1. These terms of service (Terms) govern your access to and use of software services from www.rms.digital (hereinafter referred as we, our, √RMS or similar pronoun) websites, software apps and services (Services).
2. By using the Services you agree to be bound by these Terms. If you are using the Services on behalf of a company, organization or other entity, you agree to these Terms for yourself and for and on behalf of that company, organisation or other entity. You agree and confirm that you have the authority to bind the company, organisation or other entity to these terms. A reference to you, your or similar pronoun includes the company, organisation or other entity referred to in this clause.
3. You shall use the Services in compliance with these Terms. You shall use the Services only if you have the legal capacity to do so. In using the Services, you shall comply with all applicable laws. The Services may change, including when we refine and add more features. We may stop, suspend or modify the Services at any time without prior notice to you. We may also remove any content from our Services.

4. The use of the Services is at your own risk. We do not warrant any results from the Services. The Services do not constitute consulting, professional advice or any other form of advice whatsoever.

5. Each Customer Affiliate that wishes to have a separate account or to be billed separately for its use of the Services shall enter into a separate Authorization Form substantially in the form of the initial Authorization Form, which incorporates the terms of this Agreement by reference.

6. When using our Services you may provide us with information, files, data, links to data sources, folders and other content which belong to you, your affiliates, customers, suppliers or other principals (together, your content). You retain full ownership to your content. These Terms do not grant us any rights or license to your content or the intellectual property arising from your information, except provided below.
7. You grant us a limited, royalty free, irrevocable, non-exclusive and worldwide license to store, process, back-up and otherwise deal with your content solely for the purpose of providing to you the Services. We may grant a similar sub-license to the subcontractors, suppliers and service providers that we use to provide except as provided in these terms, we do not disclose your content to other users, customers, agencies or third parties.
8. In using the Services, you are solely responsible for your conduct, content and dealing with your content and your communications with others. You warrant that you have all the right and power required to deal with your content.
9. We do not monitor your content or any other information that are subject to the Services. We are not responsible for the accuracy, completeness, appropriateness or legality of your content or any other content, results and information you may access with or receive from the Services.
10. In using the Services, you may require or deal with other third party licenses, including software licenses. You may acquire and own these third party licenses, or use these licenses under a sub-license that we grant to you in connection with the Services. You agree to comply with the terms of all these third party licenses.
11. RMS Digital is either the sole and exclusive owner or an authorised licensee or user of all Intellectual Property Rights and all other rights in the Software and Service.
12. By agreeing to these Terms, RMS Digital hereby grants to The Client a non-exclusive, non-transferable licence to use the Service and Application as set out below for The Client’s normal business purposes, only in the jurisdictions in which The Client and Users are registered as companies and in which the Service operates, and only by:

(a) accessing the Service by means of a user account in accordance with the procedures set out in the Terms of Service;

(b) entering, editing, transferring or deleting and moving its input comprising Information, documents, data, files and other content within the Service;

(c) permitting Users to access the Service;

Under the licence granted at paragraph 12, The Client is entitled to grant User Sub-Licences to permit respectively:

(a) Authorised Users to access and use the Service only in relation to The Client’s business purpose, to participate in the Service, including but not limited to: adding and creating scope related documents; creating and collaborating on content; sharing documents;

(b) Users to access, read, edit created scope related documents and download secondary toolbar items within the Service.

13. The Client acknowledges its responsibility for ensuring that Users are properly licensed in order to access and use the Service in advance of such access and use.
14. RMS Digital reserves the right to refuse to permit The Client to grant any User a User Sub-Licence and/or to deny any User access to the Service and/or to terminate a User’s access to the Service, if such User is in breach of any of the terms of its User Sub-Licence.
15. If the Client learns or suspects that any User is not complying with the terms of its User Sub-Licence, The Client must notify RMS Digital immediately.

