Last updated: '14
PLEASE READ THESE PLATFORM TERMS OF SERVICE (THESE “TERMS”) CAREFULLY. THESE TERMS GOVERN YOUR USE OF THE PLATFORM (DEFINED BELOW). YOU ARE ADVISED TO FULLY UNDERSTAND YOUR OBLIGATIONS AND RISKS UNDER THESE TERMS BEFORE USING IT. IF YOU HAVE ANY CONCERNS WITH THESE TERMS, PLEASE CONSULT A PROFESSIONAL ADVISOR BEFORE ENTERING INTO AND ACCEPTING THESE TERMS.
You will be deemed to have accepted and agreed to these Terms by: (i) registering for an Account on https://uilicious.com/, UI-licious’ online website and mobile application test automation solution platform (the “Platform”); (ii) creating a free public test on the Platform; (iii) submitting an Order Form (as defined below); (iv) agreeing to any other documentation that references and/or incorporates these Terms; and/or (v) using the Content or Services in any way.
References to “you”, “your” and “User” shall refer to you as the person who has accepted and agreed to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity and its relevant Affiliates (as a User) to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and are not permitted to use the Platform.
Please note that if you register for a free trial on the Platform or Account (as defined below), the applicable provisions of these Terms will also govern that free trial or Account.
These Terms are expressly deemed to incorporate our {Privacy Policy (link)} and all other policies and documents published by us on the Platform. If you order Services through our online registration page or an order form provided by us (whether via the platform or otherwise) (each an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering.
These Terms may be changed by us from time to time without any prior notice. You may determine if any such changes have taken place by referring to the “Last Updated” date on which these Terms were last updated. You are encouraged to check for any updates to these Terms prior to your use of the Platform. Your continued use of the Platform constitutes your acknowledgement and acceptance of these Terms as changed from time to time.
“Account” means your account registered on the Platform.
“Account-Related Information” means contact information, payment information, and biographical information about a User’s representatives and contacts used for marketing, opening of new Accounts to use the Services, and maintaining existing Accounts.
“Affiliate” means any entity controlling, controlled by, or under common control with the referenced entity, where the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
“Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a device that appears on, or forms part of, the Platform.
“Documentation” means the technical user documentation provided by UI-licious in connection with the Services.
“Intellectual Property” means all copyright, patents, utility innovations, trade marks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
“Licence” has the meaning specified in Clause 2.3.1.
“Open Source Software” means any open source, community or other free code or libraries of any type, including, without limitation, any code which is made generally available on the Internet without charge (such as, for example purposes only, any code licensed under any version of the MIT, BSD, Apache, Mozilla or GPL or LGPL licenses).
“Parallel Tests” means the number of tests that a User’s Permitted Users (as defined below) are collectively running on Test Environments at a given point in time.
“Personal Information” means any information that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable living natural person, including but not limited to: (i) Identifiers such as a real name, alias, postal address, unique personal identifier, online identifier Internet Protocol address, email address, account name, social security number, driver’s licence number, government identification card number, passport number, or other similar identifiers; (ii) any patient, medical records or other protected or regulated health information; (iii) any financial information (including bank account or payment card numbers) or any other information subject to regulation or protection under specific laws or regulations; or (iv) information defined as “personal information,” “personally identifiable information,” “personal data,” or similar expressions under applicable privacy laws or data security Laws, including the Personal Data Protection Act 2012.
“Screenshot(s)” means any image(s) or video(s) of the Test Environment display captured using the Services.
“Services” means the services provided through and on the Platform, including those set out in Clause 2.1 and/or such other services as may be offered on the Platform from time to time.
“Subscription Term” has the meaning specified in Clause 7.1.
“Systems Under Test” means a website or mobile application submitted to the Platform for testing under the Services, and “System Under Test” shall be construed accordingly.
“Test Environment” means virtual machines, physical electronic devices, and device emulators on which Users may use the Services to run tests.
“UI-licious Technology” has the meaning specified in Clause 6.1.2.
