TERMS OF SERVICE
These Terms of Service (“Agreement“) govern the access to and use of the suite of website tracking and management tools, including any documentation, data or other content made available to you (“Services”) located at www.datanoodle.com (“Website”) and are a legally binding agreement between the user or subscriber of the Services (“User” or “you“) and DataNoodle Pte Ltd, a Singapore corporation with its principal place of business at 160 Robinson Rd, #14-04 SBF Center, Singapore 068914 (“DataNoodle“, “we” or “us“). By registering for the Services or by accessing or using the Services or Website, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not use the Services. You acknowledge that this Agreement is a contract between you and DataNoodle, even though it is electronic and is not physically signed by you, and it governs your use of the Services.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT REGISTER FOR OR USE THE SERVICES.
1. SERVICES REGISTRATION
1.1 Users. You can visit the Website in a (non-registered) visitor capacity; provided, to use the Services, you must register as a User. As an unpaid User, you will have access only to certain limited functionality within the Services that DataNoodle elects to make available on an unpaid trial or free basis (“Unpaid Services”). Where we offer Unpaid Services to you as a beta version of our Services, a pre-release of future features and functionalities, or otherwise as trial use, your use of the Unpaid Services is subject to additional terms and conditions that we may specify and shall continue for such duration as we permit. We may modify or terminate your right to Unpaid Services at any time and for any reason in our sole discretion, without liability to you. Any pre-release or beta versions may not be made generally available, and we are under no obligation to continue supporting any part of the Unpaid Services. If you decide to become a paid User, you further agree that your registration for Paid Services is not contingent on the delivery of any future functionality or features that we may have made available as a pre-release or beta version.
As a paid User, you will have access to certain additional features and functionalities, which may include, without limitation, reporting and the ability to save your preferences and other settings (“Paid Services”). The nature and extent of the Paid Services will differ depending on the specific subscription or service plan, tier or package (“Subscription Plan”) you have registered and paid for. More information regarding the various Subscription Plans can be found on the Website.
1.2 Registration. To register as a User of Unpaid Services or Paid Services, you must create a user account (“User Account”) by following the registration procedures and instructions set forth on the Website. There is no cost to create the User Account. However, to access the functionality within the Paid Services, you will be required to provide billing details. Each User Account is intended and designed for use by an individual User, unless otherwise stated in your Subscription Plan. If your Subscription Plan includes multiple Users (“Authorized Users”), you may give access to your User Account only to that number of Authorized Users as specified in your Subscription Plan, provided that each Authorized User agrees to comply with this Agreement. As a User of Paid Services, you can add Authorized Users to your User Account by sending a request via email to email@example.com or through your User Account and paying the applicable fees for the additional Authorized Users as described on the Website. If DataNoodle detects repeated accesses to the same User Account from various locations, devices, IP addresses in excess of the limits covered by your Subscription Plan, DataNoodle may immediately suspend or terminate such User Account in its sole discretion. Except as permitted by DataNoodle,User Accounts are not transferable.
1.3 User Responsibilities. You are solely responsible for: (a) your and each Authorized User’s compliance with the terms of this Agreement; (b) maintaining accurate account information at all times, including a valid email address and billing information, if applicable, and updating such information as necessary; and (c) obtaining, maintaining and supporting at your own expense all hardware, software and services necessary to access the Services, including, but not limited to, internet service providers, telecommunications providers, web browsers. You are also responsible for maintaining the security of all of your User Accounts, including, but not limited to, your User login, password, and for all activity occurring under your User Accounts.
2. LICENCE TO USE
2.1 Right to Use Services. Subject to the terms and conditions of this Agreement, DataNoodle hereby grants you a non-exclusive and non-transferable right to access and use the Services and the Website, including any data or content made available to you via the Services or the Website, solely for your own internal business purposes in accordance with this Agreement and the limitations of the Subscription Plan that you select at the time of registration as a paid User. You represent and warrant that: (a) all registration information you submit is truthful and complete; (b) you will maintain the accuracy of such information; (c) you are at least 18 years of age and have the capacity and authority to enter into this Agreement; and (d) your use of the Services does not and will not violate any applicable law or regulation. If you are under 18, you may not register or attempt to register for the Services.
2.2 Restrictions. You may not, directly or indirectly: (a) sublicense, resell, rent, lease, transfer, assign, distribute, disclose or otherwise commercially exploit or make the Services or any portion thereof available to any third party; (b) use the Services for any purpose or in any manner that is unlawful (including without limitation in violation of any data, privacy, anti-bribery or export control laws) or is prohibited by this Agreement; (c) reverse engineer, decompile, disassemble, read or attempt to read or derive the source code of the Services or the software, ideas, knowhow or algorithms underlying the Services (except as permitted by law); (d) modify, translate, or create derivative works based on the Services; (e) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (f) work around any technical limitations in the Services; (g) remove any proprietary notices or labels; (h) interfere or attempt to interfere with or disrupt the integrity, security, functionality or performance of the Services or its components; (i) use the Services in any manner that damages or impairs the Website or interferes with any other party’s use of the Services; (j) modify, reproduce, translate, adapt, create or attempt to create any derivative works of the Services; (k) access the Services if you are a competitor of ours or use the Services to build a similar or competitive work; (l) hack or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; (m) publicly communicate information regarding the quality, timeliness or performance of Services; (n) use or launch any automated system, including, “robots,” “spiders,” or “offline readers”, that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (o) assist or encourage any third party to do any of the foregoing; (p) create any frames at any other websites pertaining to or using any of the content or data provided through the Services; or (q) engage in any activity that causes or is likely to cause DataNoodle to be liable (whether by law or otherwise) for having made any data or content available to you, or otherwise for your use or such data or content obtained through the Services.
