Company, its directors, shareholders, officers, employees and agents, against any claims, losses, damages or costs arising from (i) Your use of the Website and its contents, or (ii) Your breach of these Terms of Use.

8. Limitation of Liability

The Company shall not be liable for any loss of profits (anticipated or real), loss of business, loss of reputation, loss of data, loss of goodwill, any business interruption or any direct, indirect, special, incidental, consequential, punitive, tort or other damages, however caused, whether or not it has been advised of the possibility of such damages.

9. General

  • Termination: The Company reserves the rights to terminate Your access to the Website at any time if You are in breach of these Terms of Use or for any other reasonable cause as the Company deems fit. You acknowledge the Company’s rights set out in this Section 10(a) and waive any claim that You may have arising from such termination. Notwithstanding the termination of Your access to the Website, all provisions which by their nature are intended to survive, shall survive termination and continue to be applicable.
  • Force Majeure: In no event shall the Company be liable for failure or delay that is caused by strike, riot, fire, flood, natural disaster, or other similar cause beyond the Company’s control.
  • Waiver: No waiver of any provision of these Terms of Use shall be binding on the Company unless executed and notified by the Company in writing to You. No waiver of any of the provisions of these Terms of Use by the Company shall be deemed or shall constitute a waiver of any other provision and no waiver shall constitute a continuing waiver.
  • Entire Agreement: These Terms of Use read along with the Privacy Policy shall constitute the entire agreement between You and the Company for the Your access and use of the Website.
  • Severability: If any provision of these Terms of Use is determined to be invalid or unenforceable, it will not affect the validity or enforceability of the other provisions of these Terms of Use, which shall remain in full force and effect.
  • Governing Law: These Terms of Use are governed by the laws of Singapore. You irrevocably consent to the exclusive jurisdiction of Singapore Courts for all disputes arising out of or relating to these Terms of Use.

Welcome To Allspark

THESE TERMS OF USE ARE TO BE READ IN CONJUNCTION WITH ALLSPARK AND DATA USAGE AGREEMENT (“AGREEMENT”) (TOGETHER REFERRED TO AS “TERMS AND CONDITIONS”) CAREFULLY BEFORE USING ALLSPARK AND TARGETING PLATFORM.

All capitalized terms not defined herein have the meaning set forth in the Agreement.

1. Definitions

  • “Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common Control with, such entity.
  • “Allspark” means a mobile-first audience cloud powered, proprietary data management and analytics platform that allows its customers to leverage multiple stream of data (including location, behavioral, demographic, interest and third party data) by permitting them to curate audience, target audience in real-time, in and around hand-picked locations, track exposure to store visits and attribution for conversion tracking and provides real-time insights and heat maps of curated and standard off-the-shelf audience.
  • “API” means Company’s Application Program Interface, provided by Near in the form and manner agreed in Exhibit A of the Agreement.
  • “Audience Card” means selecting different segments of Company Data to build an Audience Card in Allspark.
  • “Company Data” means the aggregated and analyzed data, derived as an output from Allspark, specifically for the Customer. Company Data includes aggregated and analyzed consumer locations without use of GPS along with user behavior and context to build audiences/segments.
  • “Control” means with regard to an entity, means the legal beneficial or equitable ownership, directly or indirectly, of fifty percent (50%) or more of the share capital of such entity ordinarily having voting rights or effective control of the activities of such entity regardless of the percentage of ownership.
  • “Customer” means the customer identified in the Agreement and includes the assignees, affiliates, agents, successors and legal representatives of the Customer.
  • “Customer Content” means any information, data, details provided by Customer to the Company pursuant to these Terms and Conditions to be used in Allspark or to create Custom Data. Customer Content is Customer Confidential Information whether or not labelled or identified as such. Company acknowledges that it shall not use Customer Content and Custom Data except for performing its obligations pursuant to These Terms and Conditions or for improvements in its services generally.
  • “Custom Data” means the aggregated data set created and customized from existing Company Data based on Customer specifications, for the Customer.
  • “CPC Deliverables” means Deliverables sold on a cost per click basis.
  • “CPM” means net media rates.
  • “CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.
  • “Deliverable” or “Deliverables” means the inventory delivered by the Company (e.g., impressions, clicks, or other desired actions).
  • “Digital Application(s)” means application software designed to run on a mobile device, such as a smartphone, tablet computer or any other digital device.
  • “Marketing Material(s)” means creative, artwork, copy, or active URLs of advertisement provided or approved by the Customer to the Company for running it through Targeting Platform.
  • “Personally Identifiable Information” means any (i) personally identifiable information related to a data subject; (ii) social security number with the associated name; (iii) mother’s maiden name with the associated name; (iv) driver’s license or other government issued identification card numbers with the associated name; (v) telephone numbers identified as unlisted or unpublished; (vi) credit, debit card or financial account numbers with the associated name and any required PIN or access code; (vii) personally identifiable health information; (viii) personally identifiable payroll/financial information including employee identification numbers; or (ix) any non-public personal information, as that term is known under the applicable laws, including privacy and data protection laws and/or regulations.
  • “Places” means place segments used in building a custom Audience Card in Allspark.
  • “Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding use of tags, cookies and any other technology now known or hereafter developed that is designed to track users' online behaviour or activity, policies regarding consistency with Company's public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the applications on which the advertisements are to appear), other editorial or advertising policies and Marketing Materials due dates made available by the Company from time to time.
  • “Professional Services” means managed services provided by Company to the Customer pursuant to a separate Statement of Work executed between the parties. Professional Services will include operating Allspark and Targeting Platform on behalf of the Customer by an authorized representative of the Company.
  • “Publisher Platform” means Digital Applications on which Company has a right to serve advertisements.
  • “Services” means providing access to Allspark for (i) creating Audience Cards and (ii) running queries and displaying Marketing Materials through Targeting Platform and those services as described in Section of the Terms of Use.
  • “Statement of Work” means a document executed between the parties that will describe the (i) Professional Services to be provided by the Company, (ii) duration of the Professional Services, (iii) the fee for such Professional Services and all other details that parties may deem fit to include.
  • “Targeting Platform” means the platform that interfaces with the Publisher Platform to enable the Company to run Marketing Materials on Publisher Platform.
  • “Third Party Ad Server” means a third party engaged by the Customer that provides third party ad serving and/or ad tracking services.
  • “Third Party Data End User Terms” means the terms required by third party data providers to be included in agreements for sub-licensing of third party data which are available on the third party’s website or upon request from the Company.