“User Content” means (i) data or content in the Systems Under Test that a User chooses to test (and for mobile applications, the application package itself); (ii) data a User submits or creates as part of a test, including test scripts and Screenshots; and (iii) any other data a User submits to us in connection with the use of the Services (not including Account-Related Information).
1.2.1. The terms defined in Clause 1.1 and elsewhere in these Terms will have the meanings therein specified for the purpose of these Terms. Any reference to a Clause in these Terms is a reference to a Clause of these Terms.
1.2.2. Where applicable:
(a) “UI-licious” and “we” refers to Uilicious Private Limited (UEN No. 201634317W) and references to “us” and “our” shall be construed accordingly;
(a) references to the “Platform” include all related applications and the Content and the Services, and references to “using” the Platform include accessing and using the Content and the Services;
(c) references to “Terms” are to these Platform Terms of Service, as may be revised, amended or supplemented from time to time, which expression shall where the context so admits, include any one of them; and
(d) the expression “written” or “in writing” means the representation or reproduction of words or symbols or other in-formation in a visible form by any method or combination of methods, whether sent or supplied in electronic form (including but not limited to, electronic mails) or otherwise.
1.2.3. In these Terms, any reference to any legal entity or individual person includes, where appropriate, a reference to its authorised agents, delegates, successors or nominees. Expressions in the singular form include the plural and vice versa.
1.2.4. No rule of law or interpretation to the effect that an ambiguity in a document is to be construed against the party drafting or preparing a document shall apply in respect of these Terms.
1.2.5. Any reference to any law, statute or regulation or enactment shall include references to any statutory modification or re-enactment thereof or to any regulation or order made under such law, statute or enactment (or under such a modification or re-enactment).
1.2.6. The headings used in these Terms are for convenience or reference only and are not to affect the construction of or to be taken into consideration in interpreting these Terms.
UI-licious provides the Services through and on the Platform, which includes:
2.1.1. solution for automating user interface testing for their web and mobile applications across browsers and platforms;
2.1.2. paid training and onboading services to help organisations train their software testing team to use UI-licious; and
2.1.3. paid test scripting services to help create UI-licious tests scripts for our User’s application.
2.2.1. Users may purchase specific Services as specified in the applicable Order Form. You may access and use these Services during the Subscription Term solely for your own benefit and in accordance with these Terms and any scope of use restrictions designated in the applicable Order Form (including any limits on Parallel Tests, Screenshots and Permitted Users, if applicable). As part of your use of the Platform and if required, you may copy and use the Order Form for your internal use in connection with the use of the Services.
2.2.2. To access certain Services, you may be required to register for an Account. UI-licious also offers a lite edition of UI-licious to allow users to try UI-licious without requiring an account registration: UI-licious Snippets [insert link].
2.3.1. Licence. Subject always to these Terms, UI-licious grants you a limited, non-exclusive, non-transferable, non-sublicensable licence for uses of the Platform expressly provided for under these Terms (a “Licence”). Any grant of such a Licence is also limited by the terms applicable for your specific use of the Platform (including any Subscription Term and other restrictions).
2.3.2. Activation of Account and Licence. The applicable Licence granted to you will depend on your chosen use of the Platform. Where an Account is required, you will be required to enter an email address as part of the registration of your Account, and this email address will identify you as the User. An internet connection is required in order to complete the activation of your Account and the applicable Licence.
2.3.3. Updates. Any Licence granted under these Terms applies only to the version of Platform at the time the Licence is granted. If UI-licious provides an updated version of Platform, you will be deemed to have accepted the new version of the Platform through your continued use of the Platform. Where there have been any updates to the Platform, any Licence granted for the use of any older versions will be deemed to have been revoked. You acknowledge and agree that UI-licious has no obligation to make any older versions of the Platform available at any time.
2.3.4. Support. UI-licious makes available online guides and tutorials on the Platform. Use of these resources is subject to these Terms. UI-licious may discontinue support for Platform at any time.
