Last Revised: December 1st 2020
Welcome to the Singular.Live Platform - a software-based platform of services for production, control, distribution and playout of data driven graphics for broadcast/publishing. Thank you for considering using our services.
Please read these Terms carefully. By using the Service, you affirm that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you may not use the Service.Your use of certain portions of the Service, including downloadable applications offered by us whether through the site or other platforms, may be subject to additional terms and conditions ("Additional Terms"). Where Additional Terms apply, we will make them available for you to read through your use of that portion of the Service. By using that portion of the Service, you agree to the Additional Terms.
If you are using the Service on behalf of a company, entity, or organization (the “Customer”), you represent and warrant that you are an authorized representative of the Customer, having the authority to bind the Customer to these Terms. In the event you are using the Website and/or the Service on behalf of a Customer, all references to “you” or “User” in these terms shall be construed to mean you, the Customer, and any other individual that uses the Website and/or Service on behalf of or through authorization from the Customer.
1. Website and Services
General. As further described on the Site, the Service offers Users the opportunity to produce, compose, design, control, distribute and playout data driven graphics for web broadcast. Among other things, the Service offers Users certain documentation and materials, including certain software code, APIs, SDKs, designs, compositions, widgets, images, interfaces, text and literary works, and other materials and content ("Content") owned and/or licensed by Singular or by third parties. Certain aspects of the Service, and certain features or Content related thereto, may be offered for use subject to applicable fees, as further described in Section 5 below.
Responsibility for Account. You are solely and fully responsible for maintaining the confidentiality of the log-in credentials of your User Account, and for all activities that occur under your User Account. You may not disclose your log-in credentials to any third party without Singular's prior express written consent, which may be withheld at Singular's sole discretion. You must notify us immediately of any unauthorized use of your User Account and any other suspected breach of security. We cannot and will not be liable for any loss or damage arising from any failure of yours or any third party on your behalf to comply with the Terms or from any unauthorized use of your User Account or any other breach of security. You may be liable for any expense or loss incurred by Singular and/or others due to any such use.
2. User Representations and Warranties
By accessing or using the Service (or any part thereof), you represent, warrant and undertake that:
1. You are either (i) at least 18 years of age, or of the legal age of majority in your jurisdiction, whichever is greater; or (ii) at least 13 years of age (or at least 16 years of age if you live in the European Union) and have received consent from your parent or legal guardian to use the Services. If a parent or guardian becomes aware that his or her child has registered to our Website or otherwise used the Services without their consent, please contact us at firstname.lastname@example.org to disable his or her account.
2. You own all rights in any materials, content, media and/or software code originating from and created solely by you, or otherwise to which you have (and will continue to have) the full and exclusive right, title, licenses, consents and authority ("User Content");
3. You possess the legal authority to enter into the Terms and to form a binding agreement under any applicable law, to use the Service in accordance with the Terms, and to fully perform your obligations thereunder;
4. The execution of the Terms and your use of the Service does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are bound; and
5. All information you provide us (including any registration, contact or billing information) is (and will continue to be) true, current, accurate, complete, and non-infringing upon any third party.
6.Your use of the Service and all User Content will comply at all times with all applicable laws, governmental rules and regulations (collectively, “Laws”), including but not limited to anti-SPAM laws, privacy, intellectual property and data protection Laws.
