EFFECTIVE DATE - October 1, 2021
Thank you for taking the time to read our Terms of Service. We try to keep things simple, but it’s important that you understand your rights and responsibilities.
1.1 These Service Terms shall apply to btw (registered as Adaface Pte Ltd) provision of product-led growth services to customers (hereinafter the ”Customer”) unless otherwise agreed in writing. btw and the Customer shall also each be referred to as a “Party” and jointly the “Parties”. The services shall be provided under a subscription structure pursuant to these Service Terms.
1.2 Subject to the terms hereof, btw will provide Customer with reasonable technical support services in accordance with the Services.
1.4 As the Customer, you agree to this Agreement by signing a document that references this Terms of Service, or by giving consent upon registration of an account with btw. If you are an organization, the individual who agrees to this Agreement on your behalf must have the authority to bind you to this Agreement, and both you and such individual represent that to be the case.
2.1 The Customer shall appoint an individual (s) to be in charge of the contact with btw. Such individual (s) shall handle all practical arrangements for which the Customer is responsible during the subscription term. If otherwise explicitly stated, the appointed individual will be the one who first registered an account on behalf of the Customer.
3.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by btw or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
3.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with btw’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Customer hereby agrees to indemnify and hold harmless btw against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.] Although btw has no obligation to monitor Customer’s use of the Services, btw may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
3.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
4.2 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of btw includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to btw to enable the provision of the Services (“Customer Data”). The Receiving Party agrees:
(i) to take reasonable precautions to protect such Proprietary Information, and
(ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document
(a) is or becomes generally available to the public, or
(b) was in its possession or known by it prior to receipt from the Disclosing Party, or
(c) was rightfully disclosed to it without restriction by a third party, or
(d) was independently developed without use of any Proprietary Information of the Disclosing Party or
(e) is required to be disclosed by law.
Each Party shall keep secret such confidential information and shall exercise the same degree of diligence as exercised in relation to its own confidential information. Neither Party may disclose or in any other way make confidential information available to any third party without the written consent of the other Party.
4.3 btw shall be entitled to file material on the services in question for the internal purpose of continued development of btw products and shall be entitled to use the Customer’s name as reference for the purposes of marketing, submission of offers, etc.
4.4 btw shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing. No rights or licenses are granted except as expressly set forth herein.
5.1 Customer will retain all rights to Customer Data or other materials uploaded or created by Customer on or through the Services (“Customer Content”). By submitting, posting or displaying Customer Data and/or Customer Content on or through the Services which are intended to be made available to Users or End-users, Customer grants btw a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Customer Data and/or Customer Content solely in conjunction with the Services for the purpose of performing btw’s obligations under this Agreement. Customer represents and warrants that it has all rights, power and authority necessary to grant the rights granted herein to any such Customer Data and/or Customer Content.
6.1 All copyright and any other intellectual property rights, including any content and the product developed in connection with the services provided shall be accorded to btw. The Customer shall be granted only a right of use.
6.2 The Customer may conclude a separate agreement with btw on extension of the permission to use the material received in return for payment of an additional charge, including the possibility to reproduce the material and use the material for marketing purposes. In case of such use, the Customer shall ensure that the fact that the material has been prepared by btw is clearly stated.
6.3 If the Customer does not conclude a separate agreement with btw as specified in paragraph above, the Customer may use the material prepared by btw for internal purposes only and may not disclose, change or copy the material, upload it on the Customer’s website or social media or in any other way reproduce such material.
7.1 The Customer subscribes to the services provided by btw for a minimum initial period of 1 month (or 3, 6, 9, 12, 24, 36 months as per subscription), unless otherwise specified in this Sales Agreement, and at the same time acknowledges that the subscription has an initial pre-payment feature for service to be paid prior to the commencement of the subscription period.