2.4.1. In General. Use of and access to the Services is permitted by and only by the number of users specified in the applicable Order Form (“Permitted Users”). If you are given any credentials (such as usernames and passwords) to use the Platform, you must require that all Permitted Users keep such credentials strictly confidential and not share such information with any unauthorised person. All credentials are granted to individual, named persons and may not be shared. Credentials may only be reassigned to a new Permitted User if the prior Permitted User will no longer use the Services. The User will be responsible for any and all actions taken using the User’s Account and related credentials.
2.4.2. Contractors and Affiliates. A User may permit individuals serving as its independent contractors and consultants who are not competitors of UI-licious (“Contractors”) and individual employees, contractors, or consultants of Affiliates to serve as Permitted Users, provided such User remains responsible for compliance by each of such Permitted User of a Contractor or Affiliate with these Terms and any such use of the Services by each of such Permitted User of a Contractor or Affiliate is for the sole benefit of the User. Use of the Services by Permitted Users of Affiliates, Contractors and the Platform in the aggregate must be within the restrictions in the applicable Order Form.
Users will not (and will not permit any third party to) without the prior written approval of UI-licious:
2.5.1. rent, lease, provide access to or sublicense the Services to a third party;
2.5.2. use the Services to provide, or incorporate the Services into, any product or service provided to a third party;
2.5.3. reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to UI-licious);
2.5.4. copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; or
2.5.5. remove or obscure any proprietary or other notices contained in the Services (including any reports or data printed from the Services.)
2.6.1. If a User receives free access or a trial or evaluation subscription to one or more Services (a “Trial Subscription”), then the User may use the Services in accordance with these Terms for a period of seven (7) days or such other period granted by UI-licious (the “Trial Period”). Trial Subscriptions are permitted solely for a User’s use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all existing and future functionality and features accessible as part of a paid subscription of the Services. If a User does not enter into a paid Subscription Term, these Terms and the User’s right to access and use the Services will terminate at the end of the Trial Period. UI-licious has the right to terminate a Trial Subscription at any time for any reason.
2.6.2. If a User receives access to the one or more Services by redemption of a coupon (e.g. coupons purchased from Appsumo), then the User may use the Services in accordance with these Terms for the period which the coupon is valid for. Once redeemed, the license is not transferable to another User. Such licenses may not include all existing and future functionality and features accessible as part of a paid subscription of the Services. UI-licious has the right to terminate the license, with no refund for the redeemed coupon, for reasons stated under 3.2 "Suspension of Service".
2.6.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UI-LICIOUS WILL HAVE NO WARRANTY, INDEMNITY, DATA ARCHIVING, SERVICE LEVEL, OR SUPPORT OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS AND REDEEMED LICENSES.
3.1.1. You may be charged fees in order to use some of the Services. Such fees may be set out on the Platform or in the applicable Order Form and shall be paid in accordance with the payment schedule set out in the Order Form. All fees paid are non-cancellable and non-refundable, unless otherwise expressly stated. Any refunds made will be calculated on a proration basis and subject to a processing fee. UI-licious shall bill each applicable User for sales tax, goods and services (“GST”) or value added taxes (“VAT”) (as may be applicable), which may be presented as a separate line item on each invoice or included in the relevant prices. Users are required to pay any use, withholding, or similar taxes (including reverse charge with respect to GST and VAT) or levies, whether domestic or foreign, as may be applicable, other than taxes based on the income of UI-licious. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
3.1.2. Payment of fees may be made using any of the payment modes offered on the Platform from time to time. You agree that you will be subject to the applicable terms and conditions issued by the relevant payment service provider (if applicable), and may not claim against UI-licious for any failure, disruption or error in connection with your chosen payment mode. The mode of payment cannot be changed once payment is confirmed.
3.1.3. UI-licious may change the fees in effect or add new fees and charges from time to time with prior written notification to Users prior to the renewal of each Subscription Term. If a User does not wish to renew a subscription at the revised fees and charges, such User should elect not to renew its subscription in accordance with these Terms.
