TERMS OF SERVICE

By using our proprietary platform, tools and/or dashboard (“Products”) and/or services, you agree to our Terms and Conditions (T&Cs) below for accessing the platform and/or availing our services.

Responsibility of the User

By using our platform and/or services, you, the User, represent and warrant that you are over the age of 18 and of sound mind capable of contracting as understood under the applicable provisions of law and have the right, authority, and capacity to accept these T&Cs and to abide by the same. In addition you warrant that you are not a person barred from receiving services under the laws of Republic of Singapore or any other applicable jurisdiction.

Ownership of Intellectual Property Rights

You acknowledge and agree that the content of this website and the Products have been created by the Company and all rights including intellectual property rights, title and interest in the same vests with the Company. All trademarks, service marks, and logos used on this website are the trademarks, service marks or logos of the Company or permitted by the proprietors of the said trademarks, service marks, or logos for display on the website.

You agree that you acquire no ownership, title, right or interest of any kind on the Company’s proprietary Products and any other intellectual property. You shall not use the Company’s names, logos, trademarks, Products and any other works of authorship without the Company’s prior written consent. You shall not copy any information or content provided on this website to any other website or similar forums as your content or otherwise.

Our warranties and disclaimer

The Company licenses the proprietary Products and its associated services on an "as is" and "as available" basis.

To the fullest extent permissible under applicable law, the Company hereby disclaims all representations and warranties, express, implied or statutory, including, without limitation, all warranties of title, non-infringement, and all representations and warranties relating (a) to the adequacy, timeliness, accuracy or completeness of any Information on the Website, (b) that your use of the website and our Products will be uninterrupted, error-free, or secure, (c) to any errors or defects of Products will be corrected, (d) the website or the servers on which the website is hosted are free of viruses or other harmful components, (e) the services provided by the Company will meet your requirements, (f) the quality of any Products, services, information, or other material sourced or obtained by you or created by you through the Products and its associated services will meet your expectations (g) the results that may be obtained from the use of Products licensed to you shall be accurate or reliable and/or (h) merchantability and fitness of the Products for a particular purpose.

Your use of the Company’s proprietary Products and the associated services will be at your sole risk. You assume total responsibility and risk for your use of, or reliance on, the website and any information or services provided on the website. Company shall not be liable for any damage to your computer system or loss of data that may result from the download of any material from this website and any loss or damage of any kind including a loss of property or otherwise. No advice or information obtained by you from the web site shall create any warranty not expressly stated in the terms and conditions.

Your content in our services

Our services allow you to upload, submit, store, send or receive content. You retain ownership of any intellectual property rights that you hold in that content. All such content provided or developed by you under these T&C’s is, and at all times will remain, the exclusive property of yours or its respective owners, and no provision of these T&C’s affect any transfer to the Company of any ownership interest therein.

Using our services
1. License Grant

1.1. A license of the Company’s Product/s Bonzai Studio — a web based platform to create advertisements available at the Company’s website (“Website”), are subject to the license terms and conditions listed below.

1.2. The Company grants you a non-assignable, non-transferable and non-exclusive license on a single computer to use Bonzai Studio commercially to create campaign creative, generate a tag and publish the same.

1.3. This license is perpetual from the date of this Agreement.

1.4. This license is provided for the license fees stated in the Customer Agreement.

1.5. You agree to use the Products solely for the purpose stated in 1.2 above and not to copy, distribute, reverse engineer, broadcast or re-broadcast, reproduce, retransmit, disseminate, sell, republish, post, circulate, or commercially exploit the Information available in any manner without the express written consent of the Company, nor to use the Products for any unlawful purpose. Further, you shall not hack, spoof, spam, use robots or spiders or scripts, generate any code containing viruses, spyware, Trojan horses, worms, time bombs or like code, code that self-replicates, code that enables pop up marketing or gatoring, code that tracks use for any person or thing including yourself, or any harmful or deleterious programming routines or otherwise interfere with any such material or damages or causes to damage any computer, computer system, computer network, data, computer database or any other programmes in such computer. You agree to access the Products manually by request and not programmatically by macro or other automated means, and to view the Information only as displayed on your terminal screen and not attempt to upload, intercept, extract or otherwise collect and/or record the Information through any technological means. You shall not download, copy, extract any data, computer database, information from such computer, computer system or computer network including information or data held or stored in any removable storage medium.

2. Registration and Subscription

In consideration of your use of the Products, you agree to: (a) provide true, accurate, updated and complete information about yourself as required for registering as a user and (b) maintain and promptly update the personal information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not updated or incomplete or the Company has a reasonable ground to suspect that such information is untrue, inaccurate, not updated or incomplete, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Products (or any portion thereof). The Company is concerned about the safety and privacy of all its users and shall protect the personal information as per reasonable standards and procedures. Please read and accept our Privacy Policy in this regard.