3. Use Restrictions
1. You may not, nor may you permit or encourage others to: remove or alter any proprietary watermark or notice of Singular or any third party;
2. transfer or assign your User Account's log-in credentials, even temporarily, to a third party;
3. copy, modify, create derivative works of, reverse engineer, adapt, emulate, translate, compile, decompile or disassemble the Service (or any part thereof), Content and/or any part thereof in any manner;
4. frame, mirror and/or create a browser or border environment around any of the Services, or link, including in-line linking, to elements on the Services, unless as expressly permitted hereunder;
5. falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that Singular or any third party endorses you, your business, your content or any statement you make, or present false or inaccurate information about and/or through the Services;
6. transmit, distribute, display or otherwise make available through or in connection with the Service any content that infringes, violates, or misappropriates third party rights, including Intellectual Property rights and rights of privacy or publicity or other personal or proprietary rights, or that violates any applicable Law;
7. attempt to gain unauthorized access to any portion or feature of the Service, including the account of any other user, any other systems or networks connected to the Service, any Singular server, or to any of the services offered on or through the Service by hacking, password mining, fraud or any other illegitimate or prohibited means;
8. forge headers, impersonate any person or entity or provide false information on the Service and/or User Account, whether directly or indirectly, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or content you send or transmit to Singular or to the Service;
9. probe, scan, or test the vulnerability of the Service or any network connected to the Service;
10. disable, circumvent, bypass or otherwise avoid any measures which may be used to prevent or restrict access to the Service;
11. transmit or otherwise make available in connection with the Service, and/or use any of the foregoing to distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
12. take any action that interferes with or disrupts the operation of the Service, or the servers or networks that host them or make them available;
13. use the Service for and/or in connection with any form of spam, unsolicited mail, fraud, scam, phishing, "chain letters", "pyramid schemes" or similar conduct, or otherwise engage in unethical marketing or advertising; or
14. use the Service to modify, utilize or facilitate any content or information that may be reasonably considered as abusive, harassing, threatening, inciting hatred, encouraging or facilitating anti-social behavior, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive, or otherwise defame, abuse, harass, stalk, threaten and/or violate in any way the legal rights of others, and/or act in a manner which might be perceived as damaging to Singular's reputation and goodwill or actually brings Singular into disrepute.
4. Fees, Payment and Subscription Renewals
Fees and Payment. The use of certain portions of the Service may be subject to payment of fees ("Premium Services" and "Fee(s)", respectively). Singular shall provide notice of such Fees then in effect on the Website or through such other communication as designated by Singular. If you wish to receive or use such Premium Services, you shall be required to pay all applicable Fees in advance or otherwise in accordance with the payment terms. Singular reserves the right to change its Fees at any time. As part of registering or submitting information to receive the Premium Service for which a Fee will be owed by you, you also authorize Singular directly or through third parties or Singular's affiliates to request payment from (or otherwise charge) your designated payment or banking account and to make any inquiries Singular considers necessary to validate your designated payment account or financial information in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card provider).
All Fees will be in U.S. Dollars, except as specifically stated otherwise in writing by Singular.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities including any withholding tax, and you shall be responsible for payment of all applicable taxes, levies, or duties with respect to your use of the Singular Service or payments or purchases made by you. All payments to Singular shall be made without deduction or set-off and free and clear of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority except as required by applicable Law.
In the event of failure to collect any Fees owed by you, we may, at our sole discretion, attempt to collect in different ways, including via a third party. Failure to pay any required Fee shall entitle Singular to suspend (until full payment is made) or terminate your User Account and User Website. Please also note that additional fees may apply to re-activation. For the Purpose of these Terms, "User Website" shall mean that part in the Website created by the specific use of the User, subject to the Terms.
Subscription Renewals. In order to ensure that you do not experience an interruption or loss of services, the premium services operate with automatic renewal, on a recurring-fees basis, unless agreed specifically otherwise by Singular. Accordingly, Singular will automatically renew the applicable premium service, upon 30 days’ prior written notice, for a renewal period equal in time to the original service period. For example, if the original service period is for three months, your renewal period will be for three months. Therefore, unless you cancel, Singular will automatically renew the applicable Singular service when it comes up for renewal, and will automatically charge you the applicable recurring fees from the payment method you have on file with Singular at Singular's then-current rates, which you acknowledge and agree may be higher or lower than the rates for the original service period. You may cancel any premium services at any time prior to the automatic renewal. In such event the premium services shall be discontinued upon the expiration of the respective period for which you have made payment.
Account Cancellation. Users may decide to discontinue their use of any Service at any time ("Cancellation of Account"). Such Cancellation of Account may be initiated by Users through the Singular Service and according to the instructions posted on the Site. The date and time of any Cancellation of Account of any Service shall be the date and time on which the User has completed the cancellation process on the Service ("Cancellation Date").