2. Services

Company provides Services for the following purposes:

  • To access Allspark for creating Audience Cards and/or
  • To use Allspark in order to run Marketing Materials and access and use analytics suite made available on the Targeting Platform to measure campaign performances as well as to benchmark against competitors and/or
  • To use the Company Data to tie up with Third Party Ad Server to receive third party services, subject to the restrictions and confidentiality obligations herein and/or
  • Any other purpose, as agreed between the parties in the Agreement.

Customer is hereby granted the right to use the Services solely for the purpose specified in the terms of Use, unless otherwise agreed in the Agreement.

3. Usage And Restrictions

  • Subject to compliance with the Terms and Conditions, Company hereby grants the Customer a fixed term, non-exclusive, revocable, non-transferable access, upon payment of applicable fees, access to Allspark and/or API and Targeting Platform for the Services described herein. All rights not expressly granted herein are reserved by the Company and its licensors. Company may create a white-labelled version of Allspark for the specific use of the Customer with Customer’s branding and collaterals upon mutual consent.
  • Customer acknowledges that Company Data is based upon data which is provided by third parties, the accuracy and/or completeness of which it would not be possible and/or economically viable for Company to guarantee. Services involve models and techniques based on aggregate statistical analysis, probability and predictive behavior. Company is therefore not able to accept any liability for any inaccuracy, incompleteness or other error in the Services and any failure of Company Data to achieve any particular result for the Customer.
  • Company will use commercially reasonable security technologies in providing Services and Customer shall comply with the applicable Company security policies made known to Customer. However, Company does not control the transfer of data, including but not limited to Custom Data, over telecommunications facilities, including the Internet, and Customer acknowledges and agrees that Company shall have no responsibility for any computer viruses, worms, software bombs, bugs or similar items that affect the Customer’s computers, computer systems, software, infrastructure or data as a result of the Customer’s access to or use of Services.
  • Customer acknowledges and agrees that (i) nothing in these Terms and Conditions guarantees that the Services will be free from interruption or errors, (ii) there will be periods when Service is unavailable and cannot be accessed and (iii) Company accepts no liability for any loss or damage the Customer may suffer or incur as a result of such unavailability at any time.
  • Customer shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party access to Allspark and/or API, in any way; (ii) copy, translate, decompile, reverse-engineer or otherwise modify any parts of Allspark and/or API (including Company Data) modify or make derivative works based upon the Service offered; (iii) transmit any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable; (iv) create Internet "links" to Allspark and/or API or "frame" or "mirror" Allspark on any other server or wireless or Internet-based device; (v) interfere with or disrupt Company systems used to host the Company Data, other equipment or networks connected to Company Data, or disobey any requirements, procedures, policies or regulations of networks accessed; (iv) circumvent the user authentication/login provided; (vii) access Allspark and/or API in order to (x) build a competitive product or service, (y) build a product using similar ideas, features, functions or graphics of Allspark and/or API, or (z) copy any codes, ideas, features, functions or graphics of Allspark and/or API; (viii) except for access provided to Customer as permitted in these Terms and Conditions, allow any third party to use any user identification(s), code(s), password(s), procedure(s) and user keys issued to, or selected by Customer to access Allspark and/or API.
  • The Customer is not relieved of any of its liabilities or obligations under these Terms and Conditions due to the fact that the Customer engages the services of a third party and in so far as the acts, omissions, defaults and neglects of the Customer or any employee or agent of the Customer results in a breach of the Customer’s obligations under these Terms and Conditions, then such acts, omissions, defaults and neglects will be treated as if they were the acts, defaults or neglects of the Customer.