2.3 Monitoring. DataNoodle may monitor and, if we deem it necessary, suspend your use of the Services to ensure compliance with the terms of the Agreement. You acknowledge that the Services include data or content extracted from publicly available websites that are subject to copyright and other laws. We may immediately suspend your use of the Services if we are contacted by the source, website, target or repository which we have extracted data or content from, and we are asked to cease making such data or content to all Users.
2.5 Geographical Restrictions. We reserve the right, but are not obligated, to limit the Services by geographic region or jurisdiction on a case-by-case basis.
3. Subscription – General
3.3 To the extent that your use of the Subscription requires the use of any third party terms and conditions, you may be required to accept these as a condition of your use of the Subscription. DataNoodle shall use commercially reasonable efforts to notify you of any such terms and conditions upon the commencement of this Agreement. If such terms and conditions are applicable, you must agree to them prior to accessing or using the Subscription.
3.6 DataNoodle may, in its absolute discretion, update or vary the content or functionality of the Services at any time during the term of this Agreement.
3. FEES AND PAYMENT
3.1 Fees. Users of Paid Services will be charged the fees set forth in the relevant Subscription Plan or as otherwise agreed with DataNoodle in a written ordering document signed by DataNoodle and you (the “Fees“). You agree to pay the Fees monthly or annually in advance according to your Subscription Plan, or as otherwise agreed between you and us, by credit card or another payment method accepted on the Website. You can access the details of your Subscription Plan, including any prepaid amounts, by accessing your User Account. Any bank fees and charges shall be borne solely by you. Except as otherwise set forth in our Cancellation and Refund Policy located at www.datanoodle.com/refunds-cancellation (“Cancellation Policy“), all payment obligations are non-cancellable and all Fees paid are non-refundable. If you demonstrate a pattern of repeated registrations for paid Services followed by cancellation and request for refund, we may, in our sole discretion, withhold further registrations and/or refuse further refund.
3.2 Taxes. All Fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services, other than taxes based upon our gross revenues or net income.
3.3 Change in Fees. We reserve the right to monitor the number of Users using your User Account. You agree to pay the additional Fees if you exceed the limits of your Subscription Plan. You also agree to pay the Fees applicable to any additional Services you add or any changes you make to your Subscription Plan during your subscription term. Such additional Fees will become effective as of the date of such addition or change and may not be decreased during the term of your Subscription Plan. If you are a User of Paid Services, we may change the Fees and introduce new charges applicable to your use of the Services, which (unless otherwise agreed in writing with DataNoodle) will become effective as of the first day of the renewal of your subscription term. We may increase the Fees upon notice if we make changes in the Services at your request.
3.4 Other Services. If we agree to provide any services that are outside the scope of the Services or your Subscription Plan, such services shall be provided at DataNoodle’s then-current man-day rates.
4. OWNERSHIP AND INTELLECTUAL PROPERTY
4.1 Proprietary Rights. You agree that all rights, title, and interest in and to the Website, Services, the technology underlying each of them, any content or data made available as part of the Services, all modifications and any work product we create relating thereto, and all intellectual property rights in each of the foregoing, including, without limitation, patent, copyright, trademark, database rights, moral rights, rights in know-how and trade secrets (and any licenses in connection with any of them) throughout the world, whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, are and will remain the sole and exclusive property of DataNoodle, its licensors or affiliates. Except for access to the Services, no other rights are granted to you with respect to the Website or Services. DataNoodle reserves all rights not expressly granted in this Agreement.
4.2 Feedback. If you provide any feedback, comments, and suggestions (“Feedback”) to us regarding the Services, we shall be entitled to use the Feedback for any purpose without notice, restriction or remuneration of any kind to you or your Authorised Users. You hereby grant to us a non-exclusive, perpetual, irrevocable, royalty free, worldwide licence (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback without restriction.
5. TERM; TERMINATION
5.1 Term. Unless otherwise stated by DataNoodle in writing, this Agreement starts from the first day you register as a User and remains in effect for as long as you access or use the Services or the Website.
5.2 Subscription Term and Renewal. If you are a Paid User, your initial subscription term will be specified in your Subscription Plan and, unless otherwise agreed by DataNoodle in writing, your Subscription Plan will automatically renew for the same period on the then-current terms. You may prevent renewal of the subscription by cancelling your User Account via the Website or sending us a notice of non-renewal to firstname.lastname@example.org at least 30 days before the last day of your then-current subscription term.