Please also note that cancellation of any Services, Premium or otherwise, related to your User Account may cause the loss of certain content, features, or capacity of your User Account, including any User Content or other usage data retained therein. Singular does not accept any liability for such loss.
Refunds. Unless otherwise noted or as required by applicable Law (see below), all Fees are non-refundable. Singular may offer a free trial period for certain Premium Services requiring an annual service or subscription commitment. In particular, Singular offers a 14-day money back refund opportunity for Premium Services ("Trial Period"). In case you are not satisfied with any Premium Service requiring a fee for an annual service or subscription commitment of one year, you may provide notice of cancellation for any reason within fourteen (14) days of having first ordered or activated such Premium Services. Singular shall notify you in writing at least four (4) days prior to the end of the Trial Period about the expiration of the Trial Period. If Singular receives such notice within such 14-day Trial Period, Singular will refund to you the amount you actually paid and cancel the applicable Premium Services. Singular, however, will not refund any amounts paid after the lapse of the Trial Period.
If you live in a region with a mandatory refund policy, you may be eligible for a refund under Applicable Law. (As an example, customers living in the European Union are allowed to cancel a paid plan within 14 days of purchase and receive a refund.) We can only issue refunds if you first contact us at email@example.com and let us know which region you live in. We may request that you provide us with additional information or verification to confirm your eligibility for a refund under applicable Law.
5. Intellectual Property Rights
Intellectual Property. All rights, title and interest in and to the Service and all intellectual property rights pertaining thereto, including to any copyrightable materials, graphics, text, artwork, images, logos, media, applications, designs (including the "look and feel" of the Services, and any part thereof), specifications, methods, procedures, information, know-how, software, programs, source and object code, computer code (including html code), products, algorithms, data, technical data, interactive features, files, user and graphic interfaces, inventions, patents and patent applications, trademarks, trade names and trade secrets, whether or not registered and/or capable of being registered (collectively, "Intellectual Property"), are owned by and/or licensed to Singular, and are subject to copyright and other applicable intellectual property rights under applicable Laws. The Terms do not convey to you any right or interest in or to the Service or Singular's Intellectual Property (or any part thereof), but only a limited license of use only to those portions thereof as expressly granted and permitted hereunder, and any other use, without the prior express written permission of Singular, is prohibited. Nothing in the Terms constitutes a waiver of Singular's Intellectual Property rights.
License to Service and Content. Subject to your continued and full compliance with the Terms, Singular hereby grants you, upon becoming a Registered User as set forth above and for as long as Singular agrees to provide you with the Services, a non-exclusive, non-transferable, non-sub licensable, fully revocable, limited license to use the Service and Content for your personal and/or commercial purposes, solely as expressly permitted under the Terms. Any other uses of the Service and/or Content (including downloading any Content and/or using it outside of the Services, or dissemination of any Content to any third party) are strictly prohibited, except if expressly provided otherwise in writing, by Singular or such third parties offering such Content.
Use of Marks. "Singular.Live", "Singular.Live Platform", “Singular.Live Flow”, “Singular.Live Studio”, “Singular.Live Touch” and all logos, domains and other proprietary identifiers used by Singular.Live in connection with the Service ("Marks") are all trademarks, trade names and/or copyrighted and proprietary materials of Singular, whether or not registered. All other trademarks, service marks, trade names, domain names and logos which may appear on or with respect to the Services, belong to their respective owners ("Third-Party Marks"). No right, license, or interest to Marks and/or to the Third-Party Marks is granted hereunder.
Copyright Notices. You may not remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Singular and/or its licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Service and/or Content, and you represent and warrant that you will abide by all applicable laws in this respect.
Feedback. You agree that Singular is free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback (collectively, “Feedback”) that you may voice or share about the Site or the Service including Feedback that you send to us. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that Singular has no duties to you (including any duty to compensate you for your Feedback), with respect to such Feedback.