3.1.4. UI-licious may, in its sole discretion, offer Users a grace-period in which their fees will not increase for a certain period of time. If such User does not accept the increase or addition to the existing fees, such User may elect to terminate its Account during the then current billing period and such User shall not be liable for such fee increase after the applicable billing period; however, any later renewal of Service will be subject to the increased fee structure.
In addition to any of UI-licious’ other rights or remedies (including but not limited to any termination rights set forth herein), UI-licious reserves the right to suspend a User’s access to the Services if: (i) such User’s outstanding invoices are thirty (30) days or more overdue; (ii) UI-licious determines such User has carried out a material breach of these Terms (including Clause 2.5 (General Restrictions) and Clause 4.3 (User Obligations)); or (iii) UI-licious determines that suspension is necessary to prevent harm or liability to other Users or third parties, or to preserve the security, stability, availability or integrity of the Services; or (iv) UI-licious determines that such User has behaved in a manner that is deemed physically or verbally abusive towards our employees. UI-licious will have no liability for taking action as permitted above in this Clause. However, unless these Terms have been terminated in respect of the User, UI-licious will cooperate with such User to restore access to the Services once it verifies that the User has resolved the circumstance requiring suspension (in the case of a circumstance that is able to be resolved).
4.1.1. In the course of using the Services, Users will submit content to UI-licious, including but not limited to personal data for Account registration, and User Content, including but not limited to test scripts for test runs on the Platform.
4.1.2. AS BETWEEN THE PARTIES, THE USER WILL RETAIN ALL RIGHT, TITLE AND INTEREST (INCLUDING ANY AND ALL INTELLECTUAL PROPERTY RIGHTS) THAT THE USER MAY HAVE IN AND TO THE USER CONTENT AS SUBMITTED TO OR ACCESSED THROUGH THE SERVICES. Subject to the terms of these Terms, the User hereby grants to UI-licious a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the User Content solely for the limited purposes of:
(a) providing the Services to the User;
(b) troubleshooting, debugging and improving the Services;
(c) reviewing of submitted content, for compliance against our Terms;
(d) reviewing of submitted content, for compliance with the Laws;
(e) aggregating, and analysing of de-identified data derived from the User Content; and/or
(f) backup and archival purposes.
4.1.3. This licence for such limited purposes continues even after you stop using the Services.
4.1.4. This licence also extends to any third parties we work with to the extent necessary to provide the Services to you, including but not limited to our cloud and infrastructure providers.
4.1.5. For clarity, the operation of a System Under Test shall remain the sole responsibility of the relevant User, notwithstanding that such System Under Test has been submitted to the Platform for testing, and UI-licious undertakes no responsibility for any operation of such System Under Test.
Upon termination of a test, the Test Environment will be deleted (or, for physical, non-emulated devices, reset to factory settings). Notwithstanding the foregoing, User Content resident in a Test Environment may be stored on the Platform after completion of the test. Such stored User Content include, but is not limited to:
4.2.1. any Screenshots and output (such as reports or log data) created using the Services to allow the User to access the Screenshots and output for later use by the User;
4.2.2. if a User uploads a mobile application for use with the Services, a copy of that application for use by the User in subsequent tests; and
4.2.3. short-term technical backups as part of providing the Services.
Any User Content will be retained subject to UI-licious’ prevailing data retention policies as well as confidentiality provisions referred to in these Terms. Except as set forth above or stated in the Order Form, UI-licious does not provide a solution for storage of User Content or backups. The User agrees that User Content may include only copies of the User’s data, and not any data that the User needs for backup or archival purpose.
4.3.1. In General. Users will ensure that their use of each Service and all User Content is at all times compliant with their privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data. Users are solely responsible for the accuracy, content and legality of all User Content. Each User represents and warrants to UI-licious that it has all necessary rights, consents and permissions to collect, share and use all User Content as contemplated in these Terms (including granting UI-licious the rights in Clause 4.1), and that no User Content will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights or (ii) any applicable laws. If specified in the Order Form, Users will submit certain types of User Content (e.g., mobile applications) in the format required by UI-licious.