5.3 Subscription Cancellation by You. You may cancel your Subscription Plan at any time according to the terms of our Cancellation Policy via your User Account via the Website or sending written notice of cancellation to email@example.com and providing the information requested in the Cancellation Policy. Cancellation of your Subscription Plan shall take effect at the end of your pre-paid subscription period; cancellations of Subscription Plans shall take effect within 7 days of receipt of your request including the required information in accordance with the Cancellation Policy. Except as otherwise set forth in the Cancellation Policy, cancellation does not entitle you to a refund of any prepaid or unused Fees and you agree to promptly pay all unpaid Fees due through the end of the applicable subscription period.
5.4 Termination for Cause. We may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such notice period, or (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement immediately with notice if we suspect your continued use . If you terminate this Agreement for cause, we will promptly refund any prepaid but unused Fees covering use of the Services after the effective date of termination. If we terminate this Agreement for cause, you will promptly pay all unpaid Fees due through the end of the applicable subscription term and no refund shall be due to you.
6. WARRANTY DISCLAIMER & LIMITATION OF LIABILITY
6.1 Disclaimer. EXCEPT WHERE PROHIBITED BY LAW, THE SERVICES AND THE WEBSITE ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES OR THE WEBSITE (A) WILL MEET YOUR REQUIREMENTS OR NEEDS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS; OR (D) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. WE FURTHER MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT ON ANY SITES TO WHICH THE WEBSITE OR SERVICES ARE LINKED.
6.2 Limitation of Liability. With the exception of any indemnification obligations stated herein, in no event will either party and its respective affiliates, officers, directors, employees, or agents be liable for any indirect, incidental, special, punitive, or consequential damages or loss of profits, revenue, data or business opportunities arising out of or related to this Agreement, whether an action is in contract or tort and regardless of the theory of liability whatsoever arising from or related to either this Agreement or use of the Services or the Website. Subject to the foregoing, our total liability to you in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Fees paid in the six (6) months immediately prior to the event giving rise to such losses.
7.1 Indemnification You agree to defend, indemnify and hold harmless DataNoodle and its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from (a) your breach or other violation of this Agreement, (b) your data, (c) your use of and access to the Services and the Website (including any text you insert in any freeform text box or field), or (d) your violation of applicable law or any third party right, including without limitation any privacy, intellectual property or other proprietary right. This defence and indemnification obligation will survive the termination of this Agreement and your use of the Services and the Website. DataNoodle reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting DataNoodle’s defense of such matter.
8. GENERAL PROVISIONS
8.2 Assignment. You may not assign or transfer this Agreement, or rights or obligations under it, without our prior written consent. We may assign this Agreement, in whole or in part, without restriction. Any assignment or transfer in violation of the foregoing shall be deemed void and of no effect. In addition, we may allow our contractors and service providers to exercise our rights or execute our obligations on our behalf or for us under this Agreement, in which case we will remain primarily responsible for their compliance with this Agreement. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
8.3 Force Majeure. We shall not be liable for failure or delay of performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, third party equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
8.4 Governing Law and Jurisdiction. This Agreement is governed by the laws of Singapore and we both irrevocably agree that the courts of Singapore have exclusive jurisdiction in relation to any dispute, claim or proceeding arising out of or in connection with this Agreement (including its formation or subject matter).
8.5 Notices. Notices to you shall be given to the email address on file associated with your account. To change the email address on file in your account, you must notify DataNoodle at firstname.lastname@example.org. You agree to receive communications from us in an electronic form. All notices to you will be deemed received when sent. We may, but are not obligated to, provide communications in paper format. Notices to us shall be given to email@example.com
8.7 Changes. We may change the terms of this Agreement from time to time by posting the updated Agreement on the Website. You are responsible at all times for checking the Website for the most current version of this Agreement. The updated Agreement will become effective immediately after we post the updated text on the Website. If you use the Services after such date, your continued use will constitute acceptance of the revised terms and conditions in the updated Agreement. We also reserve the right to modify the Services from time to time in our sole discretion. If any change to this Agreement is not acceptable to you, or if any change we make to the Services is a material reduction in functionality, you may, as your sole remedy for such change, stop using the Services and send a cancellation request email to mail@DataNoodle.com.
8.8 Languages. You agree that this Agreement is written in the English language and that the English language version of this Agreement and any related document (including notices) shall prevail. Notwithstanding the foregoing, if you are located in a country whose laws require that contracts be in the local language in order to be enforceable, then the version of this Agreement that governs is the local language version that is produced by DataNoodle within a reasonable time following your written request to us.
8.9 No Waiver. No failure or delay by DataNoodle to exercise any right or remedy will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
8.10 Severability. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, this shall not impair the operation of this Agreement or affect the other provisions which are valid.
8.11 Third Party Rights. This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 2001 or otherwise.
8.12 Aggregated and Anonymised Data. During and after the term of this Agreement, DataNoodle may use your non-personally identifiable data within the Services for purposes of Services or Website enhancement, aggregated statistical analysis, technical support and other business purposes. Such data is gathered in an aggregate and anonymous manner. You agree that we may use and publish such data, provided that it does not identify you.