Business Terms

Thank you for choosing QX Labs AI. 

These Business Terms set out additional terms and conditions that apply to you (“Customer“) as a business or corporate entity, and govern your access and use of our applications and websites, both web and mobile versions (collectively referred to as our “Platform”) and all Products, information, functions, features, and services provided by us through our Platform (collectively referred to as our “Services”), which includes any services for businesses and developers we offer for purchase or use, and associated software, tools, developer services, documentation, and websites, excluding any Third Party Services (as defined below). Please refer to the Terms of Use for the definition of “Products“.

The Business Terms form an agreement between you and QX LABS PTE. LTD. (referred to as “we”, “us”, or “our” in these Business Terms) and by making an application for a Corporate Account (as defined below), you consent to be bound by these Business Terms and represent that you have the legal capability to enter into and agree to contracts, and if you are entering into and agreeing these Business Terms on behalf of an entity, that you are authorised by that entity and can bind such entity to these Business Terms. 

These Business Terms should be read with our Terms of Use, and any guidelines, notices, operating rules, policies, and instructions pertaining to access to / use of the Platform and / or the Services, and any amendments to these issued by us from time to time (“Policies”) published on our Platform, and any Order Form signed by you and us, or any of our webpages used for purchasing the Services (an “Order Form“) (collectively, the “Agreement“).

General access to Platform and / or 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 our 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 (“End-Users”).  

Where third parties provide products, services, or content through the Services (“Third Party Services“), your access or use of Third Party Services is subject to this Agreement and any additional terms applicable to the Third Party Services.

Account registration. You must provide accurate and complete information when registering your Corporate Account. You hereby represent and warrant to us that all information that you have provided to us is and remains true, accurate and complete, and that you will keep us informed in writing of any changes to such information.

You represent and warrant to us that you have full control and usage of the contact details, including email address and/or mobile number, provided to us in relation to your Corporate Account at all times. You authorise us to provide notices to you at these contact details from time to time, and to allow us to verify these contact details. 

You are responsible for all activities under and/or are associated with your Corporate Account, including those of any End-User who has an account under your Corporate Account (“End-User Account“) or who 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. You agree to notify us promptly of any unauthorised access or use of your Corporate Account or our Services.

Use of our Services. You further represent and warrant to us that: 

1. You will comply with these Business Terms and our Policies; 
2. You will comply with all applicable laws to the fullest extent when accessing and / or using the Platform, the Services and your Corporate Account; and 
3. You will not use your Corporate Account for any fraudulent or illegal activities, or carry out acts which are fraudulent in nature. 

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

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

1. Use the Services or Customer Content (as defined below) in a manner that violates any applicable laws or any of our Policies;
2. Use the Services or Customer Content in a way that infringes, misappropriates, or violates another person or party’s rights;
3. Provide us with any personal data of children under 13 or the applicable age of digital consent, or allow persons under 18 years of age (or the age of majority in the relevant jurisdiction) to use our Services without consent from their parent or legal guardian; 
4. Attempt to, or assist in, reverse engineering, reverse assembling, reverse compiling, decompiling, translating, engaging in model extraction or stealing attacks, or otherwise revealing the source code or underlying components, algorithms, and systems of our Services, to the extent such restrictions are permissible under applicable laws; 
5. Attempt to, or assist in, accessing our Platform or Services to build a competing product or service, including to develop or train competing machine learning models or related technology, except as expressly provided by us; 
6. Utilise Output (as defined below) to develop competing machine learning models or related technology, though you are permitted 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;
7. Use any method to extract data from the Services other than as permitted through the APIs; or
8. Buying, selling, or transferring API keys to a third party.

Content 

In the course of using our Services, you and End-Users may provide prompts and input to the Services (“Input“) and receive generated output (“Output”) based on such Input (collectively, “Customer Content”). 

We process and store Customer Content in accordance with our privacy commitments and use Customer Content only to the extent necessary to provide our Platform and Services and comply with applicable laws. We do not use Customer Content to develop or improve our Platform and / or Services.

With regard to Customer Content, you are responsible for all Input and represent and warrant that you have all required rights, licenses and permissions to provide Input to our Services. You are also solely responsible for all of your use of the Output, and ensuring that the Output is appropriate for your intended use. 