4.3.2. No Personal Information. Each User acknowledges that the Services are not designed for use with (and do not require) Personal Information included in User Content. If any User uses the Services to collect, store, process or transmit any Personal Information notwithstanding the foregoing, such User represents, warrants and undertakes to UI-licious that it has obtained all necessary consent for such collection, storage, processing or transmission of the relevant Personal Information using the Services. UI-licious will have no liability under these Terms for Personal Information included within User Content, or any security incident or breach regarding such Personal Information, notwithstanding anything to the contrary herein.
4.3.3. User Content Guidelines. Users will not use the Services with any User Content that (i) is deceptive, fraudulent, illegal, obscene, defamatory, libellous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, religiously, racially or ethnically offensive, that encourages illegal or tortious conduct or that is otherwise inappropriate in UI-licious’ discretion; (ii) contains viruses, bots, worms, scripting exploits or other similar materials; or (iii) could otherwise cause damage to UI-licious or any third party.
4.3.4. Compliance with Applicable Laws. Each User represents, warrants and undertakes to UI-licious that they will use the Platform and the Services in compliance with all applicable laws and regulations, and will not use the Platform and the Services to carry out or facilitate any illegal activity.
Without prejudice to any other provisions under these Terms, each User agrees to indemnify, defend and hold harmless UI-licious and its directors, officers, employees, members, representatives, parent companies, subsidiaries, Affiliates, agents, partners, administrators, predecessor and successor entities and assigns (collectively, the “Indemnified Parties”) at all times and keep the Indemnified Parties indemnified against all actions, proceedings, losses (whether direct, indirect or consequential), loss of profit (whether revenue or anticipated profits), damages (whether in tort, contract or otherwise) taxes, expenses, costs, claims, demands and liabilities whatsoever (present, future, contingent or otherwise and including legal fees on a full indemnity basis) and howsoever arising, including without limitation claims made by third parties and claims for defamation, infringement of intellectual party rights, death, bodily injury, wrongful use of computers, unauthorised or illegal access to computers (including but not limited to hacking), property damage or pecuniary losses which may be sustained, suffered or incurred by the Indemnified Parties as a result of, arising from or in connection with the exercise of UI-licious’ rights hereunder, each User’s use of the Platform and/or Services, whether or not such access or use was authorised or whether it was due to any act or omission on its part, the breach of these Terms by such User, the violation by such User of any rights of another person or entity or the breach by such User of any statutory requirement, duty or law.
4.5.1. Neither UI-licious nor any of its directors, officers, employees, members, representative, parent companies, subsidiaries, Affiliates, agents, partners, administrators, predecessor and successor entities, assigns, contractors and suppliers shall be liable in contract, tort (including negligence or breach of statutory duty), strict liability or otherwise howsoever and whatever the cause therefor for any direct, indirect, punitive, incidental, special, consequential damages, losses, costs, expenses, liabilities of any nature whatsoever, including without limitation, damages for loss of use or data, loss of opportunity, loss of goodwill, loss of profits (whether revenue or anticipated profits) or losses to third parties, suffered or incurred by the Users as a result of, arising out of or in connection with the use, performance or provision of the Services, including, without limitation, the following:
(a) any delay or inability to use the Platform or Services;
(b) the provision or failure to provide the Platform or Services;
(c) any information, data, software, products, services and related graphics obtained through the Platform or Services; and
(d) any reliance on any statement, opinion, representation or information on the Platform or Services.
4.5.2. In the event that UI-licious is liable for damages, the User agrees that UI-licious’ aggregate liabilities to it for any and all damages, losses (whether direct, indirect or consequential) and causes of action (whether in contract, tort, including without limitation, negligence, or otherwise) in relation to, arising out of or in connection with the use of the Platform and these Terms shall not exceed the total amount of fees and charges paid by it to UI-licious in the six (6) month period immediately preceding the time such liability arose.
In accordance with the Personal Data Protection Act 2012 (“PDPA”), the data protection terms relating to processing of Account-Related Information and User Content are contained in our Privacy Policy, which can be accessed at [link]. To the extent that there is any conflict between any provision of these Terms and our Privacy Policy, the contents of our Privacy Policy shall prevail in respect of such conflict in so far as the matters of data protection are concerned.