4. Intellectual Property Rights

By agreeing to these Terms and Conditions, Customer irrevocably acknowledges that Customer has no ownership interest in Allspark, Company Data, Custom Data and Services. Subject to any limitations associated with intellectual property rights of third parties, Company and its licensors, where applicable, shall retain sole and exclusive ownership in any and all patent rights, copyrights, trademark rights and other intellectual property rights in the Company Data, Custom Data and Services, as well as any enhancements, changes, revisions, modifications, design contributions or derivative works conceived, made or created to the same, including the know-how, techniques, or procedures acquired or used by Company. Except for the licenses described herein, nothing herein shall be construed to assign or transfer any intellectual property rights to the Customer. Customer shall not remove notices and notations on Company Data that refer to copyrights, trademark rights, patent rights and other intellectual property rights. All suggestions, solutions, improvements, corrections, and other contributions (“Feedback”) provided by Customer regarding Allspark, Company Data, Custom Data or Service, while using the Services, shall be owned by Company, and Customer hereby agrees to assign all rights in such Feedback to the Company. Upon written request from Company, and unless otherwise requested or required by law, Customer agrees to expunge or destroy all Company Data from its servers, computers, or networks within 15 (fifteen) days of Company’s written notice.

Customer owns and retains all right, title and interest (including without limitation all intellectual property rights) in and to the Customer Content and any updates or modifications to the foregoing, unless expressly agreed otherwise between Company and Customer. In case the Customer shares/uploads any Customer Content on Allspark or requires Company to use any Customer Content in combination with Company Data or Custom Data, or in any other manner required for provision of the Services, Customer grants to Company the non-exclusive, fully paid-up, worldwide, irrevocable, perpetual license to use the Customer Content for use in the Allspark, Company Data, Custom Data and/or Services as well as its internal business purposes and to further modify, compile, store, validate, integrate, normalise, aggregate, sort, manipulate, analyse, combine with other third party data and create derivative works of the Customer Content.

5. Fees & Payments

Fee for the Services are as agreed in the Agreement.

6. Confidentiality

Customer agrees to keep confidential any and all information provided by Company in connection with these Terms and Conditions, which is not otherwise available to the general public without restriction (“Confidential Information”). Notwithstanding the foregoing, Customer is entitled to disclose such information: (i) to its agents, employees or representatives, who have a need to know such information for the purpose of receiving Services described herein, and are bound by confidentiality obligations that are as restrictive as the terms contained herein, (ii) to the extent required by applicable law, or (iii) during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of these Terms and Conditions, provided that prompt notice shall be provided to Company prior to such disclosure and Customer shall comply with any applicable protective order or equivalent. Confidential Information shall not include information which the Customer can conclusively establish: (i) was in the possession of the Customer at the time of disclosure; (ii) prior to or after the time of disclosure became part of the public domain without the act or omission of the Customer to whom it was disclosed; (iii) was disclosed to the Customer by a third party under no legal obligation to maintain the confidentiality of such information; or (iv) was independently developed by the Customer. Unless specified herein, Customer shall at all times maintain the confidentiality of the Confidential Information and shall use at least the same level of care (at all times being subject to reasonable care) that it uses to protect its own confidential information of a similar nature. The obligation to maintain the confidentiality of Confidential Information shall subsist during the term of this Agreement and for a period of five (5) years following its expiration or termination, save for, with respect to any trade secrets provided by a party, including but not limited to details of the software platform i.e. Allspark and/or API and Targeting Platform, in which case the confidentiality obligations shall continue indefinitely. Parties acknowledge that unauthorized disclosure or use of the Confidential Information would cause Company imminent irreparable injury and that the Company shall be entitled to seek, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event Customer does not fulfil its obligations under this section. Company acknowledges that Customer Content is Confidential Information of the Customer and Company will not use Customer Content except for performing its obligations pursuant to these Terms and Conditions or for making improvements to its Services generally. Upon termination of the Agreement for any reason, each receiving party shall destroy all Confidential Information of the disclosing party and any copies thereof. Following any such destruction, each receiving party shall promptly confirm in a writing (email being sufficient) that it has fully complied with the requirements of this Section.

