Terms Of Service
Rappier Pte Ltd. (“Rappier” or “us”, “our”, “we”) provides a software development kit and app analytics product – ‘Unliche’ (“Unliche” or “Unliche SDK”) which allows the tracking of mobile application and website use, installations, downloads and visits (the “Service’). These Terms of Service (these “Terms”) govern your access and use of the Services, and any code provided by Rappier that implements the Services (the “Unliche Code”). “You” means a party other than Rappier that uses the Services.
Please read these Terms carefully. These Terms govern your use of the Services and the Unliche SDK Code. You must accept these Terms prior to using the Services or the Unliche SDK Code. By downloading or installing the Unliche SDK or using the Services, you signify your consent to these Terms. Changes may be made to these Terms from time to time. We will make reasonable commercial efforts to notify you of any updates to these Terms. Notwithstanding the foregoing, your continued use of the Services will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms. The most current version of the Terms is available at https://www.unliche.com/terms- of-service/. If you do not agree to any of these Terms, please do not use the Services or the Software.
Subject to the terms and conditions hereof, during the Term we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sub- licenseable, license to use the Unliche Code together with related documentation, solely in order to integrate the Unliche Code into your own proprietary mobile application (your “Application”) or your own website (your “Website”) in order to receive the Services for your own internal uses.
In order to use the Services, you will be required to register with Unliche™. You must provide all information as requested by Unliche in the registration process, and you represent and warrant that all such information shall be accurate and complete. You shall keep such information up-to- date. You shall immediately notify us if there is a security breach of your account by contacting email@example.com.
Except as set forth expressly herein, you shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Services; (b) modify the Services, or insert any code or product, or in any other way manipulate the Services in any way; (c) modify the Unliche Code in any way without our prior written consent, (d) sublicense, sell, or distribute the Unliche Code or bypass any security measure of Unliche with respect to the Services. You may not distribute the Unliche Code, and your Application and Website must provide material functionality in addition to the Unliche Code and the Services. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform us in writing in each instance prior to engaging in the activities set forth above.
4. Your Application & Website
5. Intellectual Property
You shall have all right, title and interest in your Application and Website, and we shall have all right, title and interest in the Unliche Code and the Services. Rappier or Unliche does not request your feedback or remarks or ideas regarding the Unliche Code and the Services. Notwithstanding the foregoing, if you provide Rappier with any feedback regarding the Unliche Code and the Services, Rappier may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Nothing herein shall be interpreted to provide you any rights in the Unliche Code or the Services except the limited license to use the Unliche Code and receive the Service as set forth herein. In the event you make suggestions to us regarding new features, functionality or performance or translations of the Services ("Suggestions"), such Suggestions shall become the sole and exclusive property of Rappier. We have no obligation to implement any Suggestions. You hereby assign to us any and all rights, title and interest it might have in and to any such Suggestions and all intellectual property rights therein.
You shall make payment to Unliche pursuant to the pricing terms set forth in on the Unliche website, except to the extent expressly agreed otherwise in writing. The pricing terms may be amended from time to time and will be posted on the Unliche website. You must add applicable Tax/VAT to such amounts as required by law. All amounts payable hereunder are exclusive of all applicable taxes and government charges, and you shall make payment to Rappier without deduction for and free and clear of any such amounts. Amounts are due and payable within 5 days of the end of the applicable calendar month. Late payments shall bear interest at the rate of 18% per annum.
7. Rappier’s Confidentiality Obligations
8. Application Data and Website Data
9. Your Confidentiality Obligations
Unliche may disclose to you certain confidential information regarding its technology and business (“Confidential Information”). You agree to keep confidential and not disclose or use any Confidential Information except to support your use of the Services. Confidential Information shall not include information that (a) was already lawfully known to or independently developed by you without access to or use of Confidential Information, (b) was received by you from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that you provide us with prompt notice of such requirement and cooperate in order to minimize such requirement. You shall restrict disclosure of Confidential Information to those of your employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. You will not disclose any information regarding the results of any testing or evaluation of the Services to any third-party without our prior written consent.
Unliche shall provide you with information, reports and analytics in respect of the Application Data and Website Data (“Analytics”). Unliche makes no warranty that the Analytics provided shall be useful to your business. You are solely responsible for any action you may take based on the Analytics, and in making any decision you should take into account the possibility that information provided by the Analytics may not correctly reflect current or future trends.
You may contact us with regard to support for the Services by sending an email to firstname.lastname@example.org.
12. Service Levels
Unliche does not guarantee the Services will be operable at all times or during any down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of your Application or Website, equipment, systems or local access services, (c) for previously scheduled maintenance or (d) relating to events beyond Unliche’s control such as breakdowns, crashes, strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Unliche or your servers are located.
You shall defend, indemnify and hold harmless Unliche (and its affiliates, officers, agents, servants, associates, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Unliche may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to any breach of these Terms by you. You may not settle or compromise such suit without our consent, not to be unreasonably withheld. Unliche may be represented in any such suit by counsel of its own choosing at its own expense.
14. Disclaimer of Warranties
YOU ACCEPT THE UNLICHE CODE AND SERVICES “AS IS” AND ACKNOWLEDGE THAT UNLICHE OR RAPPIER MAKES NO OTHER WARRANTY AND DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
15. Limitation of Liability
IN NO EVENT SHALL RAPPIER OR UNLICHE, ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, SERVANTS, ASSOCIATES, OR EMPLOYEES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICES OR THE ARRANGEMENTS CONTEMPLATED HEREIN. IN ANY CASE, UNLICHE’S OR RAPPIER’S ENTIRE LIABILITY FOR THE PROVISION OF THE SERVICES OR UNDER ANY PROVISION OF THESE TERMS SHALL NOT EXCEED THE AMOUNT OF PAYMENT RECEIVED BY RAPPIER OR UNLICHE FROM YOU IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM.
The term of this agreement (“Term”) shall commence on the date you accept these Terms (or insert the Unliche Code into your Application or Website) and shall continue unless terminated by either party with 30 days’ notice. Rappier may terminate this Agreement with written notice if it has reason to believe that you are in breach of these Terms. Upon any termination or expiration of these Terms, Unliche and Rappier will cease providing the Services, and you will delete all copies of the Unliche Code from your Application and/or Website. In the event of any termination (a) you will not be entitled to any refunds of any fees, and (b) any outstanding balance for Services rendered through the date of termination will be immediately due and payable in full and (c) all of your historical report data will no longer be available to you unless a purchase or professional services agreement for the exchange and transfer of such data is entered into as a component of termination. Sections 3 to 18 of these Terms shall survive any termination thereof.
You agree that Unliche will have the right to reveal the fact that you are using the Services, including by displaying your name and logo in Unliche’s or Rappier’s website and other marketing materials.
These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms may not be modified or amended except in a writing executed by both parties. These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Unliche may provide you with notices required hereunder by contacting you at any email address you have provided, including in your registration information. Unliche may assign its rights or obligations pursuant to these Terms. You agree not to assign any rights under these Terms; any attempted assignment shall be null and void. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the Republic of Singapore without giving effect to the principles relating to conflicts of laws.. Notwithstanding the foregoing, Rappier may bring a claim for equitable relief in any court with proper jurisdiction. In the event of any controversy or claim arising out of or relating to these terms, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach a settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to these Terms shall proceed to binding arbitration, in Singapore by the Singapore International Arbitration Centre ("SIAC") in accordance with the arbitration rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference to this section. The seat of arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
Last updated: April 2018
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