Business Terms

Thank you for selecting QX LABS PTE. LTD.!

These Business Terms establish an agreement between QX LABS PTE. LTD., and you (“Customer”) that regulates your utilisation of our Services (as defined below). If you reside within a European Economic Area country or Switzerland, your agreement is with QX LABS PTE. LTD. By registering to use the Services, you consent to be bound by these Business Terms. You affirm to us that you are legally capable of entering into contracts, and if you are entering into these Business Terms for an entity, you assert that you possess the legal authority to bind that entity. Additionally, these Business Terms incorporate the Service Terms, Sharing & Publication Policy, Usage Policies, and any other provided guidelines or policies (collectively, the “QX LABS PTE. LTD. Policies”) and any Order Form signed by you and QX LABS PTE. LTD. or QX LABS PTE. LTD. webpage used for purchasing the Services (an “Order Form”) (together, the “Agreement”).

Services

Use of Services: We grant you a non-exclusive right to access and use the Services during the Term (as defined below). This includes the right to use QX LABS PTE. LTD.’s application programming interfaces (“APIs”) to integrate the Services into your applications, products, or services (“Customer Application”) and to make Customer Applications available to End Users (as defined below). “Services” refers to any services for businesses and developers we offer for purchase or use, along with associated software, tools, developer services, documentation, and websites, excluding any Third Party Offering.

Third-Party Offering: Third parties may provide products, services, or content through the Services (“Third Party Offering”). If you choose to access or use a Third Party Offering, your access and use are subject to this Agreement and any additional terms applicable to the Third Party Offering.

Responsibilities for Your Account: You must provide accurate and up-to-date account information. You are responsible for all activities under your account, including those of any end user (“End User”) who has an account under your account (“End User Account”) or accesses the Services through your Customer Application. You may not share account access credentials, use individual login credentials among multiple users, or resell or lease account access. Notify us promptly of any unauthorised access or use of your account or our Services.

Usage Restrictions

We hold exclusive rights, title, and interest in the Services. Your rights to utilise the Services are strictly limited to those expressly granted in this Agreement.

You are prohibited from, and must not allow End Users to:

  • Utilise the Services or Customer Content (as defined below) in a manner that violates any applicable laws or QX LABS PTE. LTD. Policies;
  • Employ the Services or Customer Content in a way that infringes, misappropriates, or otherwise contravenes the rights of any third party;
  • Transmit any personal information of children under 13 or the relevant age of digital consent, or permit minors to use our Services without consent from their parent or guardian;
  • Conduct activities such as reverse assembling, reverse compiling, decompiling, translating, engaging in model extraction or stealing attacks, or attempting to discover the source code or underlying components of the Services, algorithms, and systems of the Services (unless these restrictions conflict with applicable law);
  • Utilise Output (as defined below) for the development of artificial intelligence models that compete with our products and services. However, you are allowed to use Output to (i) create artificial intelligence models primarily intended for categorising, classifying, or organising data (e.g., embeddings or classifiers), provided that such models are not distributed or commercially made available to third parties, and (ii) fine-tune models provided as part of our Services;
  • Employ any method to extract data from the Services other than as permitted through the APIs; or
  • Engage in the buying, selling, or transferring of API keys to or from a third party.

Content

Customer Content: You and End Users may provide input to the Services (“Input”) and receive output from the Services based on the Input (“Output”). We call Input and Output together “Customer Content.” You retain ownership rights in Input, and you own all Output.

Obligations for Customer Content: We process and store Customer Content in accordance with our ASK QX privacy commitments. We use Customer Content only as necessary to provide the Services and comply with applicable law. We do not use Customer Content to develop or improve the Services.

Your Obligations for Customer Content: You are responsible for all Input and represent that you have all rights, licences, and permissions required to provide Input. You are solely responsible for using the Outputs and evaluating their accuracy and appropriateness.

Similarity of Output: Due to the nature of our Services and artificial intelligence, Output may not be unique, and other users may receive similar content. Our assignment of Output does not extend to other users’ output or content delivered as part of a Third Party Offering.