Content ownership: As between you and QX LABS PTE. LTD., to the extent permissible under applicable laws, you retain your ownership rights in any of your Inputs. We hereby authorise your to use any Output generated by you in compliance with these Business Terms and our guidelines and policies. Note that due to the nature of our Services and artificial intelligence, Output may not be entirely unique and may be similar to Output generated by other users. The mentioned authorisation to you does not extend to other users’ Output or any content delivered as part of a Third Party Services. 

Confidentiality 

Each party shall not disclose any Confidential Information to any person, other than its employees, contractors and agents who need to know the Confidential Information for the performance of the Services, without the prior written consent of the other party. The parties must ensure that their employees, contractors and agents are bound by confidentiality obligations at least as stringent as those under this Agreement. 

The parties will use Confidential Information disclosed to them only to exercise their rights and fulfil their obligations under this Agreement. The receiving party will also take reasonable measures to protect Confidential Information disclosed to them against theft, damage, loss, or unauthorised use or disclosure. 

“Confidential Information” includes any business, technical, or financial information, materials, or other subject matter disclosed by one party to the other that is confidential in nature, is marked confidential or is otherwise identified as confidential at the time of disclosure, or should be reasonably understood to be confidential under the circumstances, but does not include:

1. Information which is or becomes publicly available without breach of this Clause by the receiving party and/or its affiliates; 
2. Information which was lawfully obtained by the receiving party without any breach of this Clause or any other confidentiality obligation, including through rightful disclosure to the receiving party without restriction by a third party; 
3. Information which had been in the receiving party’s possession or was known by the receiving party prior to receipt from the disclosing party; or
4. Information which is developed independently by the receiving party without breach of this Agreement and without relying on the Confidential Information. 

Where the Recipient must disclose Confidential Information in compliance with their legal obligations, the Recipient must make all reasonable efforts to provide the Discloser with advance notice of such disclosure. 

Privacy and Security

We maintain an information security program to protect the Services and Customer Content against accidental or unlawful loss, access or disclosure, including internal policies, processes, and measures to identify, minimise and effectively address security risks.

As part of our information security program, we implement and enforce policies related to data storage, transfer, and access; deploy secure production infrastructure where possible; require multi-factor authentication for employees; configure network security, firewalls, and resources for least-privilege access; maintain a logging and incident response process; maintain correction and remediation action plans to respond to potential security threads; and conduct periodic reviews of our security systems. 

Personal Data. If you use the Services to process personal data, you must comply with applicable data protection laws, including by providing sufficient and compliant privacy notices; obtaining necessary consents; and ensuring that such processing is in accordance with applicable laws.     

 Term and Termination

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, and remains effective until terminated per this Clause of the Business Terms. If you subscribe to the Services, the subscription term will automatically renew with the users consent, users can cancel the automatic renewal anytime.

Termination. Unless you have purchased our Services for a committed duration, you may terminate this Agreement at any time by deleting your Customer Account. Either party may terminate this Agreement upon notice in writing where (a) the other materially breaches the Agreement and fails to cure the breach within thirty (30) days of receiving written notice; or (b) the other ceases business operations or undergoes insolvency proceedings. We reserve the right to suspend your or any End-User’s access to the Services or terminate this Agreement or any Order Form: (a) if required to do so by law; (b) to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party; or (c) for repeated or material violation(s) of our Policies. We will make reasonable efforts to notify you of any suspension or termination and provide you with an opportunity to resolve the issue prior to suspension or termination. 

Termination or expiration will not affect any rights or obligations under this Agreement, including the payment of amounts due which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers. We will delete all Customer Content from our systems within thirty (30) days of termination unless legally required to retain such Customer Content. 

Warranties & Limitation of Liability 

Warranties. We warrant that, during the Term, when used in accordance with this Agreement, the Services will conform in all material respects with the documentation we provide to you or otherwise make publicly available. 

Disclaimer of warranties. Except for to the extent expressly provided for in these Terms, to the maximum extent permitted under law, (a) the Services and Output are provided on an “as is” and “as available” basis without warranty of any kind, and (b) we make no warranties (express or implied), including but not limited to warranties of merchantability, non-infringement, fitness for a particular purpose, satisfactory quality, and quiet enjoyment, as well as any implied warranty arising from statute, course of dealing or performance, or trade use. We make no representations or warranties that use of the Services will be uninterrupted, secure, or error-free, or not lost or altered; or that Customer Content will be accurate. We also make no representations or warranties with respect to Third Party Services. References to a third party in Output does not indicate that such third party endorses or are otherwise working with or affiliated with us. 

