TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED TO” SUBSCRIBER AGREES TO THESE TERMS AND CONDITIONS.  

THESE TERMS OF SERVICE ARE EXECUTED BY SUBSCRIBER WITH GLU PTE LTD CONSTITUTE AN AGREEMENT (THIS “AGREEMENT”) BY AND BETWEEN GLU PTE LTD, A COMPANY INCORPORATED UNDER THE LAWS OF SINGAPORE, WHOSE PRINCIPAL PLACE OF BUSINESS 160, ROBINSON ROAD #20-03 SINGAPORE – 068914 (“COMPANY”) AND THE CORPORATION, LLC, PARTNERSHIP, SOLE PROPRIETORSHIP, OR ANY OTHER BUSINESS ENTITY EXECUTING THIS AGREEMENT (“SUBSCRIBER”). THIS AGREEMENT IS EFFECTIVE AS OF THE DATE SUBSCRIBER STARTS USING THE SERVICES (THE “EFFECTIVE DATE”). SUBSCRIBER’S USE OF SERVICE AND PLATFORM (AS DEFINED BELOW) ARE GOVERNED BY THIS AGREEMENT.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON SUBSCRIBER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND SUBSCRIBER TO THIS AGREEMENT

1. DEFINITIONS

a.“Documentation” shall mean any accompanying documents, content, data provided by the Company to the Subscriber along with the Platform.

b. “Free Trial Term”
shall have the meaning as prescribed in clause 2a.

c. “Fees” shall mean the fees payable by Subscriber to Company for availing theLicense to use the Platform, as available basis the packages on <<>>  (“Plan”).

d. “Subscriber Content” means all data and material uploaded by the Subscriber in the Platform connection with the Services such as creation of videos, designs, images, and files, which Subscriber will have full control and such data and material that you upload to, edit, transmit, and display using the Platform/Services.

e. “Platform” shall refer to the platform namely “Glu”.

f. “Purpose” shall mean use of the Platform by Subscriber for the sole purpose of its internal use. For clarity, nothing contained in this Agreement grants Subscriber a right to resell, distribute, sublicense the License to any third-party.

g. “Services” shall mean the internet accessible service offered by Company through a License under which access to the Platform is made available to Subscriber for the Platform.

h. “License” means the limited license to use and access the Platform and its related Services in accordance with this Agreement.

2. GRANT OF LICENSE AND RESTRICTIONS

a. Grant of license during the Free Trial Term:

Subject to the terms and conditions of thisAgreement and as agreed between the Parties, the Company hereby grants to the Subscriber during the Free Trial Term, anon-exclusive, non-transferable, revocable, non-sublicensable, limited license to use the Platform and the Services through the License for the Subscriber in accordance with the terms and conditions of this Agreement (“Free Trial Term”).The Company reserves the right to set eligibility requirements and the duration for a Free Trial Term.

b. Grant of License during the License Term:

Subject to its compliance with the terms of thisAgreement and in consideration of the fees for the License, during the License Term,Company hereby grants Subscriber a fixed-term, non-exclusive, non-transferable, revocable, non-sublicensable and a limited license to use the Platform and theServices through the License as set out under Agreement, provided, Subscriber shall abide by the terms and conditions of this Agreement.

c. Restrictions:

During the Free Trial Term and the License Term, Subscriber shall not, directly or indirectly, (i) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, alter, decrypt, extract, reproduce or otherwise make any changes to the Platform, or create any derivative works thereof; (ii) use the License in any manner to provide time-sharing, benchmarking or other computer services to third parties, except as expressly provided herein, or allow any third party to access or benefit from the functionality of the Platform; (iii) use the License or portion thereof in violation of any applicable export control laws or regulations; (iv) use the License for any purpose other than the Purpose; (v) use the License to develop any competing or similar product, (vi) use any of the Platform’s components, add-ons, files, modules, externals, contents including associated license material separately from the Platform; vii) use the License with any unsupported software or hardware (as described in the applicable Documentation provided by Company). The Subscriber shall have no rights over the Platform other than as specifically granted herein. All rights not specifically and unequivocally granted to Subscriber are reserved by Company.

