Version Number: v4.0.0
THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF OUR SOFTWARE ON A “SOFTWARE AS A SERVICE MODE” (“SERVICES”).
BY ACCEPTING THIS AGREEMENT, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“AWS” means the web-based cloud computing infrastructure platform provided by Amazon Web Services at http://aws.amazon.com as per the terms and conditions specified (& updated from time to time) at that website. These terms & conditions govern the usage of the AWS infrastructure and are applicable to the Services that are provided by Sambaash on the AWS cloud.
“Azure” means the web-based cloud computing services platform provided by Microsoft at https://azure.microsoft.com/en-us/ as per the terms and conditions specified (& updated from time to time) at that website. These terms & conditions govern the usage of the Azure infrastructure and are applicable to the Services that are provided by Sambaash on the Azure cloud.
“Azure AI Platform” means the artificial intelligence platform provided by Azure with its Model Garden (including Azure OpenAI Service, Phi Open Models, and other closed & open-sourced models at Azure AI Model Catalog), the APIs and its associated AI products, as per the terms and conditions specified (& updated from time to time) at those websites. These terms & conditions govern the usage of the Azure AI infrastructure & its models and are applicable to the Services that are provided by Sambaash.
“Claude” means the artificial intelligence model, the platform, the product family of Claude models, the APIs and its associated AI products defined at Meet Claude \ Anthropic, and provided by Anthropic, as per the terms and conditions specified (& updated from time to time) at those websites. These terms & conditions govern the usage of the Anthropic & Claude infrastructure and are applicable to the Services that are provided by Sambaash.
"E-Sign” means the web-based online digital electronic signature service provider known as “Adobe Sign” (Copyright 2020 Adobe Systems Incorporated) with services as provided on the website address: https://acrobat.adobe.com/sea/en/sign.html (“Adobe EchoSign website”), subject to the Terms of Use described in the Adobe Sign website or any such E-Sign services that may be publicly available from time to time.
“Fee” is any fee or charge payable by the Customer for the Services, calculated in accordance with this Agreement (and in particular the approved Annexure A - Template for Statement of Work), and payable in accordance with clause 5.(FEES, COMPENSATION RATES AND PAYMENT FOR SERVICES (in SoW)) of this Agreement.
“Google Cloud” means the web-based cloud computing services platform provided by Google at https://cloud.google.com/product-terms/ as per the terms and conditions specified (& updated from time to time) at that website. These terms & conditions govern the usage of the Google Cloud infrastructure and are applicable to the Services that are provided by Sambaash on the Google cloud.
“Initial Term” means the initial term specified in “THE SCHEDULE” of the Order Form (ANNEXURE 1).
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Mistral” means the open-sourced artificial intelligence model, the platform, the product family of Mistral models, the APIs and its associated AI products provided by Mistral, as per the terms and conditions specified (& updated from time to time) at its website/s. These terms & conditions govern the usage of the Mistral model/s & infrastructure and are applicable to the Services that are provided by Sambaash.
"Monthly Active User (MAU)" means a User, as authorized by You to use the Services (Users), who has made a connection (logged in) during the month to access the Service. Such a “user” is considered a monthly active user.
"Non-Sambaash Applications" means online applications and offline software products that are provided by You or entities or individuals other than Us and are clearly identified as such, and that interoperate with the Services.
“Open AI Platform” means the artificial intelligence platform provided by Open AI with its various AI Model Garden for text, image, audio and video generation, including the family of GPT Models, DALLE models, SORA models, the APIs and its associated AI products, as per the terms and conditions specified (& updated from time to time) at the website. These terms & conditions govern the usage of the Open AI infrastructure and are applicable to the Services that are provided by Sambaash.
“Oracle Cloud” means the web-based cloud computing services platform provided by Oracle at https://www.oracle.com/cloud/ as per the terms and conditions specified (& updated from time to time) at that website. These terms & conditions govern the usage of the Oracle cloud infrastructure and are applicable to the Services that are provided by Sambaash on the Oracle cloud.
"Order Form (ANNEXURE 1)" means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us or any of Our Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Form/s shall be deemed incorporated herein by reference.
"Purchased Services" means Services that You or Your Affiliates purchase under an Order Form (ANNEXURE 1).
“Recipient” means a person who is intended to receive a notice.
