Axacute Developer Portal Terms of Service
1. Agreement
This Agreement describes the terms governing your use of the Services. This Agreement is comprised of the body of this Agreement below, all exhibits to this Agreement (“Exhibits”), and all terms, rules, and policies that we make available for participating and using the Services. However, the terms in each Exhibit and the rules and policies only apply to you if you engage in the activity or use the Services to which the Exhibit, rules, or policies apply.
2. Definitions
The following words and phrases have defined meanings:
“Content” means any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services, including Developer Applications and any other content that account holders (including you) provide through your use of the Services.
“Developer Applications” means the applications, platforms or services developed, owned, distributed or made accessible by you as a developer on our site(s).
“Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household and includes, but is not limited to, personal, business, and financial data, user names, passwords, email addresses, geo-location data, credit card numbers, social security numbers, account records and anything related or derived from the forgoing.
“Axacute” means the Axacute Pte. Ltd., an Singaporean Corporation having its principal office at #24-01 to #24-32, Vision Exchange, 2 Venture Drive, Singapore 608526 or an Affiliate of Axacute, as applicable.
“Axacute API” refers to widgets and data services that allow Axacute system integration to be integrated on a third party site or service.
“Third Party” means any person or entity other than Axacute, you or a service provider or processor acting on your behalf.
“Services” means the products and Services that are ordered by You under an Order Form or provided to You free of charge (as applicable) or under a free trial and made available online by Us, including associated offline and mobile components, as described in the Documentation. “Services” exclude Content and Third-party Applications.
3. Registration
To access the Developer Portal, you must follow the registration process established by Axacute. Axacute may approve or deny access to the Developer Portal in its sole discretion. When you register, you may be subject to Axacute’s standard Terms of Use and Privacy Policy.
4. Your Use Rights
Subject to these Terms, you may use the Developer Portal solely to enable Your Applications to access or interface with the Axacute system and as set forth in these Terms. Your use must be as permitted in our Documentation and is subject to call, usage and other limits as described at API documentation. (as may be modified from time to time, and which are incorporated into these Terms) or as we otherwise notify you. All of your rights are non-assignable, non-transferrable, and non-sublicenseable.
If you subcontract the development of Your Applications, You will procure that any third party subcontractor engaged by you is only passing through any User Data to you. Such subcontractors shall have no other use rights.
You agree not to use, nor permit any third party to use, the Developer Portal in a manner that violates any applicable law, regulation or these Terms.
If you are unsure whether your intended use case(s) comply with these Terms, please reach out to legal@axacute.com before investing time and resources into building Your Application’s integration with Axacute.
Axacute reserves the rights to modify or amend this policy, in its sole discretion, at any time.
5. Support and Modification
While we may provide you with support or modifications for the Developer Portal, we are not obligated to do so and have no obligation to fix or respond to errors you may encounter. In our discretion and without liability to you, we may add, remove or modify any features of the Developer Portal; impose additional eligibility requirements or restrictions for access to the Developer Portal; or discontinue the Developer Portal. If we modify the Developer Portal, we may require you to use the modified version, which may not be compatible with Your Applications developed using previous versions. We typically make these changes as part of our overall Developer Portal program and may not be able to provide you with individual notice of the changes.
6. Branding and Publicity
You may promote Your Application, including talking to traditional and online media and your users about Your Application, but you may not issue any formal press release via traditional or online media referring to Axacute without Axacute’s prior written consent. You must conduct all such activities truthfully and without implying that Your Application is created, sponsored, or endorsed by Axacute (or otherwise embellishing your relationship with Axacute) and you may not make any legal representations, guarantees or warranties on behalf of Axacute or with respect to the Developer Portal or the Axacute Service. If You become aware that any public-facing articles are being developed by independent publications or authors connecting Your Application to Axacute, then you agree to immediately inform Axacute at legal@axacute.com.
Axacute may publicly refer to you, orally or in writing, as a user of the Developer Portal. We may also publish your Brand Features (with or without a link to Your Application) on our websites, in press releases, and in promotional materials without your prior consent.