3. SUBSCRIBER’S RESPONSIBILITIES

a. Account Management:

i. As a condition for availing the License, the Subscriber may be required to register with Company to access certain features of Services and will be required to become a registered user. Subscriber shall be registered user only if (i) it has registered an account on the Company’s website, (ii) has a valid account on the social networking service (“SocialNetwork”) through which the Subscriber has connected to the Company website(“Third-Party Account”). Subscriber shall provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of the account.

ii. If Subscriber access theServices through a Social Network as part of the functionality of the Platform and/or the Services, Subscriber may link its account with Third-Party Accounts, by allowing Company to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-PartyAccount.

b. Compliance:

i. Subscriber shall comply with applicable local, state, national and foreign laws in connection with its use of the License, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Subscriber acknowledges that Company exercises no control over the Subscriber Content transmitted by Subscriber through the Platform.

ii. Subscriber shall not upload, post, reproduce or distribute any information or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

iii. Subscriber shall comply with the acceptable user policy available at <<>> 

c. Unauthorized Use; False Information:

Subscriber shall: (i) notify Company immediately of any unauthorized use of any password or user id or any other known or suspected breach of security,(ii) report to Company immediately and use reasonable efforts to stop any unauthorized use of the License that is known or suspected by Subscriber, and(iii) not provide false identity information to gain access to the Platform or use the License.Because the access and use of the License involves hardware, software, and internet access, the Subscriber’s ability to access and use of the License may be affected by the performance of these factors.

4. Subscriber Content:

i. Subscriber is solely responsible for all Subscriber Content transmitted on the Platform, and for ensuring that SubscriberContent does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Subscriber acknowledges and agrees that Company uses certain third-party tools or own tools for analytical purposes and may use Subscriber Content and track Subscriber’s usage of the License for any purpose including but not limited to research, analytics, and to improve the Services.

ii. Subscriber acknowledges and agrees that they are solely responsible for the Subscriber Content they post, upload, or otherwise make available on the Platform. The Subscriber shall ensure that all content posted by them complies with the legal requirements of the jurisdiction in which they reside and the jurisdiction where the content is accessible.

iii. Subscriber shall not use the Platform to engage in any illegal activities, including but not limited to a. posting or sharing of unlawful or any infringing content; b. supporting terrorism, organized crime or hate groups; c. selling of firearms and drugs or offering any form of sexual services; d. Bullying, harassment, threats of violence and hate speech; e. Discrimination regarding Gender/religion/ethnicity/sexual orientation; f. Graphic violence; g. Explicit sexual or nude content.

iv. TheSubscriber has the option to distribute or transmit Subscriber Content to others using a third-party service. In such instances, the Subscriber assumes full responsibility for the dissemination of Subscriber Content. The Company's facilitation of this activity to publicly disseminate Subscriber Content at theSubscriber's direction will not be construed as a breach of any of theSubscriber's responsibilities outlined in this Agreement.

v. Subscriber understands that the Company is not obligated to pre-screen Subscriber Content, but the Company reserves the right to pre-screen, reject, or delete anySubscriber Content at its discretion. By agreeing to the Agreement, Subscriber consents to such monitoring, which is irrevocable. Subscriber acknowledges that there is no expectation of privacy regarding the transmission of SubscriberContent, including chat, text, or voice communications. If the Company pre-screens, rejects, or deletes any Subscriber Content, Subscriber acknowledges that it is done for the benefit of the Company, not theSubscriber. Furthermore, the Company has the authority to remove any SubscriberContent that violates the Agreement or is deemed objectionable

5. FEES

a. The Company provides both free and paid Services. Subscribers can find more information about the various License options  at <<>> offered by the Company. If a Subscriber selects a Plan, they will be invoiced for and are responsible for paying the applicable Fees.

