Effective April 15 2016
These Terms of Service (referred to herein as these “Terms of Service” or this “Agreement”) are between Songline Analytics Private Limited (“Songline”, “We”, “Us” or “Our”) and you (collectively, “Customer,” “You” or “Your”). By implementing or using the Service (as defined below) on Your application, or by using, or signing up for an account on Our Site, You agree that You are authorized to accept this Agreement on behalf of Yourself and that You are bound by this Agreement. If You are agreeing to this Agreement for use of the Service by an organization, then You are agreeing to this Agreement on behalf of that organization (and “Customer,” “You” and “Your” will refer to that organization). You must have the authority to bind that organization to this Agreement; otherwise You must not sign up for the Service. By using the Service, You are representing and warranting that You are over the age of 18, or the legal age of majority in Your jurisdiction of residence. Songline does not make the Service available to anyone under the age of 13.
If You decide to register for the Service, You must provide certain limited information about Yourself to Songline and create an account. You agree to be responsible for Your account password as well as the acts and/or omissions of any third party using the Service through Your account. You must notify Songline immediately of any unauthorized use of Your account or loss of account information. You agree to keep all account information complete, accurate and up to date (including without limitation any payment and contact information). We reserve the right to refuse the Service to any user and terminate Your account for any reason within Songline's sole discretion. By registering for the Service, Songline will provide You with limited access to the Service on a trial basis at no charge for 21 days from the date of Your registration, or such other time period (e.g. under a “Free” or “Trial” plan) as We may establish in our sole discretion (collectively Your “Free Trial”). We reserve the right to modify, cancel and/or limit the Free Trial without notice at any time.
After the Free Trial, You will either have to upgrade to an auto-renewing, paid subscription based on Your usage (a “Paid Plan”) or enter into a separate written agreement with Us for a “Business” plan, as otherwise Your access to the Service may terminate at any time (with or without notice!).
Please note that upon the end of Your Free Trial, if You do not purchase a Paid Plan, You may lose access to any data stored on the Service, and the Services that We provide.
By converting to a Paid Plan, You are agreeing to pay in advance the amount due for each subscription period based on Your usage. Each plan allows a maximum number of “Active users” who open Your application at least once in a month. Additionally, each plan comes with a numerical limit of user interactions “Events.” Our current pricing and available subscription period are available here.
By signing up for a Plan You are responsible for all fees due for the entire subscription period – even if You cancel Your subscription.
You authorize us (or a billing agent acting on Our behalf) to charge You the applicable fees using Your selected payment method. We’ll automatically bill You in advance from the date You convert to a Paid Plan based on Your usage and on each subscription renewal until cancellation. The fees set forth in this Agreement are the net amount that We must receive exclusive of any taxes and, in addition to such fees, You shall be responsible for promptly paying (to us or the appropriate taxing authority) any and all taxes, duties and tariffs, including, without limitation, sales, excise, value added, use, withholding, import/export and similar charges related to this Agreement.
ONCE YOU HAVE PURCHASED A PAID PLAN, WE WILL AUTOMATICALLY CHARGE AT THE END OF EACH SUBSCRIPTION PERIOD FOR THE NEXT SUBSCRIPTION PERIOD, UNLESS YOU CANCEL YOUR SUBSCRIPTION USING OUR SITE AND CEASE USING THE SERVICE AS SET FORTH IN SECTION 9 (Termination).
We reserve the right to charge any applicable overage fees if You exceed the maximum Events and Active Users allowed by Your Paid Plan in any one given month, or if you add in additional Reports. We may communicate with you to upgrade Yourself to such a plan, to cover such overage. In either case, You will be at this upgraded Plan (including any extra reports) for the remainder of Your subscription period, and any auto-renewals thereof (except as otherwise provided in this Agreement for downgrades).
If You upgrade Your Paid Plan level, You will immediately be charged for the increased price of the upgraded Paid Plan, prorated to reflect the remaining duration of Your subscription period, and You will be charged the full amount of the then-current rate for the new Paid Plan (and any auto-renewals thereof), as provided on Our Site.
If You desire to downgrade Your Plan level prior to the end of Your subscription period, please provide written notice to email@example.com. The Plan downgrade will take effect the first billing cycle of Your next subscription period that occurs more than thirty (30) days following Your notice to Songline. Please note that You will not receive any refunds for payments made on Your current billing cycle (or for your current subscription period). Downgrading Your Plan may cause the loss of account content, features, or capacity. Songline disclaims liability for any such loss. We may revise Service rates at any time, or impose additional fees or charges. If You are on a Paid Plan, We will do this by providing You with at least 30 days’ notice prior to the next charge (as such notice is set forth in Section 10 “Modifications to the Agreement”). Provided that if You upgrade or downgrade Your plan, You will be charged at the then-current rate. Unless otherwise expressly stated in writing, any discounts applied to a previous subscription period do not apply to a renewed subscription period, including to any automatic renewals. Your Paid Plan will remain in effect until it’s cancelled or terminated under these Terms and Conditions. If You don’t pay for Your Paid Plan on time, We reserve the right to suspend or terminate Your account. Unpaid fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Unless otherwise stated, all fees are stated in, and shall be paid in, US dollars.