7. Your Responsibilities
7.1. User Relationships
Your Applications must include your own legally binding terms of use and privacy policy (“Your Terms”) that are publicly available to your third-party users (assuming you have third-party users or that Your Application allows for the retrieval of User Data, or where including Your Terms would be customary or appropriate under the circumstances). If a user of the Axacute Service allows Your Applications to retrieve any data, content or information of a user, including where such data is aggregated by you across more than one user (“User Data”) from the Axacute Service, you must (1) access only the minimum data fields Your Application needs to work properly, as permitted by the user and (2) ensure the User Data is collected, processed, transmitted, maintained and used in accordance with Your Terms, all Laws and reasonable measures that protect the privacy and security of the User Data. Without limiting the foregoing, Your Terms must contain clear and legally adequate disclosures about the nature of Your Application’s integration with Axacute and the User Data you are collecting and how you may use it.
For clarity, any user’s access or use of the Axacute Service itself is subject to Axacute’s Service Terms or other applicable terms agreed by Axacute with the user, not Your Terms. If Axacute receives any User Data from or on behalf of a user, including through or enabled by Your Application, Axacute will treat such User Data under its applicable terms with such user and such data will no longer be subject to Your Terms.
7.2. Your Responsibility for Your Content
By making your Content available through your use of the Services, you grant Axacute a worldwide, royalty-free, non-exclusive license to host and use your Content. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Axacute is not responsible for any of your Content that you submit through the Services.
You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:
Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages “flaming” others or criminal or civil liability under any local, state, federal or foreign law;
Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;
Except as permitted by Axacute in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;
Virus, Trojan horse, worm or other disruptive or harmful software or data; and
Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.
7.3. Your Representations and Indemnity
You are solely responsible for your use of the Developer Portal, Your Applications and any data or content that you use with the Developer Portal.
You represent and warrant that (a) you have full power and authority to enter into and perform these Terms; (b) your use of the Developer Portal and Your Applications will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications and the export of technical or personal data (“Laws”); (c) all information you provide to Axacute is and will be true, accurate, and complete; and (d) you will not interfere with Axacute’s business practices, the way in which it offers the Axacute Service or the Developer Portal or any third party products or networks used with the Developer Portal. You will indemnify, defend (at Axacute’s request) and hold harmless Axacute and its affiliates and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from (i) your use of the Developer Portal, (ii) Your Applications and your relationships or interactions with any users or third party distributors of Your Applications, or (iii) your breach or alleged breach of these Terms. Axacute may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Axacute’s prior written consent (not to be unreasonably withheld).
8. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. AXACUTE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AXACUTE MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS-FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM AXACUTE, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
9. Limitation of Liabilities
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AXACUTE AND ITS AFFILIATES TO YOU AND YOUR AFFILIATES IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
YOU AGREE THAT AXACUTE SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF AXACUTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW
10. Intellectual Property Rights and Additional Terms
10.1. Axacute Independent Development and Patent Issues
You understand and acknowledge that Axacute may be independently creating (or may receive from third parties) features, applications, content, or other products or services that may be similar to or competitive with Your Application, and nothing in these Terms will be construed as restricting or preventing Axacute from doing so. In addition, in order to allow others to benefit from the Developer Portal, you agree not to assert (or assist or encourage anyone in asserting) any patent claims against Axacute (or its users, customers partners or developers, or Axacute’s or their respective successors, assigns) where such patent claim relates to the integration, combination or interface of any applications, products or services with the Axacute Service or our other products or services.
10.2. Developer Exception to Privacy Policy
Axacute may reveal personal information about developers for attribution purposes, handling inquiries from users or potential users, and other purposes Axacute reasonably deems necessary under these Terms. You understand and agree that Axacute may access, preserve, and disclose your personal information and your developer account details if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or to protect the rights, property, or safety of Axacute, its affiliates or partners, its users, or the general public.
10.3. Axacute Rights
As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and the Developer Portal, Axacute Service, our other products and services, and all related technology, websites and content, and any modifications or derivative works of the foregoing (collectively, the “Axacute Materials”). Except for the limited use right expressly granted to you under these Terms, Axacute does not grant you any right, title, or interest in the Axacute Materials. You have no obligation to give us any suggestions, comments or other feedback relating to the Axacute (“Feedback”). If you provide us with Feedback, you grant us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, sublicense (through multiple tiers) and otherwise exploit the Feedback (including any ideas, concepts, methods, know-how or techniques embodied in Feedback) for any purpose, without any restriction or obligation to you based on intellectual property rights or otherwise.