b. When subscribing to a Plan, Subscribers have the option to choose between a weekly or monthly or annual license. The Subscriber's License will automatically renew on a weekly or monthly or annual basis, as applicable. Subscribers can cancel their License at any time. However, if a Subscriber cancels their License, they will not receive a refund or credit for any Fees already billed. Any outstanding fees will become immediately due and payable.

c. The Company may offer Subscribers a Free Trial Term to try out the Service. The Company reserves the right to establish eligibility requirements and determine the duration of such free trials. At the end of the Free Trial Term, the Company will charge the relevant Fees for the next billing cycle to the nominated payment method, unless the Subscriber cancels the License before the end of theFree Trial Term. If a Subscriber has access to a Free Trial Term, their access to the Service will cease if they do not enter into a paid License before the end of the Free Trial Term.

d. The Company retains the right to modify its prices at any time. However, if a Subscriber is on a License Plan, changes to pricing will not take effect until their next renewal or thirty (30) days after notice, whichever is later.

e. All fees and charges under this Agreement shall be exclusive of taxes and shall be borne by Subscriber.

f. Subscriber agrees that Fees are non-refundable and shall be valid for a period of Plan opted by the Subscriber.

6. DISCLAIMER OF WARRANTY

EXCEPT TO THE EXTENT SET FORTH ABOVE, SUBSCRIBER ACCEPTS THE PLATFORM, LICENSE, SERVICES AND DOCUMENTATION “AS IS” AND AS AVAILABLE. COMPANY PROVIDES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSOR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANT ABILITY,FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE LICENSE/SERVICES/PLATFORM WILL PERFORM WITHOUT INTERRUPTION OR ERROR. THE PLATFORM AND ITS LICENSE MAY CONTAIN DEFECTS, BUGS OR ERRORS. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY OF THE PLATFORM AND ITS LICENSE AND SERVICES WILL MEET THE SUBSCRIBER’S REQUIREMENTS, THAT THE OPERATION OF THE LICENSE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS/ERRORS IN THE PLATFORM WILL BE CORRECTED. COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I)ANY UNAUTHORIZED ACCESS TO OR USE OF THE PLATFORM AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR, TECHNICAL INFORMATION STORED THEREIN, (II) ANY BUGS,VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (III) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FORANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, COMMUNICATED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM OR THE LICENSE. COMPANY DOES NOT WARRANT THAT IT WILL REVIEW YOUR DATA INCLUDING FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. SUBSCRIBER UNDERSTAND THAT USE OF THE SERVICE NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT COMPANY DOES NOT OWN, OPERATE, OR CONTROL, AND THAT COMPANY IS NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST,ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS

7. INTELLECTUAL PROPERTY RIGHTS

a. Any and all rights to the License, Platform,Documentation, enhancements, and branding thereof including title, ownership rights and intellectual property rights such as copyrights, trademarks, service marks and patents therein is the sole and exclusive property of Company. ThisAgreement does not grant Subscriber any rights, title and interest in and to thePlatform, Documentation, enhancements, its contents and branding thereof including Company’s intellectual property rights except where expressly and unequivocally licensed herein.

b. From time to time, Subscriber may provide feedback, suggestions, requirements or recommendations (“Feedback”) regarding the Platform or the License. Subscriber hereby assigns to Company all right, title and interest into such Feedback and an exclusive right to create any developments based on such Feedback.

c. Subscriber shall retain title to and all ownership rights in Subscriber Content.  Subscriber shall grant to Company a worldwide, non-exclusive, and non-transferable limited-term license to host, copy, transmit, analyse, process, display, store, configure, and perform Subscriber Content solely as necessary to provide the License to Subscriber.

d. Subscriber warrants that they have the necessary rights, licenses, or permissions to post any Subscriber Content they upload to the Platform, and that such content does not infringe upon the intellectual property rights of any third party. Company has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to Subscriber Content.

8. DATA PROTECTION, PRIVACY AND SECURITY

Company states that it endeavors to protect the privacy of Subscriber and its integrity and security of the personal information. The personal information collected by Company is subject to and governed by our Privacy Policy located here.

