BONZA TERMS OF SERVICE

Version: 1.0 (3 October 2020)

Bonza Pte. Ltd. (“Bonza”, “we”, “us”, or “our”) is a computer software company headquartered in Singapore with a subsidiary in Indonesia. Our self-service data engineering and analytics platform enable everyone in an organization to work effectively with data for decisive actions and create scalable data- driven solutions. Through Bonza’s end-to-end self-serve data platform, business teams and data teams alike can discover and prep data, perform analysis, and deploy data-driven solutions and machine learning models to production.

These Terms of Service (“Terms”) together with the Form (as defined below) and SAAS Agreement (as defined below) signed (either electronically or physically) between Bonza and each party (“Customer”, “you”, and “your”) govern your use of the Service(s) (as defined below) and constitute a legally binding agreement between you and Bonza. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING OUR SERVICE(S) OR WEBSITE. IF YOU DO NOT AGREE WITH THESE TERMS, THE FORM, OR THE SAAS AGREEMENT, YOU MUST NOT ACCESS OR USE OUR SERVICE(S) OR BONZA PLATFORM.

  1. DEFINITIONS
    1. In these Terms
      1. “Bonza Platform” shall mean Bonza’s software platform consisting of the System required to provide the Services, which is available at websites designated by Bonza.
      2. “Customer Data” shall mean all electronic data or information provided or submitted by or on behalf of Customer or its Personnel to Bonza, or any content available in Customer’s System or data center that are accessible by Bonza or Bonza’s System, in connection with the Customer’s use or purchase of the Services;
      3. “Development Effective Date” shall mean the date of which the relevant Development Service commences.
      4. “Development Services” shall mean the services to develop a product for the Customer by Bonza, as set forth in the Development Services table in the Form.
      5. “Development Term” shall mean the Development Term indicated on the Form and any renewal of that term in accordance with the SAAS Agreement.
      6. “Fees” shall mean the fees due and payable by Customer to Bonza for the Services as set forth on a Form and any subsequent invoice submitted in accordance with these Terms and the SAAS Agreement.
      7. “Form” shall mean the subscription form signed by both Parties for Customer’s purchase of the Services.
      8. “Intellectual Property Rights” shall mean any and all intellectual and industrial protection rights throughout the world including copyright (past, present and future copyrights and rights in the nature of or analogous to copyright), inventions, patents, designs, registered and unregistered trademarks, know-how and circuit layout rights, whether registrable or not, anywhere in the world.
      9. “Personnel” shall mean in relation to a Party, any employee, contractor, officer and agent of that Party.
      10. “SAAS Agreement” shall mean the Software as a Service Agreement signed by both Parties regulated the terms and conditions of Customer’s purchase of the Services.
      11. “Services” shall mean the specific proprietary and generally available software-as-a-service products of Bonza, which can be in the form of Subscription Service or Development Service as specified in Customer’s Form.
      12. “Subscription Effective Date” shall mean the date of which the relevant Subscription Service commences.
      13. “Subscription Services” shall mean the access to the services listed as part of the Subscription Services indicated in the Form.
      14. “Subscription Term” shall mean the Subscription Term indicated on the Form signed between the Parties and any renewal of that term in accordance with these Terms and the SAAS Agreement.
      15. “System” shall mean a combination of hardware of software or a combination of hardware, software, and services which are integrated and operate together, including a network;
  2. SUBSCRIPTION SERVICES & DEVELOPMENT SERVICES
    1. During the Subscription Term, Bonza will provide the Subscription Services and/or Development Services as specified in each Form signed by Customer and Bonza in accordance with the SAAS Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR THE RELEVANT SAAS AGREEMENT, THE SUBSCRIPTION SERVICES ARE PROVIDED ON AN “AS AVAILABLE” AND “AS IS” BASIS.
    2. For certain Services, Bonza will notify Customer of an administrative username and password for Customer’s Bonza account (“Account”). For this matter, Customer shall create access controls for authorized users within Customers, where each authorized user shall have a unique username and password combination. Customer agrees to provide a necessary consent for Bonza to provide access to Customer’s account(s) to Bonza’s vendors, suppliers, or third-party service provider for the sole purpose of enabling Bonza providing the Subscription Services to Customer.
    3. Any use of the Services by Customer that, in Bonza’s reasonable judgment, imminently threatens the security, stability, integrity or availability of the Services, or otherwise harms Bonza, other customers or third parties, may result in immediate suspension of the Bonza Services. Bonza will use commercially reasonable efforts to notify Customer in advance of such suspension and provide Customer with an opportunity to remedy prior to any such suspension. Bonza will have no liability for any such suspension made in good faith. Unless the SAAS Agreement has been terminated, Bonza will restore Customer’s access to the Services once it verifies that Customer has resolved the condition requiring suspension.