6.1.1. Any use of the Platform and/or Services by you and any information properly given to you, whether relating to you or not, through your use of the Platform and/or Services is granted subject to these Terms and pursuant to a limited, non-exclusive, non-transferable, non-sublicensable licence granted by UI-licious, and is revocable at any time at our sole discretion. Except for these rights expressly granted to you, these Terms do not grant you any rights or licence by implication or otherwise with respect to any of part of the Platform.
6.1.2. The Intellectual Property subsisting in the Platform (including, for the avoidance of doubt and without limitation, any improvements, updates, upgrades, error-corrections or other modifications thereto, and any derivative work based thereon), belongs to or has been licensed by us unless specifically labelled otherwise (collectively, “UI-licious Technology”). To the extent such Intellectual Property belongs to us, we retain all rights, title and interest to such Intellectual Property.
6.1.3. Further, each User acknowledges that the Services are offered as an on-line, hosted solution, and they have no right to obtain a copy of any of the Services.
6.2.1. Without affecting the general nature of the previous Clauses, you agree that UI-licious shall be the sole and exclusive owner of all rights to any and all feedback provided by you, and any ideas, inventions and/or improvements (whether protectable by any Intellectual Property protection or not) conceived or derived or resulting from such feedback or embodied therein (collectively, “Feedback”).
6.2.2. You hereby irrevocably assign to UI-licious any and all rights that you may have in such Feedback, and to the extent such rights may not be assigned under applicable law, you hereby grant UI-licious a royalty free, perpetual, worldwide, exclusive, irrevocable licence to use such Feedback for any purpose, including commercial purposes.
Notwithstanding anything to the contrary herein, each User agrees that UI-licious may obtain technical data about their use of the Services that is non-personally identifiable with respect to such User (“Usage Data”), and UI-licious may use the Usage Data to analyse, improve, market, support and operate the Services and otherwise for any business purpose during and after the term of these Terms. For clarity, this Clause 6.3 does not give UI-licious the right to identify any User as the source of any Usage Data.
Each User expressly agrees UI-licious may identify it by name and/or logo (where applicable) as a User of the Platform and/or the Services on UI-licious’ website and all other promotional materials utilised by UI-licious.
Paid Services are provided on a subscription basis for a set term designated on the Order Form and thereafter, will automatically renew for successive terms of equal length to the initial term, provided that a User may cancel the automatic renewal by notifying UI-licious in the manner prescribed on the Platform, no less than three (3) days prior to the end of the then-current term (the initial term and each renewal term being referred to as the “Subscription Term”). At the end of the Subscription Term, the applicable Services shall be terminated in respect of the relevant User. If any paid Service is not provided on a subscription basis, then the relevant Services will automatically terminate at the end of the term specified in the relevant Order Form, which shall be the applicable Subscription Term.
UI-licious may terminate the Services in respect of a User if a User (a) fails to cure any material breach of these Terms (including a failure to pay fees) within 30 days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that User (and not dismissed within 60 days thereafter). For clarity, where any Services are so terminated, there shall be no refund of any fees paid by the User for such Services.
Upon termination of any Services in respect of a User (including due to the expiry of the Subscription Term), the User will, in respect of such terminated Services, immediately cease any and all use of and access to the Services (including any and all related UI-licious Technology). UI-licious reserves the right to require that the User deletes (or, at UI-licious’ request, returns) any and all copies of the Documentation and any other UI-licious Confidential Information in its possession. Provided that these Terms were not terminated for the User’s breach, such User may retain and use internally copies of all reports exported from any Service prior to termination. Each User acknowledges that following termination it will have no further access to any User Content input into any Service, and that UI-licious may delete any such data as may have been stored by UI-licious at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
The following Clauses will survive any expiration or termination of these Terms: Clause 2.5 (General Restrictions), Clause 2.6 (Trial Subscriptions), Clause 3.1 (Fees and Payment), Clause 4.2 (Storage by UI-licious), Clause 4.4 (Indemnification by Users), Clause 6. (Ownership), Clause 7. (Term and Termination), Clause 8.2 (Warranty Disclaimer), Clause 10. (Confidential Information) and Clause 12. (General Terms).