7.2 No part of the payment for the initial subscription will be refundable in the event of the Customer’s cancellation during the subscription period unless clearly stated in an addendum. At the end of the period, the subscription will be automatically extended for a renewed subscription (of same duration as original subscription) unless cancelled by the Customer before the subscription end date.
7.3 The payment will automatically be invoiced with the Customer charged for any additional licenses deployed. Upon expiry of the initial period, btw is, at any time and at btw’s discretion, entitled to amend the subscription rates without prior consent from the Customer. btw shall provide the Customer with a 2 weeks’ notice before implementing such adjustment.
7.4 btw shall be entitled to charge interest from the Customer if payment to btw is past due. The rate of the interest is 14% per annum. The interest shall accrue from the due date until the actual date of the payment.
7.5 In the event that Customer is delinquent in payment of any invoice beyond 30 days, btw may, at its option, withhold deliverables or suspend any and all services until the account is made current.
8.1 In the event that the Customer cancels or postpones the subscription prior to the commencement date scheduled the full subscription fee will be due per terms stated under “Subscription term and fees”.
9.1 Adaface provides no warranties whatsoever in relation to and shall not be liable for any software applied and installed with the Customer.
9.2 The Customer’s use of the service is at the Customer’s sole risk. The services are provided on an "AS IS" and "AS AVAILABLE" basis. The service are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
9.3 btw, its subsidiaries, affiliates, and its licensors do not warrant that a) the services will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the services are free of viruses or other harmful components; or d) the results of using the services will meet your requirements.
9.4 Notwithstanding the above, the Customer is entitled to claim compensation from btw if the services provided are unavailable (downtime), for reasons attributable to btw for more than 3% of the time of a calendar month. The compensation shall be calculated as 5% of the monthly fee payable according to “Subscription term and fees” for each 3% downtime unavailability. The compensation can, however, not exceed the monthly fee for that period. The compensation, if claimed and awarded, will be set-off against future service invoices and will not be paid in cash.
10.1 In the event of a Party’s breach of the subscription or these Business Terms, the general rules of Singapore law shall apply.
10.2 Any claim for damages as a result of breach by btw shall in no event exceed an amount corresponding to the fee agreed to be paid by the Customer for the initial 12 months’ subscription. btw shall not be liable for the Customer’s operating loss, loss of profits or any other indirect loss. It is specifically stated that btw shall not be liable for any late delivery or erroneous analysis or report etc. due to facts attributable to the Customer and/or its employees.
10.3 In the event that the breach by a Party is due to factors beyond the control of such Party (force majeure), the Party shall not be liable for such breach.
11.1 Any dispute between btw and the Customer arising out of or in connection with the subscription or these Business Terms shall be subject to Singapore law.
11.2 This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the Republic of Singapore, without regard to the principles of conflicts of law and, unless otherwise elected by btw in a particular instance, the Customer hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located within the Republic of Singapore for the purpose of resolving any dispute relating to the Customer’s access to or use of the Service. The Customer agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
12.1 btw shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any patent or any copyright or misappropriation of any trade secret, provided btw is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; btw will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service
(i) not supplied by btw,
(ii) made in whole or in part in accordance with Customer specifications,
(iii) that are modified after delivery by btw,
(iv) combined with other products, processes or materials where the alleged infringement relates to such combination,
(v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or
(vi) where Customer’s use of the Service is not strictly in accordance with this Agreement.
If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by btw to be infringing, btw may, at its option and expense
(a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality,
(b) obtain for Customer a license to continue using the Service, or
(c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
Notwithstanding anything to the contrary, except for bodily injury of a person, btw and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory:
(a) For error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business;
(b) For any indirect, exemplary, incidental, special or consequential damages;
(c) For any matter beyond btw’s reasonable control; or
(d) For any amounts that, together with amounts associated with all other claims, exceed the fees paid by customer to btw for the services under this agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not btw has been advised of the possibility of such damages.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with btw’s prior written consent. btw may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind btw in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Republic of Singapore without regard to its conflict of laws provisions.