Confidentiality

Use and Nondisclosure: “Confidential Information” means any disclosed business, technical, or financial information identified as confidential or reasonably understood to be confidential. Confidential Information includes Customer Content. The Recipient agrees to use Confidential Information only to exercise rights and fulfil obligations under this Agreement, take reasonable measures to protect it, and not disclose it to third parties except as expressly permitted.

Exceptions: Obligations do not apply to information generally available to the public, in Recipient’s possession before disclosure, disclosed without restriction by a third party, or independently developed without use of Confidential Information. Recipients may disclose Confidential Information to its employees, contractors, and agents bound by confidentiality obligations.

Security

Our Security Program: We maintain an information security program to protect the Services and Customer Content. This includes internal policies, procedures, and measures to identify and minimise security risks.

Our Security Obligations: As part of our information security program, we implement and enforce policies, deploy production infrastructure securely, require multi-factor authentication, configure network security, maintain a logging and incident response process, and conduct periodic security reviews.

Privacy

Personal Data: If you use the Services to process personal data, you must provide privacy notices, obtain necessary consents, and process personal data in accordance with applicable law. If processing personal data as defined under data protection laws, execute our Data Processing Addendum.

HIPAA: You agree not to use the Services for processing Protected Health Information unless you sign a Healthcare Addendum and Business Associate Agreement with us.

Term & Termination:
Duration: The term of this Agreement commences on the earlier of the acceptance of these Business Terms, the Effective Date of an Order Form, or your initial use of the Services. It remains effective until terminated as per Section “Term & Termination”. If you subscribe to the Services, the subscription term will automatically renew unless either party notifies the other of non-renewal at least thirty days before the next renewal period commences.

Termination: You may terminate this Agreement at any time by closing your account, unless Services are purchased for a committed duration. Either party may terminate this Agreement with written notice under two circumstances: (a) if the other materially breaches the Agreement and fails to cure the breach within thirty days of receiving written notice, or (b) if the other ceases business operations or undergoes insolvency proceedings. QX LABS PTE. LTD. holds the right to suspend access to the Services or terminate the Agreement or any Order Form under specific conditions outlined in subsections (i), (ii), and (iii). We will make reasonable efforts to notify you before any suspension or termination, providing an opportunity to address the concerns.

Consequences of Termination: Termination or expiration does not negate accrued rights or obligations under this Agreement up to the termination or expiration date, including the payment of due amounts. Certain provisions, such as confidentiality obligations, limitations of liability, and disclaimers, will persist and continue to be enforceable. Within 30 days of termination, we will delete all Customer Content from our systems, unless legal requirements mandate retention.

Warranties & Disclaimers

Services Warranty: We warrant that the Services will substantially comply with our documentation. For any non-compliance, your exclusive remedy is to receive additional Services to achieve compliance or if we cannot remedy within thirty days, terminate and receive a refund.

Disclaimers: Except as expressly provided in this Agreement, we disclaim all warranties, including fitness for a particular purpose and non-infringement. You accept the Services “as is” and “as available” and bear the risk of using them. No oral or written information or advice provided by us creates a warranty.

Indemnification:

Indemnification by Us: We commit to defending and indemnifying you against damages awarded by a competent court and settlement amounts to a third party due to a third-party claim asserting that the Services, including the training data utilised to train the model powering the Services, infringe any third-party intellectual property right. This indemnification excludes claims arising from: (a) combining any Services with products, services, or software not provided by us or on our behalf, (b) fine-tuning, customization, or modification of the Services by any party other than us, (c) the Input or any training data you provide, (d) your failure to comply with this Agreement or relevant laws, regulations, or industry standards, or (e) Customer Applications (if the claim wouldn’t have arisen without your Customer Application). If we reasonably believe that any part of the Services is likely to be subject to an infringement claim, we will, at our cost, either (x) secure your right to continue using the Services, (y) replace or modify the allegedly infringing Service to make it non-infringing, or (z) if (x) and (y) are impractical, at our sole discretion, terminate this Agreement with written notice to you and refund any prepaid amounts for unused Services. You must promptly follow our reasonable instructions, including replacing, modifying, or discontinuing the use of an affected Service.