Subject to the terms and conditions of these Terms of Service, during the period You have a valid subscription with Songline, Songline grants You (and You agree to comply with) a non-sublicensable, non-transferable, non-exclusive, revocable, limited license to use: the Software and certain proprietary documentation in the form generally made available by Songline to You on the Site for use with the Software (the “Documentation”), solely to connect to the Service, and solely for Your benefit and Your internal business purposes. Your use of the Service shall be subject to the applicable Service documentation and restricted pursuant to the terms and conditions of this Agreement.
As between You and Songline, Songline owns ll rights and interest to any and all patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (whether or not perfected or perfectible and whether or not now known or hereafter discovered) (“Intellectual Property Rights”) in and to the Sites and Service. Nothing in this Agreement grants You any rights whatsoever in or relating to the source code of the Software (except for examples of code that are provided by Songline in source code format). All ownership rights, title, and Intellectual Property Rights in and to the Site and Service shall remain in Songline and/or its licensors. Other than as expressly granted herein, Songline does not grant You any other rights to the Sites or Service. You agree that Songline has the right to change, modify, add to or discontinue or retire any aspect or feature of the Site or Service at any time. Songline has no obligation to give You notice of any changes. From time to time, Songline may, but is under no obligation to, release upgrades, fixes or new versions of the Service, although these upgrades may not be consistent across all platforms and devices. All such upgrades, fixes or new versions shall be considered part of the Site and Service subject to the terms of this Agreement, unless We provide different terms at the time of release. The Service may include Software which may update automatically.
By allowing the Service to be placed on Your website, application or service, You hereby grant Us a nonexclusive, irrevocable during the term of this Agreement, royalty-free license to perform, or have performed, the Service activities on such website, application or service. By using the Service and allowing the Service to be placed on Your website, application or service, You hereby grant Songline the right to include Your name or logo on Songline’s Site or other marketing and promotional efforts.
You agree not to, or to allow others to: (i) adapt, alter, modify, decompile, translate, make derivative works, disassemble, or reverse engineer the Site or Service, including without limitation, the source code and any other underlying ideas or algorithms of the Software (except to the extent applicable laws specifically prohibit such restriction or where in accordance with the API terms of service); (ii) copy the Software; (iii) transfer, sublicense, loan, sell, lease, use for timesharing or service bureau purposes, or otherwise commercially use or exploit the Service; (iv) use the Site or Service in violation of any applicable regulation or law; (v) ship, divert, trans-ship, transfer, export or re- export the Service or any component thereof into any country or use it in any manner prohibited by any export control laws, restrictions, or regulations administered by the U.S. Commerce Department’s Bureau of Export Administration, the U.S. Department of Treasury’s Office of Foreign Assets Control or any other applicable government agency, (vi) use or attempt to use the Service for competitive analysis or benchmarking of the Service, or to develop a competitive service or directly compete with the Service; (vii) to store or transfer any tortious, illegal or infringing materials, (viii) use or attempt to use the Service, or provide us with any data, in violation of any third-party rights of any kind, including without limitation any privacy, intellectual property, confidentiality or contractual rights, (ix) to transfer any viruses, worms, trojans or other items of a similarly destructive nature. Customer shall use no less than industry standard security measures with respect to its access and use of the Services and Software. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, hardware, server, software, operating system, networking, communication services, web and hosted services and platforms, and any platforms, networks, services and/or websites where it distributes and runs its services and applications, including but not limited to, Google Play (for Android), Blackberry and Apple App Store (for iOS) and all third party products and service providers that Customer requests Songline to supply with data, or from whom Customer provides Songline with data (collectively, “Third Party Platforms”). Customer shall be responsible for compliance its own and all terms of service and privacy policies with respect to the Third Party Platforms. Without limiting the foregoing, Customer agrees to comply with third party terms of service and privacy policies for services that Songline provides with data at Your request, or that you request to provide Songline with data. Songline is not responsible for any act or omissions of any Third Party Platform. Customer shall also be responsible for maintaining the security of the Third Party Platforms, its account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the account or the Third Party Platforms with or without Customer’s knowledge or consent.You agree to:
“Confidential Information” means: (a) the Service (Including the Software and Documentation); and (b) any Songline business or technical information that is disclosed to You in connection with this Agreement, including, but not limited to, any information relating to Songline’s plans, designs, costs, prices, finances, marketing plans, business opportunities, personnel or research and development. You will maintain all Confidential Information in strict confidence and will not disclose Confidential Information to any third party. You will not use Confidential Information, except as necessary for Your performance of this Agreement. The parties agree that any material breach of this Section (Confidentiality) will cause irreparable injury and that injunctive r8.