“Representatives” means any directors, officers, employees, professional advisers, agents or Authorised Subcontractors of a party (provided that, to avoid doubt, the Personnel of the Customer do not include the Consultant) connected in any way with this Agreement.
"Services" means the products and services that are ordered by You under an Order Form (ANNEXURE 1) and made available by Us online via the instance of Sambaash platform for your online business community, as described in the Order Form (ANNEXURE 1). “Services” excludes Non-Sambaash Applications.
“Term” means the term of this Agreement, as determined in accordance with clause 12.1. Term of Agreement or the term of respective Order From as per the context of reference.
“Territory” means the country or region, as defined in the “THE SCHEDULE” of this Agreement, in which the Customer can use the software described in the “Subscription Agreement” and / or the “Order Form”.
"Users" means individuals or Corporates who are authorised by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
“Vertx AI Platform” means the artificial intelligence platform provided by Google Cloud with its Model Garden (including Gemini, Gemma, Imagen and other closed & open-sourced models), the APIs and its associated AI products, as per the terms and conditions specified (& updated from time to time) at those websites. These terms & conditions govern the usage of the Vertex AI & Gemini / Gemma infrastructure and are applicable to the Services that are provided by Sambaash.
"We," "Us" or "Our" means the Sambaash company described in Section 13. (WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION).
"You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
"Your Data" means all electronic data or information submitted by You or Your users to the Purchased Services.
We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Form/s (Annexure 1) during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.
Unless otherwise specified in the applicable Order Form,
- Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users,
- Additional User subscriptions may be added during the applicable subscription term prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and
- The added User subscriptions shall terminate on the same date as the pre-existing subscriptions.
- User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.
- Sambaash Services are a set of composite services that includes artificial intelligence (AI) services and data, including inferences, predictions and any other such derived data, based on Your Data.
- Such Sambaash Services that use AI services and data are provided on an “as-is,” “with all faults,” and “as available,” and are excluded from the service level agreements and limited warranties.
- By using Sambaash Services, you agree Your Data may be stored and processed outside of Your geographic region, compliance boundary, national cloud instance or Our infrastructure (as defined in Section 3.3) and Your Data would be subject to the terms and conditions of the underlying Model/s utilised in the deployment.
We shall:
- Provide Our support for the Purchased Services to You at no additional charge, and/or customised support if purchased separately.
- Use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for:
- planned downtime of our Infrastructure (excluding any of the underlying Models), (of which We shall give at least 8 hour’s notice via the Support software & email and which We shall strive to schedule to the extent practicable during the evenings of weekdays from 7 p.m. to 6 a.m. or during the weekend hours from 6:00 p.m. Friday to 6:00 a.m. Monday Singapore Time), or
- any unplanned downtime of our Infrastructure (excluding any of the underlying Models), which shall be addressed as per the agreed SLA defined in Section 6.1. (Service Level Agreement for System Availability) for recovery time objective and recovery point objective, or
- any planned or unplanned downtime of the underlying Models shall be communicated to You by Us, as and when We receive the information and such downtimes and its impact are not bound by this Agreement or
- any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks.
- Provide the support services for the Purchased Services for bug fixes as per the support package purchased. The SLA, corresponding to the paid support package/s are defined in Section 6.2. (Service Level Agreement for System Support) with respect to the support hours duration, response time and resolution time.
- We shall maintain appropriate administrative, physical, procedural and technical safeguards for ensuring the security, confidentiality and integrity of Your Data. Such protection of security, confidentiality and integrity of Your Data shall be expressly bound by the terms and conditions associated with the underlying Model providers. We shall not
- modify Your Data,
- disclose Your Data except as compelled by law in accordance with Section 8.3. (Compelled Disclosure) or as expressly permitted in writing by You,
- access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters,
- not transfer your Data to a place outside of our systems and the underlying Models, our Cloud infrastructure (including the underlying Models infrastructure) and our offices, without Your prior written consent, or
- offer Your Data to any third party (other than the usage of Your Data with and by the underlying Models) during the term or after the termination of this Agreement
- We shall protect your Data such that no users can access the information (Your Data) without authorised access credentials, and we shall strive to maintain no loss of Your Data and strive to maintain confidentiality & privacy of data within commercially reasonable means, in accordance with the Personal Data Protection Act 2012 of Singapore [“PDPA”] (as may be amended from time to time) or General Data Protection Regulation 2016/679 of the European Union [“GDPR”] (as may be amended from time to time) , where applicable.