13. The Services may allow you to share with others your content or the results of the Services. There are many things that others may do with your information. For example, they may copy, modify or share your content with others. Your content may contain information that is secret, confidential or sensitive. Before sharing them, you may wish to ensure that you are protected by appropriate confidentiality agreements. We are not responsible or liable for any of your activities described in this clause.

14. Files and other content in the Services may be subject to the intellectual property rights of others. You agree not to copy, upload, download, share or otherwise deal with content or information unless you have the necessary right or license. You alone are responsible and liable for content and information that you copy, share, upload, download or otherwise deal with.
15. You shall not by any act or omission cause spyware, virus or other malicious software to infect the Services.
16. You alone are responsible and liable for maintaining and protecting your content. We are not responsible or liable for any expenses, losses or damages which you may suffer or incur arising out of or in connection with the loss or corruption of your content, including costs or expenses for backing up or restoring your content.
17. You shall from time to time update your contact information or other information related to your account.

ACCOUNT SECURITY

18. You shall keep secret the password that you use to access the Services and not disclose your password. You are responsible and liable for all activities related to your account, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your account. You agree and acknowledge that a secure encrypted connection to communicate with the Services can help protect your content. If you are an administrator, you shall ensure that all your uses of the Service comply with the obligations in this clause.

19. We provide you software as a service (Software), in order for you to use the Services. We grant you a limited, nonexclusive, non-transferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you breach any of these Terms. We reserve all rights not expressly granted in these Terms. You shall not directly or indirectly reverse engineer or decompile the Software, attempt to or assist others to do so. Our Services may update the Software on your device automatically when a new version is available.
20. From time to time we will provide you and your users’ emails alerts, weekly reports, marketing and other information that we believe will be useful to you. You agree to receive them.

21. These Terms do not grant you any right, title or interest in the Services, Software or any of their content. We may use any of your feedback, comments or suggestions without any obligation or liability to you. Copyright, trademark and other applicable laws protect the Software and other technology we use to provide the Services. These Terms do not grant you any rights to use any of our trademarks, logos, domain names or other brand features. We may use all data, content and results arising out of or in connection with the Services or Software in aggregated anonymous form in the ordinary course of our business, including generating benchmarks or similar metrics.

Non-Exclusivity. You acknowledge that the rights granted to you under this Agreement and any Authorization Form are non-exclusive and that nothing in this Agreement or any Authorization Form will be interpreted or construed to prohibit or in any way restrict our right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.

22. If The Client learns of any claim that any Service or part of it infringes any Intellectual Property Rights of any third party in the jurisdiction in which The Client is entitled to use such Service and (a) The Client informs RMS Digital promptly of the claim and grants sole control of the defence to RMS Digital to enable RMS Digital to settle or litigate it, and does not itself settle or litigate it, and (b) the claim does not arise from The Client’s breach of this Agreement, RMS Digital will indemnify The Client and hold The Client harmless against any damages or costs arising from the claim.
23. In the event of any claim or if the use of any Service is restricted as a result of any claim, RMS Digital may at its option and expense: (a) obtain the right for The Client to continue to use the Service; or (b) modify or replace the Service for The Client to use; or (c) if the use of the Service is permanently prevented by the courts, terminate it and refund to The Client a sum equal to the sum The Client will have paid for its use over the 12 months immediately prior to such termination. RMS Digital will not be liable if any claim is caused by combining the Service with any software, database or information or data of any kind of which RMS Digital has not approved. These clauses 22 and 23 state RMS Digital’s entire liability and The Client’s entire remedy in respect of any infringement by any Service.

