This Smartly Terms and Conditions of Use ("Terms") sets out the terms and conditions under which Faber Ops Pte. Ltd. ("Aquila") shall make Smartly available to the entity or person ("Customer") executing a subscription form for the Services that expressly references these Terms ("Subscription Form").
"Services" means the Aquila products and services that are made available to the Customer by Aquila hereunder. Subject to these Terms, Aquila will make the Services available to Customer for the Subscription Period of Customer's subscription specified on the applicable Subscription Form ("Subscription Period"). Aquila will provide the Services in accordance with the Service Level Agreement available on demand.
"Fees" means the fees payable by Customer to Aquila for the applicable Services, as set forth on the Subscription Form. Customer is responsible for all Fees set forth in the Subscription Form. Aquila will invoice the Customer for such Fees using the billing information provided by the Customer from time to time.
Fees do not include taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction ("Taxes"). Customer is responsible for paying all Taxes associated with its purchase of the Services.
Prices specified in the Subscription Form may include discounts or promotional pricing. Aquila may change prices for the Services and/or discontinue or change any promotion, sale, or special offer in its sole discretion.
These Terms commence on the Effective Date and will remain in effect until all Subscription Forms have expired or been terminated in accordance with this Section 3. The Subscription Period for each Subscription Form shall be set forth therein; provided that if the Subscription Form does not specify a Subscription Period, the Subscription Period will be twelve (12) months.
A Party may terminate these Terms or an Subscription Form for cause upon written notice to the other Party of a material breach if such breach remains uncured after ten (10) days from the date of the breaching Party's receipt of such notice.
Each Party will retain all rights, title and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and proprietary rights ("Intellectual Property Rights").
Subject to Customer's compliance with the terms and conditions of these Terms, Aquila hereby grants Customer a non-exclusive, non-transferable, non-sublicensable limited right and license to access and use the Services, as applicable, solely during the applicable Subscription Period for Customer's internal business purposes.
Customer will not, and will not permit any Authorized Users or third parties to, directly or indirectly:
Customer acknowledges that the Services offer features that leverage the use of artificial intelligence, machine learning, or similar technologies ("AI Features"). Use of AI Features by Customer is voluntary and Aquila will inform Customer via the Services before an AI Feature is engaged for the first time.
"Confidential Information" of a Party ("Disclosing Party") means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party ("Receiving Party") or that the Receiving Party reasonably should understand to be confidential based on the nature of the information.
Aquila will implement and maintain appropriate administrative, physical and technical safeguards during the Subscription Period to protect the security, confidentiality and integrity of Customer Information. Customer's use of the Services is subject to the privacy policy available at https://smartly.rocks/privacy-policy/ ("Privacy Policy").
Each Party represents that it has validly entered into these Terms and has the legal power to do so.
Aquila warrants that during an applicable Term the Services will perform materially in accordance with any applicable documentation provided to Customer.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, AI OUTPUTS, SERVICES INFORMATION AND ANY OTHER INFORMATION OR ADVICE OBTAINED BY CUSTOMER THROUGH THE SERVICES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND.
Aquila will indemnify and hold Customer harmless from any Losses arising out of an unaffiliated third party's claim that the Services infringe or misappropriate such third party's Intellectual Property Rights.
Customer will indemnify and hold Aquila harmless from any Losses arising out of a Claim related to Customer Information.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES.
NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS WILL EXCEED THE AGGREGATE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH CLAIM.
These Terms will be governed by the laws of Singapore, without reference to conflict of laws principles. Any disputes under these Terms shall be resolved by the Singapore International Arbitration Center (SIAC).
These Terms and any active Subscription Forms constitute the entire agreement, and supersedes all prior agreements, between Aquila and Customer regarding the subject matter hereof.
If you have questions about these Terms, please contact:
Aquila (Faber Ops Pte. Ltd.)
📧 [email protected]
🌐 https://smartly.rocks