ACCEPTANCE OF TERMS & CONDITIONS
GENERAL CONDITIONS / ACCESS AND USE OF THE SERVICE
2. a. Subject to the terms and conditions of this TOS, ATLAS ANALYTICS grants you a non-exclusive, non-sublicensable, non-transferable license to access & use the Services only for lawful purposes.
b. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any CAN-SPAM, Telephone Consumer Protection Act, data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, (c) use the Service with any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: libelous, defamatory, obscene, pornographic, abusive or otherwise illegal or offensive content; spyware, adware, or other malicious code; counterfeit goods; items subject to US embargo; unsolicited mass distribution of email or multi-level marketing proposals; hate materials; hacking/surveillance/interception/descrambling equipment; or stolen products or items used for theft or (d) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks or (e) use the API or the Data in any manner that violates the rights of any person, including but not limited to intellectual property rights, rights of privacy or rights of publicity. You shall comply with any codes of conduct, policies or other notices ATLAS ANALYTICS provides you or publishes in connection with the Service, and you shall promptly notify ATLAS ANALYTICS if you learn of a security breach related to the Service. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to ATLAS ANALYTICS. You are responsible for usage limits set forth in the Onboarding Intake Form and/or Subscription. ATLAS ANALYTICS reserves the right to bill overages, cancel your subscription, or revoke access if limits are not maintained. For use of Site and the Software without limiting the foregoing, you will access the Data solely on a transactional basis. You shall not (and shall not allow any third party to): (a) present the Data so that it appears to be made available by any third party; (b) access the Data in bulk, redistribute, or resell the Data. You are responsible to purchase a sufficient number of seats & access for your usage and company. Only one seat may be used per person for all seat or license-based services. Any individual Software-specific terms are additive to these TOS.
c. You shall use any Personal Data downloaded, accessed or otherwise received through the Service solely in connection with your use of the Service in accordance with this TOS. You represent, warrant, and covenant that you shall process any and all Personal Data for this limited and specified purpose, consistent with any consent provided by the individual to whom Personal Data relates, and that you shall process all Personal Data in compliance with the EU-U.S. and Swiss-U.S. Privacy Shield (the “Privacy Shield”) frameworks as set forth by the U.S. Department of Commerce regarding the transfer of personal information from the EU or Switzerland to the U.S.
d. You may request and receive Data regarding European Union Residents (such as their name, job title, or contact information), which we refer to below as “EU Output Data.” If you do so, you understand and agree that you are the data controller, and we are your data processor, as those terms are used under the GDPR. You also agree that you will not provide any Submitted Data to us regarding any resident of the European Union unless you have obtained legally sufficient consent to do so from the data subject of that Submitted Data. To the extent that ATLAS ANALYTICS processes any Customer Personal Data (as defined in the ATLAS’ Data Processing Agreement) that is subject to the European General Data Protection Regulation (GDPR), on Customer’s behalf, in the provision of the services hereunder, the terms of the ATLAS ANALYTICS Data Processing Agreement.
e. Further, You shall not (and shall not allow any third party to): (a) transfer to or use the Data (in aggregate form or otherwise) except as expressly authorized under this Agreement or by ATLAS ANALYTICS, copy, disclose, rent, lease, sell, transfer, distribute, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the API or Data. You may not use any part of the Service or Data in any manner that competes with ATLAS, as solely determined by ATLAS ANALYTICS.
f. Subject to the terms hereof, ATLAS ANALYTICS hereby grants you a non-exclusive, non-sublicensable right to display the ATLAS ANALYTICS logos, trademarks and other identifiers provided by ATLAS ANALYTICS (collectively, the "ATLAS ANALYTICS Marks"), solely for the purposes in connection with your use of the Service and Data. Further, you will abide by any requests by ATLAS ANALYTICS regarding your use of the ATLAS ANALYTICS Marks if ATLAS ANALYTICS determines that your use thereof does not comply with ATLAS ANALYTICS' quality control standards. All use of the ATLAS ANALYTICS Marks in any jurisdiction will inure to the sole benefit of ATLAS ANALYTICS.
g. Any software or data that may be made available by ATLAS ANALYTICS in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to access the Service by any means other than through the interface that is provided by ATLAS ANALYTICS for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of ATLAS ANALYTICS or any third party is granted to you in connection with the Service
h. You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter "post(ing)") in connection with or relating to the Service ("Your Content"). You may not claim ownership of content that: (i) was known to a receiving party without restriction before receipt from the disclosing party; (ii) is publicly available through no fault of the receiving party; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; or, (iv) is independently developed by the receiving party without reference to Your Content.
i. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. ATLAS ANALYTICS reserves the right to access your account in order to respond to your requests for technical support. ATLAS ANALYTICS shall also have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services (including, without limitation, information concerning Your Content and data derived therefrom), and ATLAS ANALYTICS shall be free (during and after the term hereof) to (i) use such information and data to develop and improve (including for diagnostic and corrective purposes) the Services and other ATLAS ANALYTICS offerings, and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business. ATLAS ANALYTICS has the right, but not the obligation, to monitor the Service or Your Content. You further agree that ATLAS ANALYTICS may remove or disable any of Your Content or any Data at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to the foregoing), or for no reason at all.
