Cloud Services and Software Master Agreement
THIS MASTER AGREEMENT (THE "AGREEMENT") CONSTITUTES A BINDING LEGAL CONTRACT BETWEEN Godmerch AND THE INDIVIDUAL OR CORPORATE ENTITY SUBSCRIBING TO THE SOFTWARE OR SERVICES DESCRIBED HEREIN OR IN AN ASSOCIATED ORDER FORM ("YOU" OR THE "CUSTOMER"). TOGETHER WITH Godmerch, REFERRED TO AS THE "PARTIES", THIS DOCUMENT ESTABLISHES THE STRICT CONDITIONS GOVERNING YOUR AUTHORIZED ACCESS TO AND DEPLOYMENT OF OUR PLATFORM AND SERVICES.
Introduction & Overview
Godmerch is the creator and sole proprietor of a software platform designed to execute rules-based automation and analyze advertising metrics. These tools are delivered to clients via a Software-as-a-Service (SaaS) model; and
This document establishes the legal relationship between the involved parties regarding the customer's subscription plan, including the access and operational use of the service by its end users (as detailed below).
1. Agreement to Terms
- 1.1By purchasing a subscription to the offerings provided by Godmerch (the "Service"), you acknowledge and agree to be bound by these Terms of Service ("TOS").
- 1.2You may utilize the Service as a private individual or as a corporate representative. If representing a company, you guarantee that (i) you possess the legal authority to bind the organization and (ii) you are formally accepting these TOS on the company's behalf.
- 1.3We reserve the right to update these TOS periodically. Any revised TOS will become effective immediately upon publication.
2. License & Usage Limitations
- 2.1Under the conditions of these TOS, customers are granted a restricted, non-transferable, and non-exclusive license to access and utilize our hosted, proprietary software and accompanying documentation (the "Software" or "Service") through a standard web browser.
- 2.2The Service is hosted by Godmerch and provided to you exclusively via browser access. This agreement does not convey any ownership rights or intellectual property to you beyond the specific usage rights explicitly stated herein. We are under no obligation to provide you with physical or digital copies of the underlying source code or programs.
- 2.3You are strictly prohibited from (i) duplicating, altering, or developing derivative applications based on the Service; (ii) renting, leasing, distributing, or reselling access; or (iii) leveraging the Service to build a competing product (or aiding others in doing so). Furthermore, your use of the Service must comply with all relevant local, national, and international legal statutes.
- 2.4You agree not to, directly or through third parties: (i) transmit or upload content that is illegal, deceitful, libelous, harmful, virus-infected, or deemed inappropriate at our sole discretion; (ii) duplicate, resell, or exploit any portion of the Service without our explicit written consent; or (iii) deploy automated scripts, spiders, or manual techniques to scrape or monitor the platform's data.
- 2.5Your paid subscription encompasses standard technical support at no extra cost. We strive to maintain Service availability 24/7, with exceptions for: (a) scheduled maintenance, or (b) outages triggered by events outside our reasonable control (Force Majeure), such as natural disasters, governmental actions, terrorism, ISP disruptions, widespread labor strikes, or DDoS attacks.
3. Privacy & Security Policies
- 3.1Securing your information is our utmost priority. Detailed practices regarding data handling and protection are outlined in our dedicated Privacy Policy.
- 3.2Our operations fully comply with the statutory requirements of Singapore's data protection legislation.
- 3.3Should a data security incident occur, we will swiftly inform you about the extent and nature of the breach while simultaneously deploying industry-standard countermeasures to mitigate the issue.
4. Billing & Subscription Cycles
- 4.1Monthly plans are subject to automatic renewal at the end of each billing cycle unless formally canceled as per these terms.
- 4.2Quarterly subscriptions will automatically roll over every three months until a valid termination request is processed.
- 4.3Annual commitments automatically renew for successive twelve-month periods until properly terminated.
- 4.4Payment is expected immediately upon invoice generation and must be processed exclusively through the STRIPE payment gateway.
- 4.5Failure to remit payment via STRIPE within 24 hours will result in temporary suspension of Service access. If an invoice remains unpaid for seven days, your subscription will be fully canceled, leading to the permanent deletion of all associated account data (refer to Section 5 for more details).