- In the event of any unauthorised access, theft or loss of Your Data, we shall promptly notify You and perform all actions as is reasonably necessary to mitigate the effects of the Data breach.
You shall
- be responsible for Users’ compliance with this Agreement,
- be responsible for ensuring that You have sought and obtained the permission of Your Users and Customers to put up their data on the software systems and Services covered by this Agreement (& its associated Subscription Agreement & Order Form),
- be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data by striving to comply within commercially reasonable means, in accordance with the Personal Data Protection Act 2012 of Singapore [“PDPA”] (as may be amended from time to time) or General Data Protection Regulation 2016/679 of the European Union [“GDPR”] (as may be amended from time to time), where applicable,
- be responsible for making reasonable security arrangements (including physical, administrative, procedural and information and communications technology measures) of transmitting and / or transferring Your Data to our system while ensuring that (i) there is no unauthorised access to Your Data and (ii) there is no loss of Your Data, while in transit.
- use commercially reasonable efforts to prevent unauthorised access to or use of the Services, and notify Us promptly of any such unauthorised access or use, and
- use the Services only in accordance with the User Guide and applicable laws and government regulations.
You shall not
- make the Services available to anyone other than Users,
- sell, resell, rent or lease the Services other than using it for Your operations to support Your customers,
- use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
- use the Services to store or transmit Malicious Code,
- interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or
- attempt to gain unauthorised access to the Services or their related systems or networks.
Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface, and, for Services that enable You to provide public websites, on the number of page views by visitors to those websites. Any such limitations are specified in the Order form (Annexure 1).
We or third parties may from time to time make available to You third-party products or services, including but not limited to Non-Sambaash Applications and implementation, customization and other consulting services. Any acquisition by You of such non-Sambaash products or services, and any exchange of data between You and any non-Sambaash provider, is solely between You and the applicable non-Sambaash provider. We do not warrant or support non-Sambaash products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form.
Subject to Section 4.3. (Integration with Non-Sambaash Services), no purchase of non-Sambaash products or services is required to use the core Services except a supported computing device, operating system, web browser and Internet connection.
If You install or enable Non-Sambaash Applications for use with Services, You acknowledge that We may allow providers of those Non-Sambaash Applications to access Your Data as required for the interoperation of such Non-Sambaash Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non- Sambaash Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Non-Sambaash Applications for use with the Services.
The Services may contain features designed to interoperate with Non-Sambaash Applications (e.g., Google, Facebook, Twitter, Stripe, etc applications). To use such features, You may be required to obtain access to such Non-Sambaash Applications from their providers. If the provider of any such Non-Sambaash Application ceases to make the Non- Sambaash Application available for interoperation with the corresponding Service features on reasonable terms, We may either work with You to find and integrate other similar Non-Sambaash Application providers at an appropriately & mutually agreed cost OR cease providing such Service features without entitling You to any refund, credit, or other compensation.
You shall pay all fees specified in all Order Form/s (Annexure 1) hereunder. Except as otherwise specified herein or in an Order Form,
- Annual fees are based on services purchased and not actual usage,
- Annual fees payment obligations are non-cancellable and fees paid are non-refundable except for termination for breach in Section 12.3. (Termination for Cause), and
- If applicable, the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. Annual User subscription fees are based on defined periods that begin on the subscription start date and each anniversary thereof; therefore, fees for Annual User subscriptions added in the middle of the period will be charged for that full period and periods remaining in the subscription term, as specified in the Order Form/s (Annexure 1).
You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorise Us to charge such credit card for all the Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2. (Term of Purchased Annual User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form (Annexure 1). If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form (Annexure 1). Unless otherwise stated in the Order Form (Annexure 1), invoiced charges are due net fifteen (15) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
If any charges are not received from You by the due date, then at Our discretion,
- such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum credit card interest rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or
- We may condition future subscription renewals and Order Form/s on payment terms shorter than those specified in Section 5.2. (Invoicing and Payment).
If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorised Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.
We will give You at least 7 days’ prior notice that Your account is overdue, in accordance with Section 13.2. (Manner of Giving Notice), before suspending services to You.
We shall not exercise Our rights under Section 5.3. (Overdue Charges) or 5.4. (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorised by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.
The annual subscription includes the standard Service Level Agreement package for System Availability. It is defined as the system & its Purchased Services being available for 95% of the time, measured on a monthly basis, with no specific recovery time objective or recovery point objective.