j. ATLAS ANALYTICS will make best efforts to operate using secure, stable processes. You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to ATLAS ANALYTICS' third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. ATLAS ANALYTICS will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
k. You 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, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, "Equipment"). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in ATLAS ANALYTICS' published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
l. The failure of ATLAS ANALYTICS to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and ATLAS ANALYTICS, even though it is electronic and is not physically signed by you and ATLAS ANALYTICS, and it governs your use of the Service.
m. ATLAS ANALYTICS reserves the right to use your name and/or ATLAS ANALYTICS name and logo/assets as a reference for marketing or promotional purposes on ATLAS ANALYTICS' website and in other communication with existing or potential ATLAS ANALYTICS customers.
n. Subject to the terms hereof, ATLAS ANALYTICS may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
3. This agreement is for the Initial Service Term as specified in the Payment & Onboarding Intake Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless the Customer requests termination at least thirty (30) days prior to the end of the then-current term. Any additions made to the contract will take effect immediately and remain as a permanent amendment to the initial contract unless otherwise agreed to on the date of renewal.
4. ATLAS ANALYTICS may terminate your Account and this TOS at any time by providing seven (7) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, ATLAS ANALYTICS may also terminate this TOS upon fourteen (14) days' notice (or seven (7) days in the case of nonpayment), if you breach any of the terms or conditions of this TOS. ATLAS ANALYTICS reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by ATLAS ANALYTICS upon any termination of your account in its sole discretion.
5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this
Agreement is in USD.
7. The Agency will charge the Client a flat fee for the subscribed service depending on the booked package as well as a one-time setup and onboarding fee of 1,500 USD. The Client will be invoiced upfront at the start of the collaboration and the payment is non-refundable. It is the Client’s responsibility to seize the service offering.
8. For invoicing in currencies other than USD a 2 % cost is applied due to currency risk and manual administration. Invoices submitted by the Agency to the Client are due upon receipt. If the payment is held up, the Agency has the right to charge interest, reminder fees and in some cases collection fees. Any complaint on the invoice must be noticed within 20 days of the invoice date to be valid.
9. The Agency will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement. The Agency is responsible for internet, telephone & research costs and confirms to be working remotely from their own premises, using their own equipment at their own expense.
INTEREST ON LATE PAYMENTS
10. Interest payable on any overdue amounts under this Agreement is charged at a rate of 10% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.
11. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
12. The Agency agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Agency has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
13. All written and oral information and material disclosed or provided by the Client to the Agency under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Agency.
OWNERSHIP OF INTELLECTUAL PROPERTY
14. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
15. The Agency may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Agency will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property. The Client however grants the Agency the right to use and display the company logo on its website.
RETURN OF PROPERTY
16. Upon the expiry or termination of this Agreement, the Agency will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
NON-SOLICITATION (RECRUITING POLICY)
17. During the Term and for 1 year after any termination of this agreement, the Client will not directly or indirectly, in any capacity induce or attempt to induce any Consultant to leave the Agency. Any breach of this clause yields a penalty of 10,000 USD.
RIGHT OF SUBSTITUTION
18. Except as otherwise provided in this Agreement, the Agency may, at the Agency's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Agency under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
19. Except as otherwise provided in this Agreement, the Agency will have full control over working time, methods, and decision-making in relation to the provision of the Services in accordance with the Agreement. The Agency will work autonomously but in alignment of the direction of the Client and responsive to reasonable needs and concerns.
20. Except as otherwise provided in this Agreement, the Agency will provide at the Agency’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
21. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
22. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the above-mentioned address or to such other address as either Party may from time to time notify the other.
LIMITATION OF LIABILITY
23. Each party shall indemnify the other party and its directors, agents, employees, contractors, affiliates, or subsidiaries (collectively referred to as "Indemnified Parties") and hold the Indemnified Parties harmless from and against any losses, costs, damages, and fees (incl. reasonable attorney's fees) incurred by the Indemnified Parties in connection with:
(a) any breach by the Indemnifying Party of any warranty, covenant or obligation under this Agreement or
(b) the Indemnifying party's acts or omissions, or the use of any product or service provided by the Indemnifying Party. Upon appropriate notice, the Indemnifying Party shall defend, at its expense, any claim brought against one or more of the Indemnified Parties based on or arising out of one or more of the provisions contained herein.
24. The above provisions apply even if such loss was reasonably foreseeable or a party had been advised of the possibility of incurring it. The maximum liability of the Agency to the Client for any claim in tort or contract shall be 5,000 USD.
MODIFICATION OF AGREEMENT
25. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
26. The Agency will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
27. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
28. This Agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this Agreement which excludes or restricts the liability of the directors, officers, employees, subcontractors, agents and affiliated companies of a party, may be enforced under that Act.
29. This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by ATLAS ANALYTICS in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of Singapore for the purpose of resolving any dispute relating to your access to or use of the Service.
30. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
31. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Changes to Terms
ATLAS ANALYTICS reserves the right, in its sole discretion, to change the Terms under which atlasanalytics.co is offered. The most current version of the Terms will supersede all previous versions. ATLAS ANALYTICS encourages you to periodically review the Terms to stay informed of our updates.
ATLAS ANALYTICS welcomes your questions or comments regarding the Terms:
ATLAS ANALYTICS PTE. LTD.
160 Robinson Road
#14-04 SBF Centre
Registration Number: 202203888K
Effective as of February 1, 2023