7. Warranties

  • Customer warrants that (i) it has the right, power and authority to provide Customer Content and Marketing Material to the Company; (ii) the Customer Content and Marketing Material is complete, accurate and in the agreed format; (iii) the Marketing Materials are not false, deceptive, misleading, obscene, defamatory, illegal (including without limitation, in violation of applicable advertising laws and other applicable state and local laws, rules and regulations), harmful, threatening, abusive, obscene, hateful, libelous, invasive of another party’s privacy, unethical or racially or politically objectionable; (iv) the Customer Content and Marketing Materials will not infringe or misappropriate the intellectual property rights of any third party, breach any duty toward or rights of any third party, including rights of publicity or privacy; (v) the Marketing Materials will be in accordance with the then existing Policies of the Company; and (vi) the performance of its obligations under these Terms and Conditions will not cause Company to infringe the rights of any third party.
  • EXCEPT AS OTHERWISE SET FORTH HEREIN, COMPANY DATA, CUSTOM DATA ALLSPARK, API AND TARGETING PLATFORM AND ANY OTHER SERVICES PROVIDED BY COMPANY, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED. COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH COMPANY DATA, CUSTOM DATA, ALLSPARK, API, TARGETING PLATFORM OR SERVICES, OR ANY OTHER ASPECT OF THESE TERMS AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnity

  • Customer will keep Company indemnified and hold Company, its Affiliates, subsidiaries, successors or assigns, and their directors, officers, employees and representatives (“Company Indemnified Parties”) harmless against any and all claims and related suits, actions, proceedings, investigations, judgments, deficiencies, damages, settlements, liabilities, and reasonable legal fees arising out of, as a result of or in connection with:
    • the use of Company Data and Services in breach of the purpose specified in these Terms and Conditions;
    • Customer Content or Marketing Material infringing any third party’s intellectual property rights;
    • Customer’s failure to secure necessary rights, title, and interest in the Marketing Materials to be displayed via the Targeting Platform;
    • the allegation that the content, or that the services, products or goods being advertised by way of Marketing Material, violate any applicable law or misrepresent the services, products or goods;
    • breach of confidentiality obligations under Section 6 (Confidentiality); and
    • breach of these Terms and Conditions by the Customer.

9. Limitation Of Liability

  • Company will not be liable for any indirect, special, incidental, exemplary, any attorney fees puniive or consequential damages or for any loss of data, loss of goodwill, loss of profit or revenue, arising out of or in connection with these Terms and Conditions, however caused, and under whatever cause of action or theory of liability brought including under any contract, negligence or other tort, even if Company has been advised of the possibility of such damages, notwithstanding the failure of essential purpose of any remedy.
  • In no event shall Company’s liability for any and all claims arising out of or in connection with these Terms and Conditions, in aggregate, exceed the fee paid by the Customer to the Company, under these Terms and Conditions, during the one (1) month period, prior to the date the liability first arose, notwithstanding the failure of essential purpose of any remedy.

10. Privacy

  • Customer warrants that it will not provide any Personally Identifiable Information (“PII”) to the Company under the Terms and Conditions. Customer understands that the Company does not require any PII, for performing its obligations/Services under the Terms and Conditions. Customer shall ensure that it will review all Customer Content provided to Company and scrub any PII from the same before providing it to the Company. In the event Customer determines that disclosure of PII is crucial, for the performance of Company’s obligations hereunder, Customer shall provide Company with a prior written notice of Customer’s intention to disclose PII. Such data shall be disclosed by Customer upon Company’s written acceptance of such notice.
  • Customer warrants that it will not use Company Data in combination with any third-party data that may lead to disclosure of PII.