Our Services enable You to collect data (“Customer User Data”) about how Your customers and other users (Your “Users”) use and interact with Your services and applications on which You have integrated Our Service (including without limitation User name, postal address, e-mail address, IP address and phone number). We enable You to specify the Customer User Data that You collect, and pass that data into the Songline Service, and to and from a variety of third-party tools and services. Songline may store Customer User Data in connection with the Service. As between Customer and Songline, Customer shall retain all right, title and interest in and to the Customer User Data. Customer will be responsible for the accuracy, quality and legality of Customer User Data and the means by which Customer acquired the Customer User Data. We collect, store, and use Your Customer User Data on Our servers to provide You with the Service. Our Service transfers data to servers that store User data in the U.S. and outside the U.S. We only share User information as You direct and with others under special circumstances as follows:
TO THE FULLEST EXTENT ALLOWED BY LAW, THE SERVICE AND SITE ARE PROVIDED BY Songline AND ITS LICENSORS “AS IS” AND “AS AVAILABLE” AND Songline MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT TO THE FULLEST EXTENT ALLOWED BY LAW, YOU ASSUME ALL RISK FOR YOUR USE OF THE SERVICE AND SITE, INCLUDING WITHOUT LIMITATION ANY HARM CAUSED BY VIRUSES, WORKS, OR OTHER DAMAGING MATERIALS. IN NO EVENT DOES Songline GUARANTEE ANY RESULTS, INCREASED TRAFFIC OR USER ENGAGEMENT FOR YOU. Songline DOES NOT WARRANT THAT THE SERVICE OR SITE, OR ANY PORTION THEREOF, ARE ACCURATE, ERROR OR BUG FREE, THAT YOUR USE OF THE SERVICE OR SITE WILL BE UNINTERRUPTED, OR THAT THE SERVICE’S OR SITE’S OPERATION WILL NOT NEGATIVELY AFFECT OTHER SOFTWARE OR HARDWARE. THIS SECTION APPLIES TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. THE SERVICE IS OFFERED BY Songline FROM ITS FACILITIES IN SINGAPORE. Songline MAKES NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE SERVICE FROM JURISDICTIONS OUTSIDE SINGAPORE ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Songline AND/OR ITS LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE (i) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RELATED TO OR ARISING FROM YOUR USE, MISUSE, OR INABILITY TO USE THE SERVICE OR SITE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR USE OF THE SERVICE OR SITE, ADVERTISEMENTS, UNAUTHORIZED ACCESS TO OUR SERVERS, SERVER UNAVAILABILITY, AND ANY PERSONAL INFORMATION STORED THEREIN, HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED, TO CONTRACT OR TORT AND WHETHER OR NOT Songline WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE ; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR DESTRUCTIVE PROPERTIES OF THE SERVICE. IN NO EVENT SHALL Songline’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL SUM OF MONIES PAID FROM YOU TO US AS CONSIDERATION FOR USE OF THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS Songline ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL DEMANDS, LIABILITIES, LOSSES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY’S FEES, ARISING OUT OF OR RELATING TO (A) YOUR USE OF THE SERVICE, SITE, OR THIRD PARTY PLATFORM, INCLUDING WITHOUT LIMITATION THE SERVICES FROM WHOM WE RECEIVE OR INSTRUCTIONS AT YOUR REQUEST, INCLUDING WITHOUT LIMITATION THAT ANY CLAIM THAT ANY OF THE FOREGOING VIOLATES ANY THIRD PARTY RIGHT, (B) SERVICES, PRODUCTS, INFORMATION, DATA, PROCESSING INSTRUCTIONS OR CONTENT YOU SUBMITTED OR USED IN CONNECTION WITH THE SERVICE, OR (C) ANY ACTUAL OR ALLEGED NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, MANIPULATION, OR BREACH OF THIS AGREEMENT, BY YOU. YOU WILL NOT ENTER INTO ANY SETTLEMENT OF, OR AGREEMENT RELATED TO, ANY MATTER COVERED BY THIS SECTION WITHOUT FIRST OBTAINING Songline’S WRITTEN CONSENT. Songline RESERVES THE RIGHT, AT ITS OWN EXPENSE AND IN ITS SOLE DISCRETION, TO PARTICIPATE IN ANY DEFENSE, AND TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL FULLY COOPERATE WITH Songline IN SUCH DEFENSE.
Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (a) by obtaining Our written consent in an agreement signed by an officer of Songline; or (b) as set forth below in the immediately following paragraph. You agree that Songline may modify the terms of this Agreement from time to time, and that Your right to access the Service is conditioned on an ongoing basis with Your compliance with the then-current version of this Agreement. We will notify You when We make material revisions or modifications to the Agreement by (x) posting a notice or new version of this Agreement on the Songline Site, or (y) providing direct notice in a communication to Your customer account (if You have one), or otherwise in some manner through the Service that We deem reasonably likely to reach You (which may be by posting to this Site or on Our blog). The modifications will be effective upon posting (unless otherwise indicated at the time of posting). By continuing to use the Services or Site following the posting of this Agreement, You consent to the revised or modified terms of this Agreement.
If You have any questions or concerns about Our Terms of Service, please feel free to contact us. email us! You can also contact us via postal service at the following address.
Songline Analytics Private Limited
19 Chestnut Gardens