Terms & Conditions

Last updated: Jan/2020
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1.        SAAS SERVICES AND SUPPORT

‍1.1    Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide the Customer theServices in accordance with the Service Level Terms attached hereto as Exhibit A. As part of the registration process, the Customer will identify an administrative user name and password for the Customer’s company account. The Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2   Subject to the terms herein, the Company will provide the Customer with reasonable technical support services in accordance with the terms set forth in Exhibit B.

1.3   The Company reserves the right to change this Agreement at anytime, which will be effective when posted on https://epsilo.io or when the Customer is reasonably notified by other means. If the Customer does not wish to be bound by such change, the Customer may discontinue using and terminate the Company’s service before the change becomes effective. TheCustomer's continued use of the Company’s service after the change becomes effective, indicates agreement to the change. We strongly advise all customers to check https://epsilo.io and/or the Agreement on a regular basis to ensure they understand all the terms and conditions governing the use of the Company's services.

1.4   The Company shall endeavour to use reasonable efforts to inform the Customers in the event of any changes in the terms of this Agreement.

1.5   From time to time, the Company may offer to provide the Customer such training, technical support or professional, or other services (collectively “Other Services”). These Other Services shall be subject to this Agreement and/or such additional terms and conditions as the Company shall notify to the Customer in writing.

‍2.        RESTRICTIONS AND RESPONSIBILITIES

‍2.1   The Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by the Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
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2.2    The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without the Customer’s knowledge or consent.

‍3.        CONFIDENTIALITY; PROPRIETARY RIGHTS

‍3.1     Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business(hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of theCompany includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect suchProprietary Information, and (ii) not to use (except in performance of theServices or as otherwise permitted herein) or divulge to any third party any such Proprietary Information. The Disclosing Party further agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public; or(b) was in its possession or known by it prior to receipt from the Disclosing Party; or  (c) was rightfully disclosed to it without restriction by a third party; or(d) was independently developed without use of any Proprietary Information of the Disclosing Party; or(e) is required to be disclosed by law.

3.2      The Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services.

3.3      Notwithstanding anything to the contrary, theCompany shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of theServices and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and theCompany will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, (ii) disclose such data solely in aggregate or other de-identified form in connection with its business, and (iii) transferring such data to third party service providers who provide services for the purpose listed in 3.3(i). No rights or licenses are granted except as expressly set forth herein.

‍4.        PAYMENT OF FEES

‍4.1   The Customer will pay the Company the applicable fees described in the Order Form, or otherwise agreed between the Parties in writing (per the notice requirement in this Agreement) subsequent to the Order Form, for the Services andImplementation Services in accordance with the terms therein (the “Fees”). If the Customer’s use of theServices exceeds the allocated service capacity set forth in the Order Form. The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term (as defined in the Order Form) or then-current renewal term, upon thirty (30) days prior notice to the Customer (which may be sent by email). If the Customer believes that the Company has billed the Customer incorrectly, the Customer must contact the Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, failing which the amount billed shall be deemed correct and the Customer shall not be entitled to dispute the same or bring any action or proceedings against the Company in respect thereof. Inquiries should be directed to the Company’s customer support department.

4.1A  For the avoidance of doubt, where the Customer’s term has been automatically renewed pursuant to Clause 7.1 below and the Fees for the renewal term has already been paid in full, the Customer will not be required to pay for the difference in Fees in the event of a Fee increase.

4.2   TheCompany may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company within thirty (30) days from the mailing date of the invoice. Unpaid amounts 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 and may result in the immediate termination of the Services provided. The Customer shall be responsible for all taxes associated with the Services other than Singapore taxes.5.        

THIRD PARTY SUPPLIER

‍5.1   The Customer acknowledges that the Services may include or comprise content, materials and/or features provided by Third Party Suppliers which the Customer has a direct business relationship with (each a “Third Party Feature”). Notwithstanding this Agreement, the availability of Third Party Features to the Customer may be subject to terms and conditions imposed on the Customer by Third Party Suppliers (“Third Party T&Cs”) directly, which may differ from this Agreement. The Customer may add these Third Party Features to the Services only upon accepting the applicable Third Party T&Cs. By accessing and using the Third Party Features, the Customer is deemed to have agreed to be bound by the latest version of the Third Party T&Cs then in force. The Customer shall be responsible for complying and shall take reasonable steps in ensuring that its users have agreed to comply with such additional terms and conditions.