11. Term and Termination

  • The Term of the Terms and Conditions is as specified in the Agreement.
  • Company reserves the right to terminate these Terms and Conditions (i) anytime with or without cause; (ii) by giving fifteen (15) days’ notice if the Customer is in material breach of these Terms and Conditions and which breach is not cured within fifteen (15) days of receipt of a written notice from the Company or if such material breach is incapable of remedy.
  • Customer may terminate the Terms and Conditions, if the Company is in material breach of its obligations hereunder, which breach is not cured within thirty (30) days of receipt of a written notice or which breach is incapable of remedy.
  • Upon termination, all payments due till the date of termination shall be immediately paid by the Customer on or prior to the date of termination. Customer’s right to use the Services (including Company Data) shall cease on termination. Termination shall not affect any rights, obligations or liabilities, arising out of these Terms and Conditions, which have accrued before termination or which are intended to continue to have effect beyond termination. Customer shall return all Confidential Information (including Company Data) of the Company within ten (10) days of termination of the Agreement.

12. Third Party Data

  • Company has entered into license agreements with third party data providers in relation to the use of and sub-licensing of third party data.
  • If the Services includes third party data then these Terms and Conditions includes a sub-license for the use of the relevant third-party data and with respect to that sub-license the relevant provisions in the Third Party Data End User Terms are incorporated into these Terms and Conditions.
  • If these Terms and Conditions includes a sub-license for third party data then the following will apply: Company shall use its reasonable endeavors to extend or renew the relevant third party data license agreement for the Term. In the event that the third-party data license agreement expires or is terminated and is not extended or renewed then the relevant parts of these Terms and Conditions will be removed from these Terms and Conditions with effect from the date of termination of the third-party data license agreement.
  • In the event of any inconsistency between the provisions of the Third Party End User Terms and any other provisions of these Terms and Conditions then the provisions of Third Party Data End User Terms will prevail with respect to the relevant third party data including any provisions regarding the term of the license to the third party data and permitted use of the third party data.

13. Insurance

Without prejudice to its obligations under these Terms and Conditions, the Customer shall effect and maintain, Commercial General Liability Insurance Policy (“CGL”) with a limit of USD 5 million, with a reputable insurance company. Upon receipt of a written request from Company, the Customer shall submit a certificate to confirm that Customer has and maintains the required insurance policy with a reputable insurance company.

14. Audit

Customer will allow the Company and person(s) authorized by the Company, access to Customer’s premises, during the term and for a period of six (6) months after the termination or expiry of these Terms and Conditions, to inspect the records maintained by the Customer in connection with the Terms and Conditions, for the purpose of enabling the Company to verify Customer’s compliance with the requirements of the Terms and Conditions. Customer will, at its own sole cost, provide such co-operation and assistance as Company reasonably requires in relation to the performance of any inspection under this Section. If audit reveals a material underpayment, Customer shall be responsible for the cost of such audit.

15. General

  • Except for payment obligations, neither party will be responsible for any failure or delay in its performance under these Terms and Conditions due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
  • The parties shall be independent contractors under these Terms and Conditions, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or Customers for any purpose.
  • The Customer authorizes the Company to use the trade name, trademark and logo of the Customer for the purpose of listing Customer in its general list of customers. Customer also permits Company to bring out press releases, create case studies on anonymized basis and will be open to provide quotes from time to time solely for Company’s marketing purposes, provided Company obtains prior written approval of the Customer specific such quotes. Company shall comply with Customer’s guidelines regarding use of Customer’s trademarks.
  • Customer shall not have the right to assign, transfer, resell or sublicense Customer’s rights or obligations hereunder. Any attempt to assign, transfer, resell or sub-license such rights or obligations without Company’s prior written approval will be null and void.
  • If one or more of the provisions contained in these Terms and Conditions is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not be affected. The provisions will be revised only to the extent necessary to make them enforceable.
  • No action of Company other than an express written waiver may be construed as a waiver of any provision of these Terms and Conditions. A delay on the part of Company in the exercise of its rights or remedies will not operate as a waiver of those rights or remedies, and a single or partial exercise by Company of any of the rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
  • These Terms of Use together with the Agreement and Exhibit’s will constitute the entire agreement between the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter covered herein. If there are any conflicts or inconsistencies between a specific terms or conditions of these Terms of Use and terms or conditions of the Agreement, the term or condition of the Agreement will prevail.
  • These Terms and Conditions will be governed by the laws of Singapore. The Company and the Customer agree that any claims, legal proceedings, or litigation arising in connection with these Terms and Conditions, will be brought solely in the courts of Singapore. No modification to these Terms and Conditions will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
  • Any notice required to be delivered hereunder will be deemed delivered: (a) upon delivery, if delivered by courier or by hand (against receipt); or (b) three (3) days after posting, if sent by electronic mail, fax, or certified or registered mail, return receipt requested. All notices to the Company and the Customer will be sent to the address provided by each party to the other. If no address is specified for the Customer, notice will be sent to Customer’s last known address.