A system availability SLA with higher system availability time of 99.95% or 99.99% can be designed & made available at extra cost for the extra redundant capacity in hot standby or cold standby mode, along with defined recovery point objective and recovery time objective. Such an enhanced SLA for system availability along with recovery time & point objective shall be specified in the Order Form (Annexure 1) and the additional cost shall be included in Section 5.( ANNUAL SUBSCRIPTION FEES AND PAYMENT FOR PURCHASED SERVICES).
- The System Support applies to issues (software bug/s or clarification/s) that are raised in the Support Management System (SMS) through the process defined by the SMS across
- Level 1 support (clarification support by the Support team) and
- Level 2 support (clarification & workaround for bug/s support by the Subject Matter Expertise).
- Based on the nature of the bug/s, the Support team can optionally invoke the Level 3 Support (urgent bug/s resolution under the paid support package program), wherein the Support team works closely with the Product Engineering team and the customer team to work towards urgent resolution.
- All other bugs will be assessed and resolved as per the enhancement plans of the Product Engineering team.
- The Standard support package caters for support during office working hours in the Singapore time zone, defined as from 9 a.m. SGT to 6 p .m. SGT on a business weekday, and excludes public holidays and weekends.
- Under the Standard System Support package, the endeavour is to respond to the Level 1 support request within 2 business days and thereafter provide regular updates on it every 4 business days, until the support request gets re-classified as a bug ticket (Level 3) or gets resolved as Level 1 or Level 2 support.
- A customer under the Annualised Subscription Fees plan or Monthly Subscription Fees may opt to purchase a Platinum Support package or customised support package designed for the customer’s specific needs. Such a paid package will cater for urgent resolution of a bug ticket or a pack of bug tickets.
- The paid Platinum support package caters for support 24 hours on all business days of the year as per the working and public holiday calendar of Singapore and it is meant for urgent resolution/s.
- Under the Platinum System Support package, the endeavour is to respond to the Level 3 support request within half a business day and thereafter provide regular updates on it every business day, until the support request gets resolved.
Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
Except as expressly provided herein, You acknowledge that We are not granting You any licenses, covenants or other intellectual property rights whatsoever (by implication, exhaustion, estoppel or otherwise) as a result of the usage of the Services, or your implementation of any advice or suggestions from Us.
If You give comments, suggestions, or feedback about the Sambaash Products or Services (“Feedback”), you give to Us and our affiliates, without charge, the right to use, share and commercialize your Feedback in any way and for any purpose, including giving to third parties, without charge, any patent rights needed for their products, technologies and services to use or interface with any specific parts of the Sambaash software or service that includes the Feedback. You will not give Feedback that is subject to a license that requires Sambaash to license its software or documentation to third parties because we include your Feedback in them.
You shall not
- permit any third party to access the Services except as permitted herein or in an Order Form,
- create derivative works based on the Services except as authorised herein,
- copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes,
- reverse engineer the Services, or
- access the Services in order to
- build a competitive product or service, or
- copy any features, functions or graphics of the Services.
If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorise Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications, program code or content, including any intellectual property rights therein.
Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein, while being subjected to the definition of Section 3.
We do not claim ownership of the Input Content of the Sambaash Services. You will need to make your own determination regarding the intellectual property rights you have in Input Content and its commercial usability, taking into account, among other things, your usage scenario(s) and the laws of the relevant jurisdiction. We reserve all rights on our intellectual property.
You are responsible for responding to any third-party claims regarding your use of Sambaash Services in compliance with applicable laws (including, but not limited to, copyright infringement or other claims relating to Output Content output during your use of Sambaash Services).
As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), 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. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Form/s, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
However, Confidential Information (other than Your Data) shall not include any information that
- is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,
- was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,
- is received from a third party without breach of any obligation owed to the Disclosing Party, or
- was independently developed by the Receiving Party.
The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care)
- not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and
- except as otherwise authorised by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
We warrant that
- We have validly entered into this Agreement and have the legal power to do so,
- Subject to Section 3.1 (Usage of Sambaash Services) and Section 4.3. (Integration with Non-Sambaash Services.), the functionality of the Services will not be materially decreased during a subscription term, and
- We will not transmit Malicious Code to You, provided it is not a breach of this subpart (iii.a)
- if You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code.
For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 12.3. (Termination for Cause) and Section 12.4. (Refund or Payment upon Termination) below.
