HyperGo Private Preview Terms of Service
THESE TERMS OF SERVICE (“TERMS”) GOVERN THE ACCESS TO AND/OR USE OF PRODUCTS AND SERVICES PROVIDED BY [COMPANY NAME] (“WE,” “US,” OR “OUR”) AND CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN [COMPANY NAME] AND ANY INDIVIDUAL OR ENTITY (“YOU” OR “CUSTOMER”) SEEKING TO ACCESS OR USE OUR PRODUCTS OR SERVICES.
BY ACCESSING OR USING ANY OF OUR PRODUCTS OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, ALONG WITH ANY ADDITIONAL TERMS, CONDITIONS, AND POLICIES REFERENCED AND INCORPORATED HEREIN (THE “AGREEMENT”). IF YOU ACCESS OR USE OUR PRODUCTS OR SERVICES ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE ANY OF OUR PRODUCTS OR SERVICES.
IN THE EVENT OF A SEPARATE WRITTEN AGREEMENT BETWEEN YOU (OR YOUR ENTITY) AND US THAT SPECIFICALLY GOVERNS YOUR USE OF OUR PRODUCTS OR SERVICES, THE TERMS OF THAT AGREEMENT SHALL PREVAIL OVER THESE TERMS.
For the purposes of this agreement and any related documents, “GOCODE CLOUD” shall mean GOCODE PTE. LTD., including but not limited to all its products, services, and offerings provided to us. This definition expressly includes HyperGo and any other existing or future products, services, platforms, or solutions that may be developed, launched, or offered by GOCODE PTE. LTD. Unless otherwise specified, all references to “GOCODE” or “GOCODE CLOUD” shall be interpreted in this manner throughout this document and any associated agreements.
1. DEFINITIONS Capitalized terms used herein have the meaning ascribed below, or where such terms are first used, as applicable.
1.1 “Affiliate” means, with respect to a party, any entity that controls, is controlled by, or which is under common control with, such party, where “control” means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity, or the contractual right to establish policy for, and manage the operations of, the entity.
1.2. “Gocode Security Standards” means the security standards set forth in the Gocode Security Addendum located at: https://gocode.sg/security-addendum/.
1.3. “Gocode Service” means the Gocode software-as-a-service offering located at www.gocode.sg.
1.4 “Content” means any and all information, content and data ingested into Gocode Hypergo by Customer and/or its end users.
1.5 “Documentation” means the end-user documentation for Gocode Hypergo published at gocode.com/docs.
1.6 “DPA” means the Gocode Customer Data Processing Addendum located at: gocode.com/legal/agreements/data-processing-addendum/.
1.7 “Effective Date” shall mean the date upon which You register your Account with Gocode Hypergo, as described in Section 2 below.
1.8 “Infringement Claim” means a claim brought against Customer by an unaffiliated third party alleging that Customer’s use of Gocode Hypergo in accordance with this Agreement, during the applicable Subscription Term, infringed such party’s patent, copyright or trademark, or made unlawful use of such party’s trade secret.
1.9 “Subscription” means Customer’s right, for a fixed period of time, to access and use Gocode Hypergo and to receive associated Support Services.
1.10 “Subscription Term” means the period of time for which a Subscription is valid, as further described in Section 11.1 of this Agreement.
1.11 “Support Services” means maintenance and support services for Gocode Hypergo, that are included in a Subscription, as more fully described in the Support Services Policy.
1.12 “Support Services Policy” means Gocode’s support services policy for a Gocode Service, as further described at https://gocode.sg/support/policy/.
2. Customer Account. In order to use Gocode Hypergo, you must first register an account (“Account”). By creating the Account, you are responsible for maintaining the security of your Account (including, but not limited to, login credentials and the correct configuration of access control lists), and you are fully responsible for all activities that occur under your Account, and any other actions taken in connection with your Account. You agree to immediately notify Gocode of any unauthorized use of your Account, or any other breaches of security, of which you become aware. Gocode will have no liability for any acts or omissions on your part, including any damages of any kind incurred as a result of such acts or omissions.