10.4. Your Application
You retain ownership of any intellectual property rights in Your Applications, subject to Axacute’s rights in any underlying Axacute Materials. You agree to provide us with a reasonable number of copies of or other access to Your Applications. During the term of these Terms you hereby grant to us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable, right and license, under all of your intellectual property rights, to: (a) use, perform, and display Your Application and its content for purposes of our internal testing purposes (including security testing) and for marketing, demonstrating, and making your Application available to users; and (b) link to and direct users to Your Application. Following the termination of these Terms and upon written request from you, Axacute will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to Your Application from Axacute’s website and the Axacute Service. Axacute has no other obligation to delete copies of, references to, or links to Your Application.
11. Confidential Information
11.1. Axacute Confidential Information.
Axacute may provide certain information to you that is confidential or proprietary (“Axacute Confidential Information”). Axacute Confidential Information consists of (a) your access keys or logins for the Developer Portal, any non-public elements of the Developer Portal or any pre-release information about the Axacute Service and (b) anything identified or marked as “Confidential” or “Proprietary” or that you should reasonably understand to be confidential or proprietary under the circumstances. You may use Axacute Confidential Information only for the purposes of these Terms. You may not disclose any Axacute Confidential Information to third parties, other than your employees, agents and advisors with a need to know and for whom you agree to remain responsible under these Terms.
11.2. Your Confidential Information.
You should not disclose any information to Axacute that you consider to be confidential. To avoid any potential confusion, you agree that any unsolicited information you provide to Axacute in relation to the Developer Portal will be non-confidential and that Axacute may use it under the same terms as for Feedback above. However, this Section 11(b) does not apply to the extent you have entered into a separate non-disclosure agreement (NDA) or other confidentiality terms with Axacute addressing your confidential information in relation to the Developer Portal.
12. Term and Termination
These Terms remain in effect until terminated. You may terminate these Terms at any time by ceasing all use of the Developer Portal and notifying Axacute. We may suspend or terminate these Terms (or your use of all or any of the Developer Portal) immediately if we believe you have violated these Terms, if we believe the use of Your Application with the Developer Portal is not in our or our users’ best interests, if we cease to offer the Developer Portal or as required by Laws.
Upon termination of these Terms:
all rights and licenses granted to you will terminate immediately and you must stop using all Axacute Materials (unless you have a separate right to use them under another agreement with Axacute);
neither party is liable to the other party just because the agreement has been terminated;
and
you must permanently delete all Axacute Confidential Information and any other data which you stored pursuant to your use of the Developer Portal and, at Axacute’s request, you will confirm such destruction;
13. Modification to Terms
We may modify these Terms or any additional terms that apply to the Developer Portal occasionally, for example, to reflect changes to the Law, changes to the Developer Portal or for other reasons in our discretion. We’ll post notice of modifications to these Terms or the additional terms within the documentation for the Developer Portal. However, changes specific to new functionality for the Developer Portal, changes made for legal reasons, and any changes to our Documentation or referenced policies will be effective immediately. You may be required to accept the modified Terms in order to continue using the Developer Portal, and in any event you agree that your continued use of the Developer Portal after the changes become effective constitutes acceptance of the modified terms.
14. Governing Law, Jurisdiction, Arbitration and Notices
14.1 Governing Law and Jurisdiction
This Agreement will be governed by, construed and enforced in accordance with the laws of Singapore. The parties agree that Singapore will be the venue of any dispute and will have jurisdiction over all parties.
14.2 Arbitration
If a dispute arises out of or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by any recognized Arbitration Association under its Commercial Mediation, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
14.3 Manner of Giving Notice
All notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) 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 administrators designated by You.
Notices should be sent to:
Billing Queries: subscription@axacute.com
General Counsel: legal@axacute.com
To reach by mail:
Axacute Pte. Ltd.
#24-01 to #24-32, Vision Exchange, 2 Venture Drive, Singapore
608526
15. End of Terms of Service
Contact us for any queries pertaining to this agreement. Reach us at legal@axacute.com
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