Limitation of Liability. Other than (i) a party’s gross negligence or willful misconduct; (ii) your committing any prohibited activity under Clause 1 (General access to Platform and / or use of Services); (iii) either party’s breach of its confidentiality obligations under Clause 3 (Confidentiality); a breach of our security obligations under Clause 4 (Privacy and Security); or (v) a party’s indemnification obligations under this Agreement, neither party or our respective affiliates or licensors will be liable under this Agreement for any indirect, punitive, incidental, special, consequential, or exemplary damages (including lost profits) even if that party has been advised of the possibility of those damages. 

Except for (i) a party’s gross negligence or wilful misconduct or (ii) a party’s indemnification obligations under this Agreement, each party’s total liability under the Agreement is limited to the total amount you paid to us in the twelve (12) months immediately prior to the event giving rise to liability. The foregoing limitations apply despite any failure of essential purpose of any limited remedy and to the maximum extent permitted by applicable laws. 

Indemnification

Claims against us. You will indemnify and hold us, our affiliates, and our personnel, harmless, from and against any costs, losses, liabilities, damages and expenses (including reasonable attorneys’ fees) from third-party claims arising out of or relating to: (a) Content; (b) your use of the Services and Content; (c) any violation of these Terms of Use; or (d) Customer Applications (if any). You must promptly notify us of any such third-party claim and reasonably cooperate in the defence against this claim. 

Claims against Customers. We agree to defend Customers of our Platform and Services for any damages awarded by a court of competent jurisdiction and any settlement amounts payable to a third party (provided we agree in our sole discretion to such settlement amounts) arising out of a third party claim alleging that the Services (including training data we use to train a model that powers the Services, and the model powering the Services) infringe any third party patent, trade secret, trade mark or copyright rights. Such indemnity will not apply where: 

1. the alleged infringement arises out of or in connection with Content or any training data the Customer provides to us and/or enters as Inputs when using the Platform and Services;
2. the alleged infringement arises out of or in connection with the Customer’s fraud, wilful misconduct, or failure to comply with applicable laws, industry standards and/or these Terms of Use and our policies;
3. the Customer had actual or constructive knowledge that the Content was infringing or likely to be infringing; 
4. the Customer disabled, ignored, was wilfully blind to, neglected, or failed to use any relevant product, safety or restrictive features provided by our Platform or Services; 
5. Content was modified, amended, or used in combination with other products, services, software or technology not offered by us or on our behalf;
6. the Customer has breached the terms of our policies and/or guidelines;
7. the claim alleges violation of trade mark or related rights based on use in trade or commerce; and
8. the allegedly infringing Content was generated by third party products, services or content.

Indemnification process. A party seeking an indemnity must promptly provide the indemnifying party with written notice upon becoming aware of any claim, and must reasonably cooperate in the defence of or investigation of the claim (including preserving and sharing the applicable Customer Content). The indemnifying party will retain the right to control the defence and settlement of any such claim, provided that the party seeking indemnity is entitled to participate in its own defence at its sole expense. The indemnifying party cannot enter into any settlement or compromise of any claim without prior written consent of the other party, which will not be unreasonably withheld, except that the indemnifying party may without consent enter into any settlement of a claim that resolves the claim without liability to the other party, impairment to any of the other party’s rights, or requiring the other party to admit wrongdoing or liability or to undertake an ongoing affirmative obligation. 

Sole remedy. To the extent covered in this Clause 7 (Indemnification), indemnification is each party’s sole and exclusive remedy for any third-party claim that the Services or Customer Content infringe intellectual property rights. 

Dispute resolution

If you have any questions or complaints, please contact our support staff at the following email: support@qxlabai.com. 

