This Custos Subscription Agreement (“Agreement”) is between Custos and the customer (individual or entity described in an Order Form) (“you” or “your”) that has purchased a subscription to the Custos Platform (the “Platform”).
“Custos” means CUSTOS TECHNOLOGIES PTE. LTD., UEN202216275E, incorporated in the Republic of Singapore.
This Agreement sets out the terms to which you agree to be bound when using the Platform. Additional terms and conditions also may apply to specific portions, services, or features made available on or through the Platform. All such additional terms and conditions are hereby incorporated by this reference into this Agreement. In the event of a conflict between any such terms and conditions and this Agreement, such other terms and conditions shall prevail.
“Order Form” means any Custos order form which references this Agreement and each such Order Form shall be deemed a part of this Agreement.
“Effective Date” of this Agreement is the date which is the earlier of (a) your initial access to the Platform or (b) the effective date of the first Order Form referencing this Agreement.
1. CUSTOS PLATFORM
1.1 Provision of Platform. The Custos Platform is a hosted service permitting you to access Custos platform products, as such products may be modified or updated from time to time. Provision of the Platform to you involves the ongoing operation, support and improvement of the Platform for all users. The Platform is described more fully in the then-current version of any official documentation provided by Custos to you at documentation.
1.2 Access to Platform. Subject to the terms and conditions of the Agreement, Custos grants to you a non-exclusive, nontransferable, non-sublicensable (except as permitted in any Order Form or this Agreement), worldwide right during the applicable Subscription Term to access and use the Platform solely for your business purposes. You will use reasonable efforts to prevent any unauthorized access to or use of Platform and the Documentation, and will promptly notify Custos in writing of any unauthorized access or use of which you become aware and provide all reasonable cooperation to prevent or terminate such access or use.
1.3 Reservation of Rights
Custos reserves any and all rights not expressly granted under this Agreement.
2. CUSTOMER DATA AND YOUR OBLIGATIONS
2.1 Customer Data. “Customer Data” means any business information or other data which you input, or provide to Custos for inputting, into Custos Platform.
2.2 Your Obligations (a) General. You represent and warrant to Custos that (i) you have sufficient rights in the Customer Data to authorize Custos to process, distribute and display the Customer Data as contemplated by this Agreement and the Documentation, (ii) the Customer Data and its use hereunder will not violate or infringe the rights of any third party, and (iii) your use of Custos Platform and all Customer Data is at all times compliant with your privacy policies and all applicable laws and regulations including without limitation those related to data privacy, international communications and the exportation of technical or personal data.
2.3 Rights in Customer Data. As between the parties, you shall retain all right, title and interest (including any and all intellectual property rights) in and to your Customer Data as published on the Platform. Subject to the terms of this Agreement, you hereby grant to Custos a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, and distribute, perform and display (including publicly), modify and create derivative works of the Customer Data solely to the extent necessary to provide Custos Platform in accordance with this Agreement and the Documentation.
2.4 Storage of Customer Data. Custos does not provide an archiving service. Custos agrees it shall not intentionally delete any Customer Data from the Platform prior to termination or expiration of your applicable Subscription Term. Custos expressly disclaims any other obligations regarding Customer Data storage.
2.5 Accurate and Complete Data. You are solely responsible for the accuracy and content of all Customer Data. By using our service, you agree to provide accurate and complete information, and to update as necessary to ensure that it remains accurate and complete. If we suspect that any information provided by you is false or misleading, we reserve the right to delete or not consider such information.
3. SUBSCRIPTION TERM AND FEES
The Subscription Term and Fees shall be as set out in an Order Form. Fees shall be paid within thirty (30) days from the date of invoice. All fees are non-refundable once paid. Unless timely provided with a valid certificate of exemption or other evidence that items are not taxable, Custos will invoice you for all applicable taxes including, but not limited to, VAT, GST, sales tax, consumption tax and service tax. If any withholding tax is required by applicable law to be paid by you in relation to payments due to Custos, you will provide Custos with official receipts and/or certificates from the appropriate tax authorities evidencing that any applicable taxes have been paid.
Custos may terminate your access to the Platform if you breach any terms of this Agreement or applicable laws. Upon any such termination you will cease usage of the Platform and you will have no further rights with regards to the Platform.
5. LIMITED WARRANTY
Custos warrants that the Platform will operate as per the applicable Documentation. Custos’s sole liability and your sole remedy for any breach of this warranty shall be for Custos to use commercially reasonable efforts to correct the reported issue or if a remedy is impracticable, the Subscription Term will be terminated and you will receive a refund of any payments made for any remaining unused term. There are no other warranties.
6. INDEMNITIES AND LIMITATION OF LIABILITY
6.1 You shall indemnify, defend and hold harmless Custos and its officers, directors, employees, agents, and affiliates from and against any liabilities, costs, fees and/or damages (including attorney fees) that arise out of any claim for damages resulting from (a) any material inaccuracy or breach of the representations or warranties made by you in this Agreement, (b) any material breach of a covenant made by you in this Agreement, and/or (c) any material failure to perform, or any material failure to comply with, your obligations according to this Agreement.
6.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE AGGREGATE DAMAGES THAT MAY BE RECOVERED BY YOU IN CONNECTION WITH THIS AGREEMENT MAY NOT EXCEED $100 (Singapore dollar).
6.3 NEITHER PARTY, NOR ANY OF ITS OR THEIR AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MEMBERS OR MANAGERS, MAY BE HELD LIABLE TO THE OTHER, NOR TO ANY OTHER PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO YOUR USE OF THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (WHETHER UNDER A THEORY OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE).
7.1 This Agreement, constitutes the entire agreement between the Parties as to the subject matter hereof and supersedes all prior and contemporaneous documents, negotiations, and drafts of such Parties with respect to such subject matter, whether written or verbal.
7.2 Custos reserves the right, at its sole discretion, to modify or replace any of the provisions set forth in this Agreement at any time. It is your responsibility to check the Agreement periodically for changes. Your continued use of the Platform following the posting of any changes to the Agreement constitutes acceptance of and agreement to those changes.
7.3 The failure of Custos to insist upon the performance of any of the terms or conditions contained in this Agreement and/or to exercise any right hereunder, may not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such rights.
7.4 You may not assign this Agreement, in whole or in part, by operation of Law or otherwise, without Custos’s prior written consent. Any attempt to do so shall be deemed null and void and of no legal force or effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties’ successors and permitted assigns.
7.5 Neither Party may be held liable for its failure to perform hereunder, or for any loss or damage, due to causes beyond its reasonable control, including governmental requirements, inability to obtain required export licenses, work stoppages, fire, civil disobedience, embargo, war, terrorism, riots, rebellions, earthquakes, strikes, floods, water and the elements, inability to secure equipment, raw materials, or transport or similar occurrences.
7.6 This Agreement and any action related hereto will be governed by the laws of Singapore and referred to the Courts in Singapore.
7.7 You may not use the Platform in violation of any export control or sanctions laws of the United States or any other applicable jurisdiction.