3. PROVISION AND USE OF GOCODE HYPERGO
3.1 Provision of Gocode Hypergo. During the Subscription Term, and subject to the terms and conditions of this Agreement, Gocode will provide to Customer, and Customer is hereby granted the right to use Gocode Hypergo. Customer Affiliates are also permitted to use Gocode Hypergo during the Term, provided that such use by Affiliates must be solely for the benefit of Customer, and Customer shall be responsible for all acts and omissions of such Affiliates in connection with their use of Gocode Hypergo that are contrary to the terms and conditions of this Agreement. Gocode reserves the right to change the features and functions of Gocode Hypergo, and will use commercially reasonable efforts to provide advance notice of any such changes that result in the elimination of any features or functions.
3.2 No Other License; No Assignment of Rights. This Agreement grants Customer a limited right to use Gocode Hypergo. Nothing in this Agreement shall be understood to transfer from Gocode to Customer any intellectual property rights, and all right, title and interest in and to Gocode Hypergo will remain (as between the parties) solely with Gocode or its third-party suppliers. The Gocode trademarks, service marks, graphics and logos used in connection with Gocode Hypergo and the Support Services are trademarks or registered trademarks of Gocode or Gocode’s third-party suppliers. Other trademarks, service marks, graphics and logos used in connection with Gocode Hypergo may be the trademarks of other third parties. Gocode grants to Customer no right or license to reproduce, or otherwise use any Gocode or third-party trademarks under this Agreement.
4. RESTRICTIONS ON USE OF GOCODE HYPERGO
4.1 Restrictions on Use of Gocode Hypergo. Customer shall use Gocode Hypergo in compliance with all applicable laws, including export control and data privacy laws. Customer shall not: (i) execute or attempt to execute any computer viruses, worms, time bombs, Trojan horses and other harmful or malicious code, routines, files, scripts, agents, or programs (“Malware”) in Gocode Hypergo or use Gocode Hypergo to transmit Malware; (ii) use Gocode Hypergo to store or distribute any information, material, or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the privacy or intellectual property rights of any third party; (iii) access or use Gocode Hypergo to compete against Gocode; (iv) access or use Gocode Hypergo for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Gocode Hypergo through its account available to any third party; (vi) sell, resell, rent, lease, offer any time-sharing arrangement, service bureau, or any service based upon, Gocode Hypergo; (vii) interfere with or disrupt the integrity, security, or performance of Gocode Hypergo or third-party data contained therein; (viii) attempt to gain unauthorized access to Gocode Hypergo or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile, or reverse engineer Gocode Hypergo or any component thereof; (x) use Gocode Hypergo to process any protected health information; (xi) use Gocode Hypergo to store or process any classified information (i.e., information given a security classification by a government body and protected against unauthorized disclosure under applicable law) or data subject to the International Traffic in Arms Regulations; or (xii) use Gocode Hypergo in furtherance of the violation of the rights of others.
4.2 Technical Controls. If Customer’s use of Gocode Hypergo materially degrades the performance of Gocode Hypergo for other customers, rate limiting controls may result in the temporary reduction or a pause in the responsiveness of Gocode Hypergo. Furthermore, Customer shall contact Gocode if Customer desires to assess performance by benchmarking for more than five minutes.
5. SUPPORT SERVICES
During the Term, Gocode will provide Customer with Support Services in accordance with the Support Services Policy. Support Services will only be delivered remotely, electronically, through the Internet, and/or via telephone. Support Services are provided to Customer solely for Customer’s internal use in connection with the use of Gocode Hypergo under this Agreement, and may not be used in connection with your use of Gocode software licensed under the Apache 2.0 license agreement. In addition, Customer agrees to not use the Support Services to supply any consulting, support, or training services regarding Gocode Hypergo to any third party other than Customer Affiliates.
6. CUSTOMER CONTENT; DATA PROCESSING
6.1 Gocode Security. Gocode will implement reasonable and appropriate security measures for Gocode Hypergo designed to protect Content against unauthorized access, modification, destruction, or disclosure in accordance with the Gocode Security Standards. Gocode may modify the Gocode Security Standards from time to time, but will continue to provide at least the same level of security as is described in the Gocode Security Standards as of the Effective Date.