UI-licious warrants, for the Users’ benefit only, that each Service will operate in substantial conformity with the applicable Documentation. UI-licious’ sole liability (and the Users’ sole and exclusive remedy) for any breach of this warranty will be, at no charge to the Users, for UI-licious to use commercially reasonable efforts to correct the reported non-conformity, or if UI-licious determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and the affected Users will receive as its sole remedy a refund of any fees which it has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Clause 8.1 will not apply: (i) unless the affected User makes a claim within 30 days of the date on which it first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorised modifications or third-party hardware, software or services, or (iii) to use provided based on a Trial Subscription.
8.2.1. EXCEPT FOR THE LIMITED WARRANTY IN CLAUSE 8.1, ALL SERVICES AND THE PLATFORM ARE PROVIDED “AS IS”. NEITHER UI-LICIOUS NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. UI-LICIOUS DOES NOT WARRANT THAT USERS’ USE OF ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES UI-LICIOUS WARRANT THAT IT WILL REVIEW THE USER CONTENT FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE USER CONTENT WITHOUT LOSS. UI-LICIOUS WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF UI-LICIOUS. USERS MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
8.2.2. UI-licious reserves the right at all times to change any and all Content and to modify, suspend or stop providing access to the Platform (or any features or functionality of the Platform) and the Services at any time without notice and without obligation or liability to the Users. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us.
TO THE EXTENT PERMITTED BY LAW, UI-LICIOUS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM (I) THE TRANSFER OF DATA OVER PUBLIC COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, OR (II) ANY DELAY OR DELIVERY FAILURE ON THE PART OF ANY OTHER SERVICE PROVIDER NOT CONTRACTED BY US, AND THE PLATFORM SEUR ACKNOWLEDGES THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. EACH USER ACKNOWLEDGES THAT UI-LICIOUS CANNOT GUARANTEE THE ABSOLUTE PREVENTION OF CYBER-ATTACKS SUCH AS HACKING, SPYWARE, AND VIRUSES. ACCORDINGLY, UI-LICIOUS SHALL NOT BE LIABLE FOR ANY UNAUTHORISED DISCLOSURE, LOSS OR DESTRUCTION OF THE USER’S DATA ARISING FROM SUCH RISKS AS LONG AS SUCH RISK CANNOT BE ATTRIBUTED TO NEGLIGANCE OR FAILURE ON BROWSERSTACK’S PART.
To the extent permitted by law, in no event will UI-licious or its officers, directors, agents, and employees, be liable to you under these Terms or otherwise, regardless of the form of claim or action, in an amount that exceeds the greater of (a) the amount you have paid for the use of the Platform in the preceding six (6) months. In no event will UI-licious or its officers, directors, agents, and employees, be liable to you for consequential, exemplary, incidental, or indirect damages or costs (including legal fees and expenses) or loss of goodwill or profit in connection with the use of the Platform or these Terms, even if UI-licious has been advised of the possibility of such damages or costs. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this paragraph may not apply to you.
To the extent permitted by law, you agree that the waivers, disclaimers and limitations specified in these Terms apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is intended to apply in respect of non-performance of a condition.
10.1. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.
10.2. Any UI-licious Technology, performance information relating to any Service, and the terms and conditions of these Terms will be deemed Confidential Information of UI-licious without any marking or further designation. User Content will be deemed Confidential Information of User without the need for any marking or further designation.
10.3. Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms.
10.4. The Receiving Party may disclose Confidential Information to its employees, agents, contractors (including but not limited to cloud and hosting service providers) and other representatives having a legitimate need to know (including, for UI-licious, its subcontractors), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Clause 10. and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Clause 10.
10.5. The Receiving Party’s confidentiality obligations under this Clause 10. will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) in respect of information on the Platform, any information found on parts of the Platform which are publicly accessible.