Procurement of Additional Rights and Licenses. The Service may enable you to convert your User Content into various formats, including patent-encumbered formats such as H.264 or MP3 (which, depending on your particular uses, may require you to procure a license from their respective right holders), as well as unencumbered formats such as WebM or AAC. You are solely responsible to identify and procure any licenses needed for your particular uses of the Service. We strongly encourage you to consult a lawyer regarding the licensing requirements or royalty payments that may apply to your particular uses.
You acknowledge and agree that in connection with your use of the Service you may receive or gain access to the confidential, proprietary, or sensitive information of Singular and/or its licensors ("Confidential Information"). Accordingly, you agree to secure and protect the confidentiality of the Confidential Information of Singular (and/or its licensors), using at least as great a degree of care as you use to maintain the confidentiality of your own confidential information of a similar nature, but in no event using less than reasonable efforts. You also acknowledge and agree that any disclosure or unauthorized use of such Confidential Information may be detrimental to Singular and its business and goodwill. You therefore shall not, nor permit any third party to, use, transfer, sell, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized under the Terms. All Confidential Information of Singular shall remain the exclusive property of Singular.
These restrictions do not apply to Confidential Information which you (i) are required to disclose by law or regulation, or in response to a valid order of a court or other governmental body, only to the extent and for the purposes of such law, regulation or order, and only if you first notify Singular of such law, regulation or order, and permit Singular to seek an appropriate protective order or move to quash or limit such order; or (ii) disclose with written permission of Singular, in compliance with any terms or conditions set by Singular regarding such disclosure.
Upon termination or expiration of these Terms of Service, you shall return to Singular, or at the request of Singular, destroy, all Confidential Information of Singular in your possession or control, and certify in writing to Singular, within ten days following termination or expiration, that all such Confidential Information has been returned or destroyed.
7. User Content
The Service enable you to submit, process, modify and enhance your User Content. By submitting any User Content, and in addition to your representations and warranties above, you represent, warrant, undertake and agree that:
1. You are solely responsible for such User Content and for the consequences of using, modifying or making available such User Content on or with respect to the Service;
2. You automatically grant Singular a royalty-free, fully paid-up, non-exclusive, transferable and sublicensable right and license to use, reproduce, modify, publish, translate, create derivative works from, distribute, transmit, perform, broadcast and display such User Content (in whole or in part) worldwide, for the purpose of providing you with the Service or any other services offered by Singular and to use, copy and display such User Content for Singular’s internal business purposes, including to improve the Service. The foregoing license shall terminate upon Cancellation of Account or the termination of your User Account by Singular;
3. You expressly and irrevocably waive any and all claims against Singular and anyone on Singular's behalf, relating to any past, present or future moral rights, artists' rights, or any other similar rights worldwide that you may have in or to any such User Content in connection with the provision of the Service;
4. The User Content does not violate the Terms or any Laws, and does not contain any content which is unlawful for you to possess, post or disseminate in the country in which you reside, or which would be unlawful for Singular to use or possess in connection with the Services, including but not limited to any content which is defamatory, libelous, obscene, vulgar, socially or professionally objectionable, harassing, threatening, incendiary, abusive, deceptive or fraudulent, or which violates any contractual or fiduciary rights, duties, or agreements by which you are bound;
5. You are solely responsible for creating backup copies of any User Content that you create or submit on or to the Services, at your sole expense;
6. Singular may, at its sole discretion (however it shall have no obligation to do so), screen, monitor, disqualify, remove or edit, without giving any prior notice, any User Content submitted by you, at any time and for any reason; and
7. Upon Cancellation of Account and/or Singular's termination of your User Account, Singular will promptly delete all of your User Content from the Website.
8. Misconduct and Copyright Agent
We care for your safety. If you believe a User acted inappropriately or otherwise misused any of the Services, including in an offensive, abusive, violent or sexually inappropriate manner, and/or that any inappropriate Content was published via use of the Services, please immediately report such User and/or Content to us (provided that your report shall not incur any liability upon Singular). Singular's address for reporting any misconduct or abusive Content is specified below.