  3. RESTRICTION
    1. Customer shall use the Services solely for its business purposes and shall not:
      1. distribute, sell, resell, lease, transfer, sublicense, rent, time-share, or otherwise commercially exploit or make the Services available to any third party;
      2. send via or store within the Services unlawful, offensive or tortious material;
      3. use the Services to imitate or impersonate another person;
      4. frame or mirror the Services;
      5. use the Services either directly or indirectly to support any activity that is illegal;
      6. send via, upload to, or store within the Services any malicious code;
      7. interfere with or disrupt the integrity or performance of the Services or the data contained therein;
      8. attempt to gain unauthorized access to the Services or its related Systems;
      9. use the Services to establish an individual’s eligibility for credit, employment or insurance;
      10. submit to the Services or use the Services to collect, store or process Restricted Information; and
      11. make any unauthorized copy of any copyrighted material owned or license.
  4. CUSTOMER DATA
    1. Customer grants Bonza a limited, non-exclusive, revocable, and non-transferrable license to copy, transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Customer Data for the sole purpose of providing the Services.
    2. The Customer represents and warrants that any and all Customer Data supplied by the Customer or otherwise accessed by Bonza through the provision of the Services is the sole and exclusive property of the Customer or the Customer has secured any and all authorizations and rights to use the Customer Data as applicable.
    3. The Customer agrees to indemnify and hold Bonza harmless for the corruption or loss of any Customer Data controlled or stored by the Customer, to extent the corruption or loss is not caused by the willful, or negligence act or omission of Bonza or its Personnel.
  5. FEES AND PAYMENT
    1. Customer shall pay all fees specified in the relevant Forms in accordance with the terms of payments indicated in the SAAS Agreement. All fees are quoted and payable in the currency stated in the relevant Form and SAAS Agreement. Fees for Services will be invoiced electronically on the schedule as set out in the relevant Form. Customer is responsible for maintaining complete and accurate billing issued by Bonza.
  6. PROPRIETARY RIGHTS
    1. Bonza retains all rights, title, and interest in and to the Bonza Platform, Services, and its underlying technology. These Terms, the SAAS Agreement, or the Form do not convey any proprietary interest in the Bonza Platform, Services, or its underlying technology or rights of entitlement to the use thereof except as expressly agreed between Bonza and the Customer.
    2. Unless agreed otherwise by the Bonza in writing, any Intellectual Property Rights generated by Bonza in the course of performing the Services, but excluding Customer Data, shall remain the property of Bonza.
    3. Bonza grants to Customer a non-exclusive, non-transferrable, revocable, personal, limited license to use the Services and Bonza Platform solely in connection with the implementation of the SAAS Agreement and the Form.
    4. Customer shall not (a) modify, copy, alter, or create derivative works based on the Services, Bonza Platform, (b) reverse engineer the Services, (c) alter, remove, or suppress in any manner any copyright and trademark related to the Services, or (d) access the Services in order to build a competitive product or service or copy any features, functions, graphics of the Services.
  7. PRIVACY
    1. You shall, and shall ensure that your relevant Personnel shall, comply with its obligations under the prevailing laws and regulations regarding privacy and its privacy guidelines in your jurisdiction as amended from time to time in relation to personal information collected, used, or disclosed by you or your relevant Personnel in connection with the Services.
    2. By accessing and using the Services, Customer agrees with the Bonza’s Privacy Policy. Bonza reserves the right to amend its Privacy Policy as needed from time to time.
  8. REPRESENTATIONS AND WARRANTIES
    1. THE WARRANTIES STATED IN THIS CLAUSE 8 ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY BONZA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BONZA EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE SERVICES ARE PROVIDED FOR COMMERCIAL USE ONLY. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES. BONZA MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ANY THIRD-PARTY SOFTWARE USED BY CUSTOMER IN CONNECTION WITH THE SERVICES. BONZA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICES AVAILABLE WILL BE AVAILABLE, UNINTERRUPTED AND FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  9. LIMITATION OF LIABILITY
    1. BONZA'S ENTIRE LIABILITY FOR ALL CLAIMS, DEMANDS, SUITS, OR PROCEEDING (“CLAIMS”) RELATED TO THESE TERMS AND THE SAAS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES INCURRED BY CUSTOMER UP TO THE AMOUNTS PAID (IF RECURRING FEES, UP TO 12 MONTHS' FEES APPLY IMMEDIATELY PRIOR TO SUCH EVENT) FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM, REGARDLESS OF THE BASIS OF THE CLAIM.