10.6. The Receiving Party may make disclosures to the extent required by administrative or judicial process, applicable law, or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment.
10.7. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
11.1. You acknowledge that parts of the Platform (including the Content and the Services) may include Open Source Software and materials licensed from third parties (“Third Party Components”) and that such third parties may be third party beneficiaries to this Agreement with the ability to directly enforce the provisions pertaining to their Third Party Components. You shall comply with the additional licence terms, restrictions and conditions (including notices) pertaining to Third Party Components or which UI-licious otherwise makes available to you (“Third Party Terms”). Third Party Terms may have additional rights and requirements which apply to the Third Party Components and the terms in this Agreement are offered by UI-licious alone and do not limit the rights that may be granted in those Third Party Terms. However, you shall notify UI-licious before attempting to modify any Third Party Components, and our support, warranty and indemnification obligations (if any) do not apply where Third Party Components have been modified.
11.2. If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. UI-licious has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Users shall not, without the prior written consent of UI-licious, assign, transfer, or sub-contract these Terms and/or any of your rights or obligations under these Terms, and any unauthorised assignment shall be null and void. UI-licious may, at any time, freely assign, transfer or sub-contract these Terms or any or all of its rights or obligations under these Terms
If any provision of these Terms or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further.
General questions and communications regarding the Platform and any notices to UI-licious regarding these Terms should be made to [email protected]. UI-licious may contact and notify you at the email address you have provided to us. You are required to keep your contact information current.
The Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore shall not under any circumstances apply to these Terms and any person who is not a party to these Terms (whether or not such person shall be named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified, in these Terms) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce these Terms.
UI-licious may at any time give Users notice of any amendment, variation, revision, supplement or any other charge to these Terms by publishing an updated version of these Terms, through a notification by e-mail or such other means as UI-licious shall deem fit. Changes shall take place on and from the date specified, on and from the date of such notice and shall apply to all use of UI-licious’ Platform and Services. Without prejudice to the foregoing, the continued use of the Platform and/or acceptance of UI-licious’ Services after such change shall be deemed as acceptance and agreement to the same from the relevant User.
These Terms and the documents referred to in it supersede all previous Terms between the parties (if any), and each party acknowledges that in agreeing to enter into these Terms, it has not relied on any representation, warranty, or any other assurance except those set out in these Terms.
12.7.1. UI-licious shall not be in breach of these Terms, nor be liable for any failure or delay in the performance of any other obligations under these Terms arising from or attributable to acts events, omissions, accidents beyond its reasonable control, including but not limited to any of the following:
(a) acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
(b) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
(c) terrorist attack, civil war, civil commotions or riots;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) fire, explosion or accidental damage;
(f) collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
(g) interruption or failure of utility service, including but not limited to electric power, gas or water;
(h) any labour disputes, including but not limited to strikes, industrial action or lockouts;
(i) any interruption to the Platform or Services outside the reasonable control of UI-licious; and/or
(j) acts of any government or authority.
12.7.2. In the event that any such delay or non-performance continues for a period in excess of 120 days, UI-licious shall have the right to terminate these Terms by giving the User 14 days’ notice in writing prior to such termination without affecting any rights accruing prior to such termination.
Nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. No party pursuant to these Terms has authority to enter into agreements of any kind on behalf of the other and no party shall be considered the agent of the other.
No remedy conferred by any of the provisions of these Terms is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statutes or otherwise and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by a party hereto shall not constitute a waiver by such party of the right to pursue other available remedies. No failure on the part of a party hereto to exercise, and no delay in exercising any right under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right under these Terms preclude any other or further exercise of any right thereof or of the exercise of any other right.
A failure or delay in exercising any right, power or privilege in respect of these Terms will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or exercise of any other right, power or privilege.
12.11.1. These Terms will be governed and construed in accordance with the laws of Singapore.
12.11.2. The parties hereto irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore in any matter or dispute arising under or in connection with these Terms (including a dispute regarding the existence, validity or termination of these Terms).