24. In consideration of the Services, you agree to pay the prevailing Service fees. Service fees are subject to change from time to time, without notice.
25. Service fees stated are exclusive of all taxes, including GST, VAT, sales tax, service tax or withholding taxes. You are liable to pay these taxes. If you are required to withhold and deduct, from any payments to us, withholding or other taxes, you shall pay us an additional sum, so that the amount we receive is the full invoiced amount as if no deduction or withholding is made. If you pay by credit card, you agree to the applicable terms of the credit card payment processor.
26. Our payment term is 30 days. If you pay by credit card or other payment process that automates fixed regular payments, the Services will be auto-renewed until you turn off auto-renewal. If you fail to pay or when your account expires, we will immediately stop providing you the Services but you may continue to login and view your historical data for a 30-day period. After the 30-day period, you may continue to log in for an additional 30 days, but will not be able to view or otherwise deal with any historical or other data. You may resume full Services by paying the required Service Fees within this 60-day period. If you do not do so, we will de-activate your account and terminate all Services and all data and information in your account.
27. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any Taxes. If you are required to deduct or withhold any Taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, we receive an amount equal to the sum we would have received had no such deduction or withholding been made.

28. √RMS charges and collects in advance for use of the √RMS software service. All services rendered are non-refundable. Once a customer selects a subscription plan and provides billing information during or after the one month free trial, √RMS will commence billing on the first day after the one month free trial has ended. Your billing cycle runs on the same date every month thereafter until cancelled. All subscriptions monthly or yearly renew automatically on this date of the expiration month until officially cancelled in writing or by clicking the cancel subscription button within the billing section of the application. Customers can also cancel anytime by emailing a notice to: cancellations@rms.digtial. Customers will receive an email from √RMS confirming that their subscription to the √RMS Service has been cancelled.
29. Late Payment.If any amounts invoiced hereunder are not received by us by the due date, then at our discretion, such charges may accrue late interest at the rate of 18% per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, upon 30 days’ written notice to you provided after the due date, we may suspend your access to the Services if we have not received the amounts invoiced hereunder at the expiration of such period.
30. Important: No refunds or credits for partial months, quarters or years of service will be refunded to a customer upon cancellation.All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the customer is responsible for payments of all such taxes, levies, or duties. The fees that √RMS charges for the monthly, quarterly, or yearly software services exclude taxes, phone, and internet access charges, as well as other data transmission charges. Any currency exchange settlements are based on the customer’s agreement with the payment method provider. To be clear: these taxes and charges are the customer’s responsibility.
31. √RMS reserves the right to change or modify its fee structure and introduce new charges with at least 15 days prior notice to the customer.
32. Customers have the ability to upgrade or downgrade their subscription plan at any time. The upgrade or downgrade will take effect no later than the next billing cycle. If √RMS can accommodate an upgrade sooner we will bill you pro-rata. The chosen method of billing will automatically be charged the new subscription rate on the next billing cycle. With regards to downgrades on a subscription, √RMS does not issue refunds or credits for partial months of software service.

33. Our Service and Software uses and relies on third party services, software and licenses, including APIs from Facebook, Instagram, Twitter, YouTube, SimilarWeb
    You agree with the terms of these third party services, software and licenses to the extent they are applicable to the Services and Software (Third Party Terms). We may with reasonable prior written notice amend, suspend or terminate the Services or the Software as a result of changes or other events relating to Third Party Terms.

34. You shall not directly or indirectly abuse the Services or deal with the Services otherwise than for their intended ordinary uses. You shall comply with our Acceptable Use Policy as under: Without limiting the generality, you shall not carry out any of the following:
    1. probe, scan, or test the vulnerability of any system or network;
    2. breach or otherwise circumvent any security or authentication measures;
    3. access, tamper with, or use non-public areas of the Service, shared areas of the Service you have not been invited to, our (or our service providers’) computer systems;
    4. interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
    5. plant malware or otherwise use the Services to distribute malware;
    6. access or search the Services by any means other than our publicly supported interfaces (for example, by scraping);
    7. send unsolicited communications, promotions or advertisements, or spam;
    8. send altered, deceptive or false source-identifying information, including spoofing or phishing;
    9. publish anything that is fraudulent, misleading or infringes another’s rights;
    10. promote or advertise products or services other than your own without appropriate authorization;
    11. impersonate or misrepresent your affiliation with any person or entity;
    12. abuse referrals to get more credit for referrals than deserved;
    13. publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred; or
    14. violate the law in any way, or to violate the privacy of others, or to defame others.
35. You shall use the Services only in the furtherance and for the purposes of activities that are legal in the applicable jurisdiction. You shall in using the Services comply with all applicable laws. The laws referred to in this clause include and are not limited to laws relating to junk mail, spam and electronic communications and transactions.