Indemnification by Customer: You agree to indemnify, defend, and hold us, our affiliates, and licensors harmless from any liabilities, damages, and costs (including reasonable attorneys’ fees) payable to a third party arising from a third-party claim related to (a) the use of the Services in violation of this Agreement (including QX LABS PTE. LTD. Policies), (b) Customer Applications (if any), or (c) Input.

Indemnification Procedure: In the event of a claim, the indemnified party shall promptly notify the indemnifying party in writing, offering reasonable cooperation in the defence or investigation of the claim, including preserving and sharing relevant Customer Content. The indemnifying party will have sole control over the defence and settlement, with the indemnified party entitled to participate at its expense. The indemnifying party may not settle any claim without the prior written consent of the other party, except for settlements that do not impose liability, impair the other party’s rights, or require an admission of liability. The remedies outlined in this Section 10 constitute the exclusive remedies for any third-party claim asserting that the Services or Customer Content infringe intellectual property rights.

Limitation of Liability

Exclusion of Indirect Liability: Neither party will be liable for any indirect, special, consequential, exemplary, or punitive damages, including lost profits, unless the claim arises from gross negligence, intentional misconduct, or non-payment.

Maximum Liability: Our aggregate liability for all claims will not exceed the amount paid by you for the Services giving rise to the liability in the twelve months preceding the claim.

Trade Controls

It is imperative to adhere to all relevant trade laws, encompassing sanctions and export control laws. The utilisation of our Services is prohibited in, or for the advantage of, any Singapore embargoed country or territory. Additionally, our Services may not be exported or re-exported to any individual or entity with whom transactions are forbidden or restricted under applicable trade laws. Furthermore, our Services must not be employed for any end use contrary to the stipulations of applicable trade laws. Importantly, the Input you provide must not incorporate material or information necessitating a government licence for release or export.

Dispute Resolution

BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

MANDATORY ARBITRATION: You and QX LABS PTE. LTD. commit to resolving any claims arising from or related to this Agreement or our Services, regardless of the timing of the claim, through final and binding arbitration.

Informal Dispute Resolution: We seek to address concerns informally before initiating formal legal action. Both parties agree to attempt an informal resolution by notifying the other through this form. If a Dispute remains unresolved after 60 days, either party may initiate arbitration. Additionally, both parties agree to participate in an individual settlement conference upon request during this period. The informal resolution process tolls any statute of limitations.

Arbitration Forum: Either party may commence binding arbitration through National Arbitration and Mediation (NAM), or if NAM is unavailable, an alternative arbitral forum will be selected. The initiating party is responsible for all filing fees, and other administrative and arbitrator’s costs will be governed by the arbitration provider’s rules. Should a claim be deemed frivolous, the claimant is obligated to reimburse the other party for related fees.

Arbitration Procedures: The arbitration, conducted by a sole arbitrator appointed by NAM under its prevailing rules, may occur via telephone, written submissions, video conference, or in person in Singapore, or at another agreed-upon location. The arbitrator decides all issues except for matters falling under the authority of a Singapore court. Settlement offers are disclosed only after the arbitrator determines the final award, if any.

Exceptions: Certain claims are not subject to arbitration: (a) individual claims in small claims court, and (b) claims for injunctive or other equitable relief to prevent unauthorised use or abuse of the Services or intellectual property infringement.

NO CLASS ACTIONS: Disputes must be pursued individually; no class, consolidated, or representative proceedings are allowed. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are prohibited. If a Dispute proceeds in court rather than through arbitration, both parties waive the right to a trial by jury.

Batch Arbitration: If 25 or more claimants file arbitration demands raising substantially similar Disputes within 90 days, NAM will administer them in batches of up to 50 claimants each (“Batch”). Each Batch will undergo consolidated arbitration. If any part of this section is found invalid or unenforceable, it will be severed and arbitrated in individual proceedings.