We respect the intellectual property rights of others. Singular acts in accordance with its interpretation of the Digital Millennium Copyright Act ("DMCA"). If you believe that your work has been copied or otherwise used in a way that constitutes copyright infringement, please provide the following information in writing to Singular's Copyright Agent: (i) the contact details of the person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit Singular to locate the material (including URL address); (iv) a statement that you have a good faith belief that use of the material in the manner described in the complaint is not authorized by the copyright owner, its agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. Singular's Copyright Agent can be reached at the following address:
Singular.Live PTE LTD.
8 Robinson Road, HEX06-00 ASO Building, Singapore 048544. Attn: Copyright Agent
If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, its agent or is in accordance with the law, to use, upload and publish the material in your User Content, you may send a counter-notice containing the following information in writing to Singular's Copyright Agent: (i) your full contact details; (ii) a description of the User Content that was removed or to which access was disabled; (iii) a description of the material that you claim is not infringing, and information sufficient to permit Singular to locate the material (including URL address); (iv) a statement that you have a good faith belief that use of the material in the manner described in the complaint is authorized by the copyright owner, its agent or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright or that such use is in accordance with applicable law.
9. Third Party Components
The Service may utilize or include third party software, files and components that are subject to open source and third-party license terms ("Third-Party Components"). Your right to use such Third-Party Components as part of, or in connection with, the Service is subject to any applicable acknowledgements and license terms accompanying such Third-Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third-Party Components and these Terms, the licensing terms of the Third-Party Components shall prevail only in connection with the related Third-Party Components. These Terms do not apply to any Third-Party Components accompanying or contained in the Services, and Singular disclaims all liability related thereto. You acknowledge that Singular is not the author, owner or licensor of any Third-Party Components, and that Singular makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third-Party Components. Under no circumstances shall the Service or any portion thereof (except for the Third-Party Components contained therein) be deemed to be "open source" or "publicly available" software.
The Service may contain links to third-party websites and other Internet resources that are not owned or controlled by Singular (“Third-Party Materials”). Singular’s provision of a link to any Third-Party Materials is for your convenience only and does not signify our endorsement of such other website or resource or its contents. SINGULAR SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT, INFORMATION, SOFTWARE, MATERIALS OR PRACTICES OF ANY THIRD-PARTY MATERIALS.
11. DISCLAIMER OF WARRANTIES
SINGULAR PROVIDES THE SERVICE ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. WHEN YOU ACCESS OR USE THE SERVICE, YOU DO SO ON A VOLUNTARY BASIS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SINGULAR, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, NON-INFRINGEMENT, OR ANY OTHER IMPLIED WARRANTY, INCLUDING UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (OR ANY SIMILAR LAW).
MOREOVER, SINGULAR MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, QUALITY, TIMELINESS, RELIABILITY, TRUTHFULNESS, AVAILABILITY, LEGALITY, ACCURACY, USEFULLNESS OR EFFECTIVENESS OF THE SERVICE, OR THAT THE SERVICE WILL BE ERROR FREE OR VIRUS FREE, OR OPERATE IN AN UNINTERRUPTED OR SECURE FASHION. IN ADDITION, SINGULAR MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT, OR THAT ALL OR ANY PORTION OF THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS, OR IN THE LOCATION IN WHICH YOU RESIDE AND/OR OPERATE. THOSE WHO ACCESS OR USE THE SERVICE FROM JURISDICTIONS PROHIBITING SUCH USE OR RESTRICTING IT IN ANY WAY, DO SO AT THEIR OWN VOLITION AND ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
SINGULAR DOES NOT AND CANNOT WARRANT THAT THE OPERATION OF THE SERVICE IS OR WILL BE SECURE OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. WHILE SINGULAR HAS ENDEAVORED TO CREATE SECURE AND RELIABLE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT THE CONFIDENTIALITY OR RETENTION OF ANY INFORMATION OR MATERIAL STORED WITH OR TRANSMITTED TO/FROM THE SERVICE CANNOT BE AND IS NOT GUARANTEED.