- 4.6We maintain the right to reasonably adjust subscription pricing on an annual basis to reflect changing operational costs. Any such rate changes will be notified to you in writing and will not retroactively affect billing periods that have already been settled.
5. Account Activation & Cancellation
- 5.1This agreement activates on the date your subscription begins (the "Effective Date") and remains valid until all associated licenses expire or are canceled. For users on a free trial who do not upgrade, these terms will automatically terminate upon the trial's conclusion.
- 5.2Paid licenses take effect on the specific start date denoted in your checkout order and run for the agreed-upon timeframe.
- 5.3Customers hold the right to cancel their service via the billing dashboard prior to the onset of the upcoming billing cycle. Please note that we do not issue prorated refunds or credits for mid-cycle cancellations of any subscription tier.
- 5.4We reserve the authority to suspend or revoke your access without incurring liability if we possess reasonable grounds to believe you have breached these TOS, which includes the failure to pay outstanding fees.
- 5.5Our fundamental right to terminate this agreement for a valid cause, potentially without prior notice, remains fully intact.
- 5.6Once the agreement is terminated, we are under no obligation to retain or export your information. We may subsequently erase all your stored data from our servers, provided such deletion does not violate applicable laws.
6. Intellectual Property Ownership
- 6.1All intellectual property rights, ownership titles, and interests pertaining to the Software belong exclusively to Godmerch and are shielded by the intellectual property laws of Singapore.
- 6.2We retain absolute ownership over the Service, including any future updates, modifications, or enhancements, even if those improvements were directly inspired by customer feedback or suggestions.
- 6.3Conversely, we claim no ownership rights or interests whatsoever over your personally identifiable data.
7. User Conduct & Organizational Responsibility
- 7.1You acknowledge that we exert no influence over your internal human resources policies, including hiring, firing, or compensation decisions. You bear complete responsibility for how the Software is deployed within your organization and use it entirely at your own risk.
- 7.2Ensuring that your organization's usage of our Service strictly adheres to all relevant legal frameworks is exclusively your obligation.
- 7.3All data uploaded to the platform must be legally compliant. Materials that could potentially damage our reputation or corporate interests are strictly forbidden. This explicitly bans:
- content that infringes upon data privacy acts, criminal codes, copyrights, or trademark rights; and
- any material that is offensive, fraudulent, libelous, virus-laden, discriminatory, harassing, or pornographic in nature.
- 7.4Should any condition of this contract be breached, we are entitled to block your access to the Service until the violation is halted and any resulting damages are appropriately rectified.
- 7.5You are fully accountable for the conduct of your staff while they use the platform. You agree to indemnify and shield us against any claims or legal actions brought forth by third parties resulting from unauthorized or illegal use of the Service by your team.
- 7.6If access is restricted, our rights to formally terminate the agreement and pursue compensation for damages will remain entirely unaffected.
8. Limitations of Liability
- 8.1Under no circumstances shall Godmerch be held liable for indirect or consequential losses, including but not limited to lost revenues, missed savings, or business interruptions stemming from the use of, or inability to access, the Service.
- 8.2Should a data breach occur (referencing Section 3.3) and prompt you to cancel your plan, we may, at our sole discretion and evaluated on a case-by-case basis, issue a refund for the remaining subscription period. Following any such refund, your account data will be permanently slated for deletion.
9. General Provisions
- 9.1Rights and obligations outlined in these TOS cannot be transferred or assigned to a third party without explicit prior written consent from the other party. Unauthorized assignments will immediately void this agreement.
- 9.2In the event of a dispute that cannot be resolved through amicable negotiation, the matter shall fall under the exclusive jurisdiction of the Singaporean court system.
- 9.3If any specific clause within these terms is deemed legally invalid or unenforceable, the remainder of the agreement will continue in full force. The flawed provision will be substituted with a valid alternative that most accurately captures the original economic intent of the parties.
- 9.4This document constitutes the complete and exhaustive agreement between both parties regarding the Service, overriding and replacing all prior oral or written negotiations, representations, or understandings.
End of Master SaaS Agreement.
For any legal inquiries, please contact contact@godmerch.com