36. Our designated agent for notice of alleged copyright infringement is as registered from time to time with the Intellectual Property Office of Singapore.

37. The Services may contain links to third-party websites or resources. We do not endorse and are not responsible or liable for their availability, accuracy, content, products or services. You are solely responsible for your use of any of these websites or resources. We may provide you with software under an open source license. The open source license applies and controls if there is conflict or dispute between the open source license and these Terms. The open source license and these terms shall otherwise apply cumulatively, to full force and effect.

38. We may suspend or terminate the Services at any time, with or without cause and with or without notice. If we do so without cause, we will refund to you any advance Service Fees that you have paid and which relate to Services that have not been consumed. Any termination of this Agreement will be without prejudice to any other rights or remedies of either party under this Agreement or at law and will not affect any accrued rights or liabilities of either party at the date of termination. On termination of this Agreement for any reason, The Client must immediately cease use of the Service and promptly advise the Authorized Users and Secondary Users accordingly.
39. The Service may be terminated immediately by notice in writing:

(a) by RMS Digital if The Client fails to pay any sums due, by the due date notwithstanding any other provisions for late payment based on these Terms stated in this Terms of Service;

(b) by either party if the other party is in material or continuing breach of any of its obligations under these Terms and fails to remedy the same (if capable of remedy) for a period of 30 days after written notice of the breach by the other party;

(c) by either party if the other party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or anything analogous to such event occurs in any applicable jurisdiction.

40. These provisions apply to the greatest extent permitted under applicable laws. The Services and Software are provided as-is, at your own risk, without express or implied warranty or condition of any kind. We disclaim any warranties of merchantability, fitness for a particular purpose, accuracies or non-infringement. We are not responsible or liable for any harm to your computer system, loss or corruption of data or other harm that results from your access to or use of the Services or Software.

Without limiting the generality of the previous paragraph, the Services are provided
using and based upon our own analysis and algorithms, third party data feeds, open-source data and publicly available information. We do not provide any warranties whatsoever in relation to these analyses, algorithms, third party data feeds, open-source data and publicly available information.

41. Beta Testing. From time to time, we may offer you the opportunity to install; use and test (the “Beta Testing”) certain of our services prior to their commercial release (the “Beta Services”). Beta Services are intended for evaluation purposes and not for production use and are subject to following terms: (i) we grant you a limited right to use the Beta Services for Beta Testing purposes during the applicable testing period; (ii) you agree to provide suggestions, comments, or other feedback with respect to the Beta Services as reasonably requested, including ideas for modifications and enhancements (the “Beta Feedback”). You hereby assign to us all right, title and interest in and to the Beta Feedback. All Beta Services and your Beta Feedback are our Confidential Information, and we may use your Beta Feedback in advertising and promotional materials with your prior consent (not to be unreasonably withheld); (iii) we reserve the right to modify the Beta Services or terminate your participation in the Beta Testing for any reason, without liability to you. We will use commercially reasonable efforts to provide you with reasonable advance notice of such termination; (iv) you acknowledge that the Beta Services are not at the level of performance or compatibility of a final, generally available product offering, and may be substantially modified prior to commercial availability, or withdrawn. We are under no obligation to provide technical support with regards to the Beta Services, and we provide no assurance that any specific errors or performance issues in the Beta Services will be corrected; and (v) the Beta Services are provided on an “as is” and “as available” basis without any warranties or conditions of any kind, whether express, implied, statutory or otherwise. Use of the Beta Services is at your sole risk. In no event will we be liable to you for any damage whatsoever arising out of the use of or inability to use the Beta Services.