Severability: If any part of this Section 13 is found illegal or unenforceable, the remainder remains in effect. However, if partial illegality or unenforceability would allow class or representative arbitration, the entire Section 13 becomes unenforceable. This section does not waive or limit the right to seek public injunctive relief or any other non-waivable right pending an arbitrator’s ruling on the substance of that claim.

Modifications to these Business Terms and other QX LABS PTE. LTD. Policies
Revisions: We reserve the right to update these Business Terms or the QX LABS PTE. LTD. Policies, and we will provide you with reasonable notice, which may include posting the update on our website. In cases where, in our sole judgement, an update significantly affects your rights or obligations, we will give you at least 30 days’ notice before the update takes effect, unless the update is essential for compliance with applicable law, in which case we will provide notice as promptly as possible. Any other updates will be effective on the date we publish the revised Business Terms or QX LABS PTE. LTD. Policies. Your continued use of, or access to, the Services following an update will indicate your acceptance of the changes. If you disagree with an update, you have the option to discontinue using the Services or terminate this Agreement as per section Termination

Exceptions to Updates: Updates to these Business Terms or the QX LABS PTE. LTD. Policies will not apply to: (a) Disputes between you and QX LABS PTE. LTD. that arose before the update; or (b) Order Forms signed by you and QX LABS PTE. LTD. (as opposed to an automated ordering page) before we notify you of the update. However, if an update pertains to a Service or feature launched after the signing of an Order Form, it will be effective upon your initial use of that Service.

Miscellaneous

Section Headings: The headings in these Business Terms are included for convenience only and do not intend to impact the meaning or interpretation of these Business Terms.

Feedback: If you furnish us with feedback concerning the Services (“Feedback”), you hereby grant us the right to use and exploit the Feedback without any restrictions or compensation.

Publicity: You are permitted to use our name and trademarks to depict your use of the Services strictly in accordance with our Brand guidelines. We will refrain from using your name or trademarks publicly without obtaining your prior written approval.

Entire Agreement: This Agreement constitutes the entire understanding between you and QX LABS PTE. LTD. regarding its subject matter, superseding all prior or concurrent agreements, communications, and understandings, whether oral or written. Any terms and conditions in any purchase order sent by you to us will not apply to this Agreement and are considered null and void.

Relationship of the Parties: Under this Agreement, both you and QX LABS PTE. LTD. will function as independent contractors and will not seek to bind each other to any contract.

No Third Party Beneficiary: There are no intended third-party beneficiaries to this Agreement, and both you and QX LABS PTE. LTD. explicitly intend that nothing within this Agreement will give rise to any right or cause of action, whether contractual or otherwise, on behalf of any third party.

Force Majeure: Apart from payment obligations, neither you nor QX LABS PTE. LTD. will be liable for failures or delays resulting from circumstances beyond your or QX LABS PTE. LTD.’s reasonable control, including governmental actions, acts of terrorism, natural disasters, labour conditions, or power failures.

Assignment: This Agreement may not be assigned except as permitted under Section 15.9 (Assignment). We retain the right to assign this Agreement to an affiliate without notice or consent. Both you and QX LABS PTE. LTD. may assign this Agreement to a successor with substantially all the respective party’s assets or business, provided that the assigning party gives reasonable prior written notice (at least 30 days) of the assignment. This Agreement will be binding on the parties and their respective successors and permitted assigns.

Notices: All notices must be in writing. We may notify you using the registration information or the email address linked to your account. Service of notice will be deemed given on the date of receipt if sent by email or on the date dispatched via courier if sent by post. We accept service of process at the following address: support@qxlabai.com.

Severability: In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to allow the remainder of this Agreement to remain in full force and effect and be enforceable.

Jurisdiction: Venue, and Choice of Law. This Agreement will be governed by the laws of the State of Singapore, excluding its conflicts of law rules or principles. All claims arising out of or related to this Agreement will be exclusively brought in the federal or state courts of Singapore.