DataPrivacy / Security Indemnity: Notwithstanding any limitation under this Agreement, Subscriber agrees to indemnify and, at the Company’s option, defend, the Company, its affiliates, and each of their respective directors, officers, managers, employees, members, shareholders and agents and all of their respective successors and permitted assigns (collectively, the “the Company Parties”), against, and to hold the CompanyParties harmless from, any and all judgments, expenses, fines, penalties, or other losses which may be suffered by, imposed on, or incurred by any of the CompanyParties as a result of any claims arising from: (a) any breach of this clause10 of this  Agreement by Subscriber or its agents, subcontractors or employees and (b) Subscriber’s violation of any applicable laws, and any privacy policies posted in accordance with such applicable laws.

9. CONFIDENTIALITY

a. “Confidential Information” shall mean information disclosed by one Party to the other and which includes, without limitation Platform, Documentation, financial, business, technical and marketing information, business plans, methods, processes, inventions, techniques, designs, data, know-how, ideas, concepts, strategies, trade secrets, software product and services and such other information. ConfidentialInformation does not include information which: (a) is in the public domain; (b) was known to the Party of such disclosure or becomes known to the Party without breach of any confidentiality agreement; (c) is independently developed by either Party without violating any confidentiality obligations stated herein; (d) is disclosed pursuant to a judicial order or requirement of a governmental agency or by operation of law.

b. The receiving Party shall keep Confidential Information and proprietary information and data received from the disclosing Party in strict confidence and shall not disclose it to any third parties except to a limited group of receiving Party’s directors, officers, agents, authorized representatives on a need-to-know basis. Each Party will use the same degree of care and discretion (but in any event no less than a reasonable degree of care and discretion) to avoid unauthorized disclosure or use of the other Party’s Confidential Information as that receiving Party uses to protect its own information of a similar nature from unauthorized disclosure or use.

c. Upon request by the disclosing Party, the receiving Party shall immediately return to the disclosing Party, all Confidential Information disclosed by the disclosing Party and all copies thereof. All such information shall be and shall remain the sole property of the disclosing Party.

d. The confidentiality obligations stated herein shall survive for a period of five (5) years from the date of termination or expiration of this Agreement.

e. The receiving Party agrees that any violation of the confidentiality obligations will cause irreparable injury to the disclosing Party, entitling disclosingParty to obtain injunctive relief in addition to all legal remedies.

10. INDEMNITY

Subscriber shall indemnify, hold harmless and defend Company against any costs or damages arising out of or in connection with any claim relating to (i) Subscriber’s breach of or violation of applicable laws and regulations; or (ii) Subscriber’s use of the Platform, the License, the Services and/or Professional Services other than as permitted under this Agreement; (iii) the acts or omissions of the Subscriber; or (iv) a third party claim made against Company for infringement or misappropriation based upon following conduct of  Subscriber: (a) Subscriber’s combination or use of the License with software, services, or products developed by Subscriber or third parties; (b) Subscriber Content infringes any patent, copyright or trademark, or misappropriates any trade secret.

11. LIMITATION OF LIABILITY

COMPANY SHALL NOT BE LIABLE TO THE SUBSCRIBER ORANY OTHER PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARYOR SPECIAL DAMAGES, HOWSOEVER CAUSED IN CONNECTION WITH THIS AGREEMENT EVEN IFTHE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

12. TERM AND TERMINATION

a. Term: The License Term shall commence automatically, upon the expiry of theFree Trial Term, unless Subscriber terminates this Agreement earlier in accordance with this clause 12.  The License to use and access the Platform and Services shall take effect the first time Subscriber access the Service and shall continue in full force and effect until i) Subcriber is paid subscriber as per the Plan, the expiration or termination of your License; or ii) Subscriber using Company’s free offering, when your account is deleted or terminated. ("License Term").