SINGULAR ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ERRORS, MISTAKES, OR INACCURACIES OF OR IN ANY CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR OTHER INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; AND/OR (V) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OR DISPLAY OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
12. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL SINGULAR, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES AND/OR AGENTS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SINGULAR WILL FURTHER NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
SINGULAR’S CUMULATIVE, AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SINGULAR DURING THE THREE-MONTH PERIOD PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATION OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR SINGULAR'S SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF SINGULAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT SINGULAR MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF SINGULAR’S LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
You agree to defend, indemnify and hold harmless Singular, its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys' fees) arising from: (i) your violation of the Terms; (ii) your violation of any Law or any third party right, including any copyright, property, or privacy right, resulting from your use of the Services; and/or (iii) your negligence or more culpable conduct. Singular reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Singular asserting any available defenses.
14. Changes to the Terms
Notwithstanding the foregoing, substantial changes will be first notified on the Website (or the relevant Services) and/or by sending you an e-mail to the e-mail address that is registered for your User Account. Such substantial changes will take effect not less than 30 days after such notice was first provided via any of the aforementioned methods.
All changes to any of the Terms shall be become effective as of the "Last Revised" date stated in these Terms. Your continued use of the Service, after the Last Revised date, will constitute acceptance of, and agreement to be bound by, those changes.
Please note that in the event that the Terms are changed to comply with any legal requirements, such changes (whether or not substantial) may take effect immediately, or otherwise at such a time as required by law, with or without any prior notice to you.
15. Changes to the Services; Suspension of Account and Access
Singular may modify, correct, amend, enhance, improve, reduce, replace, make any other changes to, or discontinue, temporarily or permanently, the Service (or any part or feature thereof, including any Content), for any reason and at its sole discretion.
In addition, in the event that you violate any of the Terms, or fail to meet any of the representations and warranties in these Terms, Singular may block your access to the Service and/or limit, suspend or terminate your User Account, in addition to any other remedies that may be available to Singular under any applicable Law, with or without notice to you, and without liability to you or to any third party.
Singular may further require you to abstain from using any Content in any way, and you must promptly comply with any such requirement.
Upon the termination of the Service and/or your User Account, for any reason: (i) you shall cease using the Service, including the Content, and all payments due to Singular by you, if any, shall be accelerated and paid in full, except as expressly stated otherwise herein; and (ii) you shall promptly remove (return or destroy) any copies of the Content and return to Singular any software and documentation to the extent provided by Singular, and all copies thereof, and upon the Singular's request, certify in writing your compliance with the terms of this paragraph.
Choice of Law and Venue. These Terms, any Additional Terms, and any dispute arising from or relating to these Terms, the Additional Terms or the provision or use of the Service, shall be governed exclusively by, and construed in accordance with the laws of the United States and the State of California, without reference to any conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
Arbitration. Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Site, or the Service (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph. If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County, California before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any of the other agreements, including any applicable Additional Terms. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party.
Relationship of the Parties. The Terms, and your use of the Services, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Singular and you.
Entire Agreement. These Terms of Service, together with the Terms and any other legal or fee notices provided to you by Singular, shall constitute the entire agreement between you and Singular concerning the subject matter herein or thereof, and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between Singular and you, including those made by or between any of our respective representatives, with respect to any of the Services.
Force Majeure. Under no circumstances shall Singular be held liable for any act, omission, delay or failure by Singular and/or the Services, directly or indirectly resulting from, arising out of, relating to or in connection with events beyond the reasonable control of Singular, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties.
Assignment. Singular may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the Service and/or Content to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of Singular. Any attempted or actual assignment thereof without Singular's prior explicit and written consent will be null and void.
No Waiver. No waiver of any breach or default of any of the Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.
Severability. If any provision of the Terms is deemed invalid, unlawful, void, or for any reason unenforceable, by a court of competent jurisdiction, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions.
Headings. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
The provisions of Sections 2, 4 (until all payments are made), and 5-13 and 16 will survive the termination of these Terms of Service.Singular Terms of Service