5.2   The Company shall not be responsible for any Third Party Features, including but not limited to the accuracy, completeness, reliability, availability or security thereof. The Company shall not be liable for any losses, damage, costs, fees or expenses arising out of or in connection with the acts, neglects and omissions of Third Party Suppliers or other third parties, including without limitation third party providers of telecommunication, computer or internet services or for faults in or failures of their apparatus, equipment or systems.

5.3   Third Party Features may be modified, terminated or suspended at any time without prior notice and without giving any reason. The Company shall not be liable to the Customer or any third party in any way whatsoever for any losses, damage, fees, costs or expenses arising out of or in connection with any such modification, terminated or suspension.

‍6.        INTELLECTUAL PROPERTY

‍Except for the non-exclusive license granted pursuant to this Agreement, the Customer acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to theService shall remain solely with the Company.

‍7.        TERM AND TERMINATION

‍7.1     Subject to earlier termination as provided below, this Agreement is for the InitialService Term as specified in the Order Form, and shall be automatically renewed ninety (90) days prior to the end of the then-current term for additional periods of the same duration as the InitialService Term (collectively, the “Term”)and at the annual rate as stipulated in the Order Form, unless either party requests termination at least ninety (90) days prior to the end of the then-current term.

7.2     In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of thisAgreement.

7.3     Upon any termination, the Company will make all Customer Data available to the Customer for electronic retrieval for a period of thirty (30) days, and will delete stored Customer Data upon request of the Customer. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7.4     In addition, upon the termination of the Services, all outstanding Fees, charges and/or excess charges under this Agreement and the OrderForm (where applicable) shall become immediately due and payable. The Customer also acknowledges and agrees that the Customer will not be entitled to a refund of any Fees upon the modification, termination or suspension of the whole or any part of the Services. All refunds (if any) shall be on a case-by-case basis, at the Company’s sole discretion, and subject to the Company’s then current refund policies and procedures.

‍8.        WARRANTY AND DISCLAIMER

‍The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from the use of the Services. Except as expressly set forth in this clause, the Services and Implementation Services are provided on an “as is” and “as available” basis, and the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

‍9.           LIMITATION OF LIABILITY

‍9.1    To the extent permissible by law, the Company shall not be liable to the Customer or any third party for any losses or damage, whether direct, indirect, incidental, consequential or otherwise, or any costs, fees or expenses, arising out of or in connection with this Agreement, the Order Form, or the Services, including without limitation loss of profits, loss of revenue, loss of data, business interruption, loss of goodwill, loss of business opportunity and down time, even if the Company has been advised of the possibility of such loss or damage.

9.2    TheCustomer agrees to hold harmless the Company and its officers, employees, agents and contractors for any matter beyond the Company’s reasonable control.

9.3    In any event, the Company’s entire liability to the Customer under this Agreement or otherwise, whether in contract, tort, including negligence, or otherwise, shall be limited to the sum paid by the Customer in the twelve (12) month period preceding the date of theCustomer’s first claim against the Company.
9.4    The Company shall have no liability to the Customer under thisAgreement unless the Customer shall have served notice on the Company within six (6) months from the date that the event giving rise to the cause of action arose.

‍10.       INDEMNITY

‍10.1  The Customer shall at all times defend, indemnify and hold harmless the Company and its officers, employees, agents and contractors (“those indemnified”) from and against any losses, damage, costs, fees, expenses (including reasonable legal costs and expenses) or other liability in respect of any and all claims whatsoever arising out of or in connection with:
a.    any failure of the Customer to abide by the relevant terms of this Agreement regarding the Services, and any other policies, directions, guides or instructions issued from time to time by theCompany in respect of the Services;
b.    for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business caused by the Customer;
c.    any failure of the Customer to abide by applicable Third Party T&Cs;
d.    any dealings whatsoever between the Customer and (1) its users, including the Customer’s own clients; or (2) any Third Party Supplier;
e.    the Customer’s use of the Services or the data, information, content or other matter thereby made available; orf.     any data, information, content or other matter provided by the Customer (including, without limitation, Customer Data, where applicable).

10.2    The Customer’s obligation to defend those indemnified pursuant to Clause 10.1 shall include without limitation the obligation to notify third party claimants in writing that those indemnified are not liable to them and to institute legal proceedings, if necessary, to restrain the third party from bringing such claims against those indemnified.