42. If you operate as an agency (an “Agency Customer”) representing various clients (“Clients”), you shall also contractually bind each of your Clients for which you are acting as agent in your use of the Services or that you otherwise permit to use the Services under your account to the terms of this Agreement and you will be liable for any breach of this Agreement by your Clients. In addition, as an Agency Customer, you represent and warrant that: (i) you have obtained all necessary authorizations, consents, and licenses from each Client to bind such Client to this Agreement and act as such Client’s agent and, more particularly, you have obtained all necessary approvals for the use and subscription to the Services by, and on behalf of, such Client; and (ii) all of your actions related to this Agreement will be within the scope of your agency with your Clients. You shall defend, indemnify, and hold us harmless from all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from your breach of your Clients terms.

43. These provisions apply to the greatest extent permitted under applicable laws. They are not limited to the circumstances that are within the parties’ contemplation as at the start of the Services. We shall not under any circumstances, whether in contract, tort, equity, statute or any other cause, be liable for any indirect damages, special damages, incidental damages, punitive damages, exemplary damages, consequential damages, expectation losses, loss of use, loss of data, loss of business, loss of profits or any other similar damages, whether or not we have notice of the possibility of these damages and whether or not these damages are within the parties’ contemplation. Except where the lower liability limit described in the next sentence applies, our liability arising out of or in connection with these Terms, whether in contract, tort, equity, statute or any other cause, is limited to the Service fees that we have received from you, for the six months prior to your claim, for the Services that are the subject of your claim. Our liability arising out of or in connection with the unavailability of the Service or Software, whether in contract, tort, equity, statute or any other cause, is limited to giving you a credit for the Service fees that is proportionally attributed to the number of days that the Service or Software was unavailable. This credit can only be used to set-off against and deduct from Service fees that are payable, and cannot be redeemed for cash.

You indemnify and hold us harmless from and against all claims, damages, expenses or losses that we may incur or suffer arising out of or in connection with your breach of these Terms.

44. We may revise these Terms from time to time. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms.

45. Entire Agreement for these Terms – This Agreement constitutes the entire agreement between the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges that in entering into this Agreement within these Terms, it does not rely on and will have no remedy in respect of any statement of fact or opinion not recorded in this Agreement (whether negligently or innocently made), except for any representation made fraudulently.
46. Variations – No variation of these terms and conditions will be valid unless confirmed in writing by authorised signatories of both parties on or after the date of this Agreement signed on for Service Usage.
47. Force Majeure – Neither party will be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control, including (without limitation) act of God, act of government or regulatory authority, war, fire, flood, explosion or civil commotion, or failure of the Internet. If such delay or non-performance arising from such cause or causes persists for more than 90 days either party may terminate this Agreement on written notice to the other without incurring any further liability under its terms.
48. Severability – If any of the provisions of this Agreement within these Terms is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced unless the substantive purpose of this Agreement is thereby frustrated, in which case either party may terminate this Agreement forthwith on written notice.
49. Waiver – No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
50. Right to Third Parties – A person who is not a party to this Agreement under these Terms has no right to benefit under or to enforce any term of this Agreement.
51. Notices – Any notice given under this Agreement by either party to the other must be in writing and may be delivered personally or by first-class post, or by electronic mail, and in the case of post will be deemed to have been given two working days after the date of posting. Notices will be delivered or sent to the addresses of the parties as mutually agreed upon or to any other address, including electronic addresses notified in writing by either party to the other for the purpose of receiving notices after the date of this Agreement under these Terms for Service Usage.

52. These Terms are governed by and construed according to Singapore law and the parties submit to the exclusive jurisdiction of the courts of Singapore.Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Clause.The tribunal shall consist of one arbitrator to be appointed by the chairman of the SIAC for time being, upon the reference of any party at any time. The language of the arbitration shall be English.

RMS DIGITAL PTE LTD.