1. Introduction
Welcome to Ardor Cerebrum Pte. LTD. ("Company," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our services, software, and applications (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree with these Terms, you must not use the Service.
2. Definitions
In these Terms, unless the context requires otherwise:
"API" means any application programming interface(s) operated or used by the Company for provision of the Service.
"Authorized Users" means those employees, contractors, or agents of the Customer who are authorized by the Customer to use the Service.
"Confidential Information" means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.
"Customer" means the individual or entity using the Service.
"Customer Data" means any data, information, or material submitted by the Customer or Authorized Users to the Service.
"Derived Data" means data derived from the Customer's use of the Service, including statistical or aggregated data, but excluding Personal Data.
"Fees" means the fees payable by the Customer for the use of the Service.
"Intellectual Property Rights" means all intellectual property rights, including patents, trademarks, service marks, copyrights, database rights, design rights, trade secrets, and know-how.
"Service" means the Company's software applications, websites, APIs, and any associated services provided to the Customer.
"Subscription Tier" means the subscription plan selected by the Customer.
"Term" means the duration of the Agreement between the Customer and the Company.
"Third-Party Data" means data, information, or materials made available to the Customer by a third-party provider accessible through the Service.
3. Acceptance of Terms
By accessing or using the Service, you:
Represent that you have the legal capacity to enter into a binding agreement.
Agree to comply with these Terms and all applicable laws and regulations.
Acknowledge that you have read and understood these Terms.
4. Changes to Terms
We may modify these Terms from time to time. Any changes will be effective immediately upon posting the revised Terms on our website with an updated "Last Updated" date. Your continued use of the Service after such modifications constitutes your acceptance of the new Terms. We will notify you of material changes via email or through the Service.
5. Account Usage and Security
5.1 Account Creation
To use certain Service features, you must create an account by providing accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials.
5.2 Account Security
You are responsible for all activities that occur under your account. Notify us immediately if you suspect any unauthorized access or misuse of your account.
5.3 Authorized Users
If you are using the Service on behalf of an organization, you agree to ensure that all Authorized Users comply with these Terms.
6. Use of the Service
6.1 License Grant
Subject to your compliance with these Terms and payment of applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Term.
6.2 Prohibited Conduct
You agree not to:
Use the Service in violation of any applicable laws or regulations.
Access, store, distribute, or transmit any viruses or any material during your use of the Service that is unlawful, harmful, infringing, or offensive.
Attempt to gain unauthorized access to the Service or related systems or networks.
Reverse-engineer, decompile, disassemble, or create derivative works based on the Service.
Use the Service to build a competitive product or service.
Interfere with or disrupt the integrity or performance of the Service.
6.3 Prohibited Content
You may not post or transmit content that:
Is defamatory, harassing, or abusive.
Infringes on any third party's intellectual property rights.
Contains malware, viruses, or harmful code.
Promotes illegal activities.
Contains sexually explicit material or hate speech.
6.4 Compliance with Limits
Your use of the Service is subject to quotas and limits associated with your Subscription Tier. You agree to abide by these limitations and acknowledge that exceeding them may result in additional Fees or suspension of Service.
7. Content on the Service
7.1 Your Content and Ownership
You retain all rights, title, and interest in and to the Customer Data. You grant us a worldwide, royalty-free, non-exclusive license to use, store, reproduce, modify, and display your Customer Data solely for the purpose of providing and improving the Service.
7.2 Derived Data
We may generate Derived Data from your use of the Service. All rights in Derived Data shall belong to us, provided that such data does not include any Personal Data.
7.3 Third-Party Content
The Service may include content from third parties. We are not responsible for such content, and your use of third-party content is at your own risk.
7.4 Company Ownership
We own all Intellectual Property Rights in and to the Service and any improvements, enhancements, or modifications thereto.
8. Data Protection and Privacy
Our collection and use of personal data are governed by our Privacy Policy, which is incorporated by reference into these Terms. By using the Service, you consent to such processing and warrant that all data provided by you is accurate and that you have the right to provide such data.
9. Fees and Payment
9.1 Subscription Fees
Access to certain features of the Service may require payment of Subscription Fees. You agree to pay all applicable Fees as described in the Subscription Tier you select.
9.2 Overage Fees
If you exceed the limits of your Subscription Tier, additional Fees may apply. You authorize us to charge any Overage Fees to your Payment Method.
9.3 Payment Terms
Fees are due in accordance with the billing terms specified at the time of purchase or as set forth in an applicable Order Form. All payments are non-refundable unless otherwise specified.
9.4 Taxes
You are responsible for all taxes associated with your use of the Service. All Fees are exclusive of taxes unless otherwise noted.
9.5 Payment Method
You must provide a valid Payment Method. We may suspend or terminate your access to the Service if your Payment Method is invalid or charges are refused.
10. Suspension of Service
We may suspend your access to the Service without liability if:
You breach any provision of these Terms.
Your use of the Service poses a security risk.
Payment of Fees is overdue.
Required by law or governmental authority.
We will make reasonable efforts to notify you of such suspension and will restore access promptly after the issue has been resolved.
11. Intellectual Property Rights
11.1 Company's Intellectual Property
All rights, title, and interest in and to the Service and related Intellectual Property Rights are owned by us.
11.2 Feedback
Any feedback or suggestions you provide regarding the Service are entirely voluntary, and we will be free to use such feedback without any obligation to you.
11.3 Improvements
Any modifications, enhancements, or derivative works made to the Service or Software will be owned exclusively by the Company.
12. Confidentiality
12.1 Confidential Information
Each party agrees to maintain the confidentiality of the other's Confidential Information and not to use it except as necessary to perform obligations under these Terms.
12.2 Exceptions
Confidential Information does not include information that:
Is or becomes publicly available without breach of these Terms.
Was known to the receiving party before disclosure.
Is received from a third party without restriction.
12.3 Compelled Disclosure
A party may disclose Confidential Information if required by law, provided it gives reasonable notice to the other party (if legally permissible) and cooperates in any effort to obtain protective orders or similar remedies.
13. Limitation of Liability
13.1 Disclaimer of Warranties
The Service is provided "as is" without warranties of any kind. We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
13.2 Limitation of Liability
To the maximum extent permitted by law:
We will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or use.
Our total liability under these Terms will not exceed the total Fees paid by you in the twelve (12) months preceding the claim.
13.3 Indemnification
You agree to indemnify and hold us harmless from any claims, damages, liabilities, and expenses arising out of your use of the Service or violation of these Terms, including but not limited to infringement of third-party Intellectual Property Rights.
14. Term and Termination
14.1 Term
These Terms commence on the date you accept them and continue until terminated as provided herein.
14.2 Termination by You
You may terminate your account at any time by providing written notice to us or by following the instructions on the Service.
14.3 Termination by Us
We may terminate or suspend your access to the Service if you breach these Terms, fail to pay Fees when due, or if required by law.
14.4 Effects of Termination
Upon termination:
All rights granted to you under these Terms will cease.
You must cease all use of the Service.
Any Fees owed by you become immediately due and payable.
We may delete or disable access to any of your Customer Data stored on the Service.
14.5 Survival
Provisions that by their nature should survive termination will remain in effect, including but not limited to Confidentiality, Intellectual Property Rights, Limitation of Liability, and Governing Law.
15. Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law principles. Each party irrevocably agrees that the courts of [Your Jurisdiction] shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
16. Contact Information
If you have any questions about these Terms, please contact us at:
Email: legal@ardor.cloud
Address: 32 PEKIN STREET, #05-01, SINGAPORE 048762