3. Password and Security

3.1. Upon registration for licensing the Products, you will receive a user name and password. This user name and password will be provided to you on the receipt of list of authorized names that shall access the account on your behalf. Any person other than the authorized persons shall not access the account on your behalf. Any additional names of authorized persons shall be informed to the Company in writing before such person shall access the account. If you engage the services of an external agency, the prior written consent of the Company is required for such agency and each of the individuals authorized by the agency to act on their behalf. If this procedure is not followed, the Company may block your account for misuse. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account.

3.2. The Company is not responsible in any manner whatsoever for any misuse or use of your user name and/or password. Notwithstanding anything stated herein, you shall be liable to the Company for a breach of any of these T’s & C’s committed by your employee/s or any individual/s of an external agency (if any) so engaged by you.

4. User Conduct

4.1. You understand that all images, information, data, text, software, graphics, video, messages or other content, whether publicly posted or privately transmitted, are the sole responsibility of the person from which such content originated. This means that you, and not the Company, are entirely responsible for all content that you use, post, mail, transmit or otherwise make available via the Products. The Company does not control the content you use and as such, does not guarantee the accuracy, integrity or quality of such content. Under no circumstances will the Company be liable in any way for any content, including, but not limited to, for any errors or omissions in the Products, or for any loss or damage of any kind incurred as a result of the use of any Products.

4.2. You agree not to use the Product/s or host, display, upload, modify, publish, transmit, update or share information that: (i) belongs to another person and to which the user does not have any right to; (ii) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, threatening, abusive, harassing, vulgar, tort, invasive of another’s privacy, hateful or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling or gambling, or otherwise unlawful in any manner whatsoever; (iii) harms minors in any way; (iv) infringes any patent, trademark, trade secret, copyright or other proprietary rights of the Company or any third party; (v) threatens the unity, integrity, defense, security or sovereignty of Republic of Singapore (or any other country), friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or prevents investigation of any offence or is insulting to any nation; (vi) impersonates any person or entity, including, but not limited to the Company, its officials, directors, employees, or falsely state or otherwise misrepresents your affiliation with a person or entity; (vii) forges headers or otherwise manipulates identifiers in order to disguise the origin of any content transmitted through the Website; (viii) you do not have a right to make available under any law or under contractual or fiduciary duty/relationships; (ix) is unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (x) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xi) interferes with or disrupts the Website or servers or networks connected to the Website, or disobeys any requirements, procedures, policies or regulations of networks connected to the Website; (xii) edits images and other content in such a manner to replace identities of persons with others wrongfully, illegally and without their consent; (xiii) intentionally or unintentionally violates any applicable local, state, national or international law, any rules of any national or other securities exchange, and any regulations having the force of law; (xiv) collects or stores personal data about other users; (xv) belongs to any person(s) without their knowledge or consent; (xvi) violates any law for the time being in force; and (xvii) will enable reproduction, duplication, copying, selling, trading, reselling or exploitation for any commercial purposes, any portion of the Website, use of the Website or access to it.

4.3. You will not by yourself or through any third party copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the licensed Product/s. You agree not to modify the Products in any manner or form or to use modified versions of the same, including and without limitation for the purpose of obtaining unauthorized access to the Products after the expiry of the license. You agree not to access the Website by any means other than in accordance with the instructions provided by the Company for accessing the Website. 4.4. Where appropriate we will provide all users with opt-out pixel functionality information, in accordance with our Privacy Policy found at https://bonzai.co/privacypolicy.html.

5. Disclaimer of Damages and Limitation of Liability

5.1 You expressly understand and agree that the Company shall not be responsible or liable for any direct, indirect, incidental, special, consequential, exemplary, punitive or other losses or damages, or for any damages pertaining to loss of profits or business, loss of goodwill or reputation, loss of use or data or other intangible damages or losses, even if such party has been advised of the possibility of such damages, under any usage, contract, tort including, without limitation, negligence and strict liability or other legal theory, howsoever caused, arising out of or relating to (i) the use of the Product/s and/or any information or content contained on the Website, or any errors or omissions therein, or your use of, or inability to use, or reliance on, the Products or services provided through the Website; (ii) the failure of Bonzai Studio in any manner whatsoever; (iii) the cost of procurement of substitute services resulting from any data, information or services purchased or obtained or messages received or transactions entered into through or from the Website; (iv) unauthorized access to or alteration of your transmissions or data; (vi) uploading of content or (vii) any other matter relating to the Product/s.

5.2 Your sole remedy for dissatisfaction with the licensed Product/s is to stop using the Website. In the event that the foregoing disclaimer of liability is held to be invalid or unenforceable, you agree that the maximum cumulative aggregate liability of the Company to you for all damages, losses, and causes of action whether in contract, tort including and without limitation negligence and strict liability, or otherwise at any time shall be $100 (USD One hundred).