Informal dispute resolution. If the issue escalates and you have any claims arising out of or relating to these Terms of Use or our Services (a “Dispute”), we would first like to try to address your concerns prior to commencing formal legal action, and both parties agree to try to resolve the Dispute informally. You agree to initiate this process by sending us a notice via complaints@qxlabai.com, following which we will issue you a notice through the email address indicated therein. If we are unable to resolve a Dispute within 60 days, either party may initiate arbitration. We also both agree to attend an individual settlement conference upon either party’s request during this time. Any statute of limitations will be tolled during this informal resolution process. 

Mandatory arbitration. If we are unable to resolve the Dispute, all Disputes shall be resolved through final and binding arbitration. You have the right to opt out of arbitration within 30 days of account creation or of any updates to these arbitration terms within thirty (30) days after the update has taken effect by sending an email to our complaints team at the following email: complaints@qxlabai. If you opt out of an update, the last set of agreed upon arbitration terms will apply. 

Governing law and arbitration forum. This Agreement will be governed by and shall be construed in accordance with the laws of Singapore.

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (the “SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the “SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore and the language of the arbitration shall be English. The Tribunal shall consist of one (1) arbitrator to be appointed by the chairman for the time being of the SIAC. 

In respect of any court proceedings in Singapore commenced under the International Arbitration Act 1994 in relation to the arbitration, the parties agree (a) to commence such proceedings before the Singapore International Commercial Court (the “SICC”); and (b) in any event, that such proceedings shall be heard and adjudicated by the SICC. 

Amendments to these Business Terms 

We may by notice through the Platform or by such other method of notification we may determine (including notification by way of email) vary these Business Terms, such variation to take effect on the date specified therein. Where we determine that an update significantly affects your rights and / or obligations, you will have at least thirty (30) days’ notice before the update takes effect, unless the update is essential for compliance with applicable laws, in which case we will provide notice as promptly as possible. Your continued access to or use of the Platform and / or the Services will be taken to indicate your consent to the modified Business Terms (or Policies). You may otherwise stop accessing our Platform / using our Services or terminate this Agreement as set out under Clause 5 (Term and Termination).

Updates to the Business Terms or our Policies will not apply to (a) Disputes between us that arose prior to the update; or (b) Order Forms signed by you and us (as opposed to an automated ordering page) prior to us providing notice of the update. However, to the extent an update relates to a Service or a feature launched after an Order Form is signed, it will be effective upon your first use of such Service. 

Miscellaneous 

Assignment. We reserve the right to assign this Agreement to an affiliate without your notice or consent. Both you and us 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 thirty (30) days) of the assignment. This Agreement will be binding on the parties and their respective successors and permitted assigns. This Agreement may not be assigned otherwise than as permitted under this provision. 

Notices. All notices will be in writing and made to you via the registration information or the email address linked to your Corporate 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: QX LABS PTE. LTD., 68 CIRCULAR ROAD, #02-01, SINGAPORE (949422), Attn: complaints@qxlabai.com. 

Force Majeure. Apart from payment obligations, neither you nor us will be liable for any delay or failure in performance of this Agreement if such delay or failure is caused by events or conditions beyond your or our reasonable control, including but not limited to acts of God, unexpected acts of any governmental authority, war, riots, natural disasters, epidemic or pandemic, lockdowns, acts of terrorism, labour conditions, or power failures.

Severability. If at any time any provision of this Agreement is or becomes illegal, invalid, or unenforceable in whole or in part in any jurisdiction, the legality, validity, and enforceability of the remaining provisions in this Agreement will be unaffected and will continue to be valid as if that illegal, invalid or unenforceable provision was severed from this Agreement. 

Non-waiver. No failure or delay by any party to exercise any right or remedy under this Agreement will impair such right or remedy or operate as a waiver of it. 

Entire agreement. This Agreement constitutes the entire agreement between you and us with respect to its subject matter and supersedes all prior or contemporaneous understandings, undertakings, communications and agreements, whether written or oral. Any terms and conditions in any purchase order you send us will not apply to this Agreement and are null and void.

Clause 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 provide us with feedback concerning the Services (“Feedback”), you 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 only in accordance with our Brand guidelines. We will refrain from using your name or trademarks publicly without obtaining your prior written approval.

Relationship of the parties. You and us enter into this Agreement as independent contractors and this Agreement does not create any partnership, agent, employment or other relationship between you and us.

No third party beneficiaries.  There are no intended third-party beneficiaries to this Agreement, and both you and us 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.