Last Updated July 7, 2025
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Customer", "you" or "your") and Singula AI, Corp., doing business as Singula AI ("Singula AI", "we", "us", or "our"), concerning your access to and use of the https://www.singula.ai platform as well as any other media form, media channel, or mobile website related, linked, or otherwise connected thereto (collectively, the "Singula AI platform"). Customer agree that by accessing the Singula AI Platform, Customer has read, understood, and agrees to be bound by all of these Terms of Use. IF CUSTOMER DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN THE CUSTOMER IS EXPRESSLY PROHIBITED FROM USING THE SINGULA AI PLATFORM AND CUSTOMER MUST DISCONTINUE USE IMMEDIATELY.
The following terms, when used in this agreement will have the following meanings:
Account Registration. Customers may need to register for a Singula AI account in order to access and use certain portions of the Singula AI Platform. Account information must be accurate, current, and complete, so that Singula AI may send notices, statements, and other information by email or through Customer's account. Customers must ensure that any user IDs, passwords, and other access credentials for the Singula AI Platform are kept strictly confidential and not shared with any unauthorized person.
License to Singula AI Platform. Subject to the terms and conditions of this Agreement, Singula AI hereby grants Customer a non-exclusive, non-transferrable, non-sublicensable right to access and use the Singula AI Platform set forth in the corresponding Order Form for its internal business purposes.
Free Access Subscriptions. Singula AI may provide customers with the Singula AI Platform for free or on a trial or evaluation basis ("Free Access Subscriptions"). Singula AI makes no promises that any Free Access Subscriptions will be made available under the same commercial or other terms. Singula AI may terminate Customer's right to use any Free Access Subscriptions at any time in Singula AI's sole discretion without liability.
Customer Limitations. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Singula AI Platform; (b) attempt to probe, scan or test the vulnerability of the Singula AI Platform, breach the security or authentication measures of the Singula AI Platform without proper authorization or willfully render any part of the Singula AI Platform unusable; (c) transfer, distribute, resell, lease, license, or assign the Singula AI Platform or otherwise offer the Singula AI Platform on a standalone basis; (d) use or access the Singula AI Platform to develop a product or service that is competitive with Singula AI's products or services; (e) use the Singula AI Platform for applications in which the failure of the Singula AI Platform could lead directly to death, personal injury, or severe physical or environmental damage; or (f) otherwise use the Singula AI Platform in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form (collectively, the "License Restrictions").
Customer Responsibilities. Customer will (a) be responsible for all use of the Singula AI Platform under its account, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Singula AI Platform and notify Singula AI promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Singula AI Platform; (c) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Singula AI Platform, including as set forth in the Documentation; and (d) obtaining all rights, consents, and permissions necessary for Singula AI to process any Customer Data (as defined below) in connection with the activities contemplated under this Agreement.
Third-Party Products. If Customer uses Third-Party Products in connection with the Singula AI Platform (such as through integrations made available by Singula AI), Customer agrees and acknowledges that Singula AI does not warrant or support Third-Party Products and disclaims all responsibility and liability for these items and their use in connection with the Singula AI Platform.
Fees. To the extent any portions of the Singula AI Platform (including related support or other ancillary services) are made available for a fee, Customer will pay Singula AI the amounts as set forth in the Order Form. Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.
Suspension; Late Payment. Singula AI may suspend access to the Singula AI Platform immediately upon notice if Customer fails to pay any amounts hereunder at thirty (30) days past the applicable due date. Customer will be liable to Singula AI for all costs incurred by Singula AI in its collection of any amounts owed by Customer, which are not paid when due, including, without limitation, collection agency fees or reasonable attorneys' fees and expenses.
Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively "Taxes"). Customers will be solely responsible for payment of all Taxes, except for those taxes based on the income of Singula AI.
Customer Data. Customer will retain all right, title and interest to all data and information provided to Singula AI in connection with its use of the Singula AI Platform and all output provided to Customer from its use of the Singula AI Platform ("Customer Data"). Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Singula AI to use the same as contemplated hereunder.
Proprietary Rights. As between the parties, Singula AI exclusively owns all right, title and interest in and to the Singula AI Platform, System Data and Singula AI's Confidential Information ("Singula AI Materials"). Customer exclusively owns all right, title and interest in and to the Customer Data (excluding any Singula AI Materials).
Feedback. Customers may from time to time provide Singula AI suggestions or comments for enhancements or improvements, new features or functionality or other feedback ("Feedback") with respect to the Singula AI Platform. Singula AI will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Singula AI will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party's prior written consent, except as otherwise permitted hereunder.
THE SINGULA AI PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. CUSTOMER AGREES THAT THE USE OF SINGULA AI PLATFORM AND OUR SERVICES WILL BE AT CUSTOMER'S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH SINGULA AI PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SINGULA AI PLATFORM'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SINGULA AI PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SINGULA AI PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SINGULA AI PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SINGULA AI PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SINGULA AI PLATFORM.
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM USE OF THE SINGULA AI PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO CUSTOMER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY CUSTOMER TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.
Customer agrees to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) customer's contributions; (2) use of the Singula AI Platform; (3) breach of these Terms of Use; (4) any breach of customer's representations and warranties set forth in these Terms of Use; (5) customer's violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Singula AI Platform with whom customer connected via the Singula AI Platform.
Paid Subscription or Services. If Customer has purchased any products, support, or services from Singula AI pursuant to an Order Form, this Agreement will be in effect for the term set forth in the Order Form and automatically renew for additional, successive renewal terms of equal length unless either party provides the other party with written notice of non-renewal at least (30) days before the end of the then-current renewal term.
Free Access Subscriptions. If Customer is accessing the Singula AI Platform via a Free Access Subscription and has not otherwise agreed to purchase any other support or services, each party may terminate this Agreement upon written notice to the other party.
Effect of Termination; Survival. Upon termination of this Agreement, (a) all rights and obligations will immediately terminate, except that any terms or conditions that by their nature should survive such termination will survive, (b) Customer will immediately stop using the Singula AI Platform, (c) Singula AI will promptly delete all Customer Data in its possession or control, and (d) each party will promptly delete the other party's Confidential Information.
This product is a private product owned by Singula AI Corp. All rights are reserved.
Governing Law. This Agreement will be governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflict of laws.
Entire Agreement. This Agreement comprises the entire agreement between Customer and Singula AI with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written).
Assignment. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement.
Amendment; Waiver. Singula AI may update the terms of this Agreement from time to time. Singula AI will provide customers with written notice of any material updates at least thirty (30) days prior to the date the updated version of this Agreement is effective. Following such updates, Customer's continued use of the Singula AI Platform on or after the date the updated version of this Agreement constitutes Customer's acceptance of the updated version of this Agreement.