‍11.        MISCELLANEOUS

‍11.1    ThisAgreement is not assignable, transferable or sub licensable by the Customer except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under this Agreement without consent.

11.2    ThisAgreement constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

11.3    No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs, including legal costs.

11.4    All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

11.5    The data and information made available through the Services do not purport, and shall not in any way be deemed, to constitute an offer or provision of any legal, professional or expert advice.

11.6    A person who is not a party to this Agreement shall have no right under theContracts (Rights of Third Parties) Act (Chapter 53B) to enforce any provision of this Agreement.

11.7    The rights and remedies under this Agreement are cumulative and not exclusive of any other right or remedy provided by law or equity.

11.8    If any provision or part-provision of these this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

11.9     This Agreement shall be governed by the laws of Singapore.

11.10    Each party agrees in good faith to allow the other party to use its branding in any and all editorial, advertising, promotional, marketing and/or other purposes without further compensation except where prohibited by law. On the Company’s request for the Customer to serve as a reference account, the Customer agrees to reasonably cooperate with the Company to serve as such.

EXHIBIT A

Service Level Terms

The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If the Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond the Company’s control will also be excluded from any such calculation. The Customer's sole and exclusive remedy, and the Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, the Company will credit theCustomer 5% of the Service Fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as the Customer (with notice toCompany) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, the Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of the Service Fees in any one (1) calendar month in any event. The Company will only apply a credit to the month in which the incident occurred. The Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of the Company to provide adequate service levels under this Agreement.

Managed Services Scope of Work
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- Calibrate and refine cohort of SKU, keywords, Position (Monthly)
- Refine the OKR of each cohort and the required budget (Monthly)
- Refine Strategy of SKU, Keyword, Desired Position, RTB (Monthly)
- Design A/B testing using a mix of campaigns and rules (Monthly)
- Mass-setup Campaign on Epsilo (Monthly)
- Check whether the desired position is achieved (Weekly)
- Check whether the ads budget is manageable (Weekly)
- Check whether the A/B testing performs as planned (Weekly)
- Mass-action on a keyword in case of risk of ads cost (Daily)
- Mass-action on a keyword that was attacked by competitor (Daily)
- Urgent request on add/remove a keyword from the campaign (Daily)
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EXHIBIT B

‍Support Terms

‍Company will provide Technical Support to Customer in English via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Singapore time, with the exclusion of Public Holidays (“Support Hours”).

Customer may initiate a Help Desk ticket during Support Hours by emailing support@epsilo.io

Company will use commercially reasonable efforts to respond to all Help Desk tickets within three (3) business days.

All requests relating to customisations and permission or access controls must be effected through a written notice via email to support@epsilo.io and a member of management must be “carbon copied” (CC-ed) in the same email.

Minimum System Requirements
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Below is a list of the minimum Hardware and Software requirements to access https://epsilo.io

Hardware: Process or (CPU) with 2 gigahertz (GHz) frequency or above A minimum of 8 GB of RAM. Monitor Resolution 1024 X 768 or higher
Operating System: Windows 7, Windows 8 or Windows 10Mac OSX 10.8, 10.9,10.10 or 10.11 Internet ConnectionBroadband(high-speed) Internet connection with a speed of 20 Mbps or higher for uploading and downloading.
Compatible Web Browsers: As https://epsilo.io is a cloud-native solution, there is no need to download or install any software on your computer to use https://epsilo.io. All you need to do is to navigate to https://epsilo.io in your preferred web browser and log in to your account. https://epsilo.io is compatible with the following web-browsers.
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●     Google Chrome
‍●     Mozilla Firefox
‍●     Safari (7 and above)
●     Microsoft Edge
●     Opera

‍Mobile Apps and Web Browsers on Mobile Devices

Understanding that our users work on both Apple IOS and Android devices, we have created mobile versions of our https://epsilo.io platform. These mobile apps can be found on the Apple Store as well as the Google Store for IOS and Android devices respectively.https://epsilo.io is also designed to be mobile responsive, which means that it will resize and adjust to your screen when you work on a mobile device. When you use https://epsilo.io in a mobile web browser, we will resize and adjust the site to fit the display of the mobile device you are on. For example, the navigation bar shifts to the upper-right corner of the screen and becomes a tap-to-view menu.