6. Indemnity

You expressly agree that you shall indemnify, defend and hold harmless the Company from and against any and all third party claims, allegations, demands, liabilities, losses, damages, awards, judgments or settlements, including all reasonable costs and expenses related thereto including legal fees, that may be asserted, granted, imposed or brought against the Company for: (i) infringement or alleged infringement of any rights in and to registered or pending patents, trademarks service marks, design rights, copyright, rights to extract or re-utilize data from a database or other database rights, confidential information and any other industrial or commercial property right whatsoever, whether existing now or in the future of any third party owing to any images, information, data, text, software, graphics, video, messages or other content used, posted, uploaded or transmitted by you on or via the Website; (ii) use or misuse of the Products and associated services of Bonzai Studio as a User or otherwise; (iii) breach of any of the terms and conditions contained herein by you or your representative; (iv) any representation and warranty by you being false and misleading in any manner whatsoever; and (v) Any offence committed by you in any manner whatsoever and under all applicable laws.

7. Privacy

The Company’s policy with respect to the collection and use of your personal information and registration data is set forth in the Company’s Privacy Policy. For more information please click here https://bonzai.co/privacy-policy.html.

8. Termination

8.1 These T’s & C’s shall terminate upon the expiry of the license.

8.2 The Company shall have the right to terminate this license at any time in its sole discretion, without the requirement of written notification and without any consequences as to loss or liability to you.

8.3 Upon termination of this license, each party shall cease use of any of the other party’s content or materials provided hereunder, information, content, which shall be either promptly returned or destroyed. The terms of this license that by their nature should survive termination shall so survive.

9. Miscellaneous:

Each party acknowledges and agrees that any and all information emanating from such party’s business, in any form, including but not limited to information relating to the disclosing party’s past, present or future research, development or business activities, the specifications, designs, documents, correspondence, software, documentation, data and other materials and work products provided to the other party in the course of performing the Services is “Confidential and Proprietary Information.” Each party agrees that it will not, during or after the term of these T’s & C’s and for a period of 18 (eighteen) months thereafter (save for where such Confidential and Proprietary Information includes a trade secret of the other party, in which case, the obligation to maintain confidentiality will be until such Confidential and Proprietary Information is no longer a trade secret), permit the duplication or disclosure of any such Confidential and Proprietary Information to any person (other than an employee, agent or representative of the other party who needs such information for the performance of the obligations hereunder and/ or who is bound by confidentiality obligations that are at least as stringent as contained herein), unless such duplication, use or disclosure is specifically authorized by the disclosing party in writing. “Confidential and Proprietary Information” is not meant to include any information which (a) is publicly available prior to these T’s & C’s or is made publicly available by the disclosing party without restriction; (b) is rightfully received by the receiving party from third parties without accompanying secrecy obligations; (c) is already in the receiving party’s possession and was lawfully received from sources other than the disclosing party; or (d) is independently developed by the receiving party. Each party acknowledges and agrees that, in the event of a breach or threatened breach of any provision of this section, such party may have no adequate remedy in damages and, accordingly, is entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

Nothing in this T’s & C’s shall be deemed to create a partnership or joint venture between the parties and neither you nor the Company shall hold itself out as the agent of the other. The Company and you shall be independent contractors only.

These T’s & C’s shall be governed by and construed in accordance with Singapore laws, without regard to conflict of laws provisions. You hereby irrevocably consent to the exclusive jurisdiction of Singapore courts for all disputes arising out of or relating to the use of the tools, platform, dashboard and/or its associated services.

If any provision of this T’s & C’s is found to be unlawful, void or unenforceable, then that provision shall be deemed severable from this T’s & C’s and shall not affect the validity and enforceability of any remaining provisions. This T’s & C’s shall not be assignable or transferable by you except with the Company’s prior written consent. No waiver by the Company of any breach, default or condition hereunder shall be deemed to be a waiver of any other preceding or subsequent breach, default or condition. The Company will not be liable for any failure to perform due to unforeseen circumstances or causes beyond the Company’s reasonable control, including acts of God, war, government intervention, riot, embargoes, acts of civil or military authorities, earthquakes, hacker attacks, fire, flood, accident, strikes, and the inability to secure transportation, facilities, fuel, energy, third party services, labor or materials. Any heading, caption or section title contained in this T’s & C’s is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. This T’s & C’s, together with the Privacy Policy at https://bonzai.co/privacypolicy.html, constitutes the entire agreement between you and the Company relating to the subject matter herein and supersedes any or all prior or contemporaneous written or oral agreements.

You certify that you have read and understood the above T&Cs and that you agree to be bound by these T&Cs and the Company’s Privacy Policy.

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