You represent and warrant that:
- You have the full right and power to enter into and perform according to the terms of this Agreement, and your performance will not violate any agreement or obligation between you and any third party.
- You are solely responsible for all claims, liabilities and damages arising from or in connection with your delivery of goods, software or services to your users and/or customers, including all support, arising from usage of Services defined in this agreement.
THE PARTIES AND THEIR RESPECTIVE SUPPLIERS PROVIDE INFORMATION AND PERFORMANCE TRANSACTED UNDER THIS AGREEMENT “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” EACH PARTY BEARS THE RISK OF USING SUCH INFORMATION. THE PARTIES GIVE NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, WE HAVE NOT MADE ANY ADDITIONAL REPRESENTATIONS TO YOU ABOUT THE PRODUCTS OR SERVICES PROVIDED BY US IN CONNECTION WITH THIS AGREEMENT, ON WHICH YOU HAVE RELIED IN DECIDING TO ENTER INTO THIS AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers ("Non-GA Services"). You may accept or decline any such trial at your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.
You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriate the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We
- promptly give You written notice of the Claim Against Us;
- give You sole control of the defence and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and
- provide to You all reasonable assistance, at Your expense.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, CONTRACTORS, OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, LOSS OF DATA, PROFITS OR BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR LIABILITY FROM CLAIMS RELATED TO THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES FINALLY AWARDED UP TO US$5.00. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5. (ANNUAL SUBSCRIPTION FEES AND PAYMENT FOR PURCHASED SERVICES).
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
NO LIMITATION OR EXCLUSIONS UNDER THIS SECTION 11 WILL APPLY TO LIABILITY ARISING OUT OF EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS OR OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS. NOTWITHSTANDING ANY TERM OF THIS AGREEMENT, NEITHER PARTY LIMITS ITS LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE OR THAT OF ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS.
This Agreement shall be deemed to commence on its effective date once accepted by You and continues until all Annual User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.
Annual User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 90 days before the end of the relevant subscription term. The per-unit annual pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
A party may terminate this Agreement for cause:
- upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or
- if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Form/s after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
Either party may terminate this Agreement without cause by giving the other party thirty (30) days written notice at the addresses stated below.
Upon any termination without cause by either Parties, You shall pay for the relevant fees for the Purchased Services, as specified in the Order Form, for the notice period of thirty (30) days and We shall continue to provide the Purchased Services, as specified in the Order Form, to You for the notice period of thirty (30) days. In other words, there is no refund of any previously paid fees, when the termination is without cause.
Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download, where possible, a file of Your ASCII Data in comma separated value (.csv) format, along with attachments in their native format, where possible.
Any other data not mentioned above, including inference data utilized for model training, will not be available for export. After such a 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.
Section 5. (ANNUAL SUBSCRIPTION FEES AND PAYMENT FOR PURCHASED SERVICES), 7. (INTELLECTUAL PROPERTY RIGHTS, LICENSING AND PROPRIETARY RIGHTS), 8. (CONFIDENTIALITY), 9.3. (DISCLAIMER OF WARRANTIES), 10. (INDEMNIFICATION), 11. (LIMITATION OF LIABILITY), 12.4. (REFUND OR PAYMENT UPON TERMINATION), 12.7. (RETURN OF YOUR DATA), 13. (WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION) and 14. (GENERAL PROVISIONS) shall survive any termination or expiration of this Agreement.
Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit, is the same irrespective of where You are domiciled.
Notices should be addressed to the contacts set out in THE SCHEDULE of the latest Order Form (ANNEXURE 1).
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon:
- personal delivery,
- the fifth business day after mailing,
- the second business day after sending by confirmed facsimile, or
- the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim).
Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.
This Agreement shall be governed by and construed in accordance with the laws of Singapore and the Parties agree to submit to the exclusive jurisdiction of the Courts of Singapore.
You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify our Finance Department (finance @sambaash.com).
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
There are no third-party beneficiaries to this Agreement.
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due to Us under this Agreement following Your breach of Section 5.2. (Invoicing and Payment).
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Form/s), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets not involving a direct competitor of the other party.
A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
This Agreement, including all exhibits and addenda hereto and all Order Form/s, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail, so long as these artefacts are signed & dated after the signing & dating of this Agreement. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Form/s) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
© Copyright 2025 Sambaash Pte. Ltd. All rights reserved.
Version Date: 27th December 2024