b. Termination for Cause:

i. Company may terminate this Agreement in the event that the Subscriber is in default of any of its material obligations hereunder.

ii. Company may terminate this Agreement without cause by providing thirty (30) days’ prior written notice to the Subscriber.

iii. Either Party may terminate this Agreement, if the other Party is adjudicated bankrupt or becomes insolvent, makes any assignment for the benefit of creditors, proceedings are instituted by the other Party seeking relief, reorganization or rearrangement under any laws relating to insolvency, bankruptcy or similar laws of any jurisdiction, a receiver, liquidator or trustee is appointed in respect of any property or assets of the other Party or an order is made for the liquidation, disPlatform or winding up of the other Party.

c. Consequences of Termination:

i. Upon the expiry or any termination of the Agreement, Subscriber’s right to use the License shall immediately cease and atCompany’s discretion.

ii. In case the Subscriber fails to renew the Agreement, Company shall retain the Subscriber Content for a period of upto 30 calendar days. However, if the Subscriber wishes the Company to retain the Subscriber for a period of more than 30 calendar days, such retention of Subscriber Content would be subject to additional cost. Subscriber will return/ delete/destroy any materials provided by Company to Subscriber.

iii. Company shall cease to render any further Services as the case may be.  

iv. Upon termination of the Agreement as per clause 12(b) (i) then Company shall (i)delete the prohibited Subscriber Content; (ii) suspend Subscriber access to theService; (iii) terminate and delete Subscriber account ; and/or (v) disclose the prohibited Subscriber Content to appropriate government authorities.

13. USE OF NAME AND LOGO

Subscriber hereby grants Company permission to use Subscriber’s name and logo in Company’s marketing materials, website, case studies, etc.  for promotional purposes or otherwise publicly announce or comment on this Agreement without prior written consent from Subscriber.

14. INTERPRETATION

This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a Party merely because that Party (or the Party's legal representative) drafted the Agreement. The headings, titles, and captions contained in this Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b)the word "including" means "including, without limitation”.

15. FORCE MAJEURE

Except for Subscriber’s payment obligations under this Agreement, neither Party will be in default or liable for any delay or failure to comply with this Agreement (other than any payment of money) due to any act beyond the reasonable control of the affected Party, excluding labour disputes, provided such Party immediately notifies the other.

16. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, including because of the duration thereof, the area covered thereby, or the types of activities restricted thereby, by a court of competent jurisdiction (i) the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, and (ii)the court of competent jurisdiction making such determination shall have the power to reduce the duration and/or area of such provisions or types of activities restricted and/or to delete specific words or phrases and in its reduced form such provision shall then be enforceable. The Parties may, by acting in good faith, adopt any and all actions required to cause such invalid, illegal and unenforceable provision to be valid and enforceable, or, alternatively, to reach an agreement in relation to said null provision whereby each of the Party receives, as far as possible, substantially the same benefits and obligations based on valid provisions, provided that the Agreement is not enforced in a form that materially affects the commercial agreement between the Parties.

17. ASSIGNMENT AND DELEGATION

Subscriber may not assign this Agreement. Company may assign this Agreement in conjunction with the sale of substantial assets, divestiture, merger or amalgamation, or to its affiliate, and may delegate or subcontract its duties under this Agreement. Any unauthorized assignment of this Agreement is void.

18. WAIVER

Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.

19.  GOVERNING LAWS

This Agreement and all rights and obligations under this Agreement shall in all respects be governed by and construed and enforced in accordance with the laws of the Singapore and the courts in Singapore have an exclusive jurisdiction to adjudicate any subject matter under this Agreement.  

20.  ENTIRE AGREEMENT

This Agreement and the Exhibits constitute the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement, and may not be amended, supplemented, varied or otherwise changed except in writing through mutual agreement of the Parties. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this Agreement. Any changes to this Agreement will be posted on the website. Subscriber continued use of any portion of the websites or any Services following notification or posting of such changes will constitute your acceptance of those changes. If Subscriber do not agree to be bound by the changes, then you may no longer use the Services

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