    2. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR COVER DAMAGES OF ANY KIND OR NATURE HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
    3. The abovementioned limitations apply collectively to us, our affiliates, contractors, sub- processors, and suppliers.
  10. INDEMNIFICATION
    1. Customer shall defend, indemnify and hold Bonza harmless from any finally awarded damages, attorneys’ fees and judgments or settlements (“Damages”) arising from any Claims against Bonza alleging (a) violation of applicable law arising from Customer’s use of the Services in breach of these Terms or the SAAS Agreement; (b) that Customer Data infringes the Intellectual Property Rights of a third party; or (c) gross negligence or willful misconduct by Customer, and will indemnify Bonza from any damage or judgments finally awarded against Bonza incurred in connection with a Claim. Bonza agrees to (a) promptly notify you in writing of any indemnifiable Claim, (b) give you the opportunity to defend or negotiate a settlement of any such Claim at its expense, except that you shall not enter into any settlement that imposes any executory obligation on Bonza (beyond the payment of money in settlement of the Claim) and does not unconditionally release Bonza without the Bonza's prior written approval, and (c) use best efforts to facilitate you in defending or settling such claim at your expense.
  11. TERM AND TERMINATION
    1. These Terms shall be valid and binding to the Parties on the Effective Date and shall continue for the Subscription Term or Development Term (whichever is later), unless terminated earlier pursuant to the terms hereof (“Term”).
    2. The Subscription Services or Development Services indicated on the relevant Form signed between Bonza and Customer shall commence on the Subscription Effective Date or Development Effective Date (as relevant) and shall continue for the Subscription Term or Development Term (as relevant). Unless otherwise set forth in the relevant Form, the Subscription Term shall automatically renew for period of equivalent length as that Subscription Term, on the same terms and conditions as set forth on the SAAS Agreement and the relevant Form, unless Customer submits a written notice of non-renewal at least 30 (thirty) days before the end of the then current Subscription Term.
    3. Without limiting any of Bonza’s rights or remedies available at law or in equity, Bonza may immediately issue a warning and/or suspend the Services either temporarily or indefinitely in the event that Customer breaches any material provision of Clause 3, 4, 5, 6, and 7 of these Terms and has failed to remedy such breach within 7 (seven) days following written notice specifying the breach. Any suspension of Services pursuant to this clause shall not suspend Customer’s obligations under these Terms, the SAAS Agreement, and the Form.
  12. GOVERNING LAW AND LANGUAGE
    1. These Terms, and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability (including any non-contractual dispute or claim) (a "Dispute"), shall be governed by and construed in accordance with Singapore law.
    2. These Terms are made and drawn up in the English language. Any translation into another language is for convenience and information purposes only. If there is any discrepancy between the English version of these Terms and such other language versions, the English version shall prevail and the other language version shall be deemed to be automatically amended to make the relevant part of the other language version consistent with the relevant part of the English version.
  13. MISCELLANEOUS
    1. The relationship between the Parties as established by these Terms shall be limited to the performance of the terms and conditions of these Terms. Nothing in these Terms shall create or be construed as creating any partnership, agency relationship or joint venture between the Parties or any of their respective employees or agents except as set forth in these Terms. A person who is not a Party to these Terms has no right under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce any term of, or enjoy any benefit under, these Terms. The consent of any third party granted rights under these Terms shall not be required for the rescission, variation or termination of these Terms.
    2. The legality, validity, or enforceability under the applicable law of other provisions of these Terms shall not be affected if any provision of these Terms is or becomes illegal, invalid, or unenforceable at any time and in any respect under the applicable law, and the Parties hereto agree to negotiate in good faith to modify the relevant illegal, invalid, or unenforceable provision so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
    3. No failure or delay by either Party in exercising any right or obligation under these Terms shall constitute a waiver of that right or obligation. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
    4. You may assign your rights under these Terms to any party that consents to, and accept and agrees to be bound by these Terms. Bonza may assign its rights and obligations under these Terms without any condition.
    5. No amendment of these Terms shall be valid unless it is in writing and signed by or on behalf of each of the Parties. The term “amendment” shall include any variation, supplement, deletion or replacement however effected.
    6. Any terms and conditions not specifically regulated in these Terms will be further regulated under the Form or the SAAS Agreement. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Form, (2) any exhibit, schedule, appendix, addendum, or amendment to the SAAS Agreement, (3) the body of the SAAS Agreement, and (4) these Terms.
    7. If you have any requests, concerns, or questions related to these Terms, please contact us at legal@thebonza.com.