6.2 Customer Responsibility for Content. Customer is fully responsible for the content, accuracy, and completeness of the Content, and any loss, liabilities, or damages resulting from the Content. Customer represents and warrants that it owns or has the necessary licenses to provide the Content to Gocode and that the Content does not contain any executable Malware.
6.3 Data Processing. The parties agree to comply with the DPA.
6.4 License to Gocode. By submitting Content to Gocode, Customer grants Gocode a sublicensable, worldwide, royalty-free, and non-exclusive right to reproduce, modify, adapt, and publish the Content solely for the purpose of enabling Gocode to provide Customer with Gocode Hypergo and Support Services.
6.5 Content Retrieval. Customer is solely responsible for deleting or retrieving Content from Gocode Hypergo prior to termination of the applicable Subscription.
6.6 Usage Data. Gocode may collect tracking and operational data related to Customer’s use of Gocode Hypergo and may reproduce, analyze, modify, and adapt Usage Data to provide, maintain, protect, and improve Gocode Hypergo.
7. CONFIDENTIAL INFORMATION
7.1 Confidential Information. Both parties acknowledge that, in the course of performing this Agreement, they may obtain information relating to products (such as goods, services, and software) of the other party, or relating to the parties themselves, which is of a confidential and proprietary nature (“Confidential Information”). Confidential Information includes materials and all communications concerning Gocode’s or Customer’s business and marketing strategies, including but not limited to employee and customer lists, customer profiles, project plans, design documents, product strategies and pricing data, research, advertising plans, development activities, interfaces with Gocode Hypergo, and any other proprietary information shared under this Agreement.
7.2 Non-use and Non-disclosure. The parties shall at all times, both during the Term and thereafter, keep in trust and confidence all Confidential Information of the other party and shall not use such Confidential Information other than as necessary to carry out its duties under this Agreement, nor disclose any such Confidential Information to third parties, except to Affiliates as necessary to fulfill this Agreement.
7.3 Non-Applicability. The obligations of confidentiality shall not apply to information which (i) is publicly available through no breach of this Agreement, (ii) is already in the receiving party’s possession without restriction, (iii) is obtained lawfully from a third party without restriction, or (iv) is independently developed without use of Confidential Information.
8. DISCLAIMER OF WARRANTIES
8.1 CUSTOMER UNDERSTANDS THAT GOCODE HYPERGO IS PROVIDED FREE OF CHARGE AND NOT INTENDED FOR USE WITH PRODUCTION DATA. GOCODE HYPERGO AND SUPPORT SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GOCODE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. LIMITATION OF LIABILITY
9.1 Excluded Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT.
9.2 Damages Cap. EXCEPT WITH RESPECT TO BREACH OF CONFIDENTIALITY OR CUSTOMER’S VIOLATION OF USE RESTRICTIONS, GOCODE’S TOTAL LIABILITY SHALL NOT EXCEED TEN THOUSAND DOLLARS ($10,000).
10. TERM AND TERMINATION
10.1 Subscription Term. The Subscription Term begins on the Effective Date and continues for ninety (90) days unless terminated earlier. It will auto-renew for additional thirty (30) day periods unless either party provides notice of termination at least fifteen (15) days prior to expiration.
10.2 Termination. Either party may terminate this Agreement upon written notice if the other party commits a material breach and fails to cure within thirty (30) days. Gocode may also terminate upon discontinuation of Gocode Hypergo.
11. GOVERNING LAW
11.1 This Agreement shall be governed by and construed under the laws of Singapore, without regard to conflict of laws principles. Any disputes shall be resolved in the courts of Singapore.
12. GENERAL PROVISIONS
12.1 Anti-Corruption. Both parties shall comply with applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and similar laws in Singapore.
12.2 Assignment. Neither party may assign this Agreement without written consent, except in cases of corporate reorganization or acquisition.
12.3 Export Control. Customer acknowledges that Gocode Hypergo is subject to export control regulations and agrees to comply with all applicable laws.
12.4 Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements related to Gocode Hypergo. No modification shall be valid unless in writing and signed by authorized representatives of both parties.
