1. These terms and conditions (Terms) govern your access to the information contained on the Temasys website (Website), use of the Temasys application program interfaces (API or SDK), sample software code, and other related materials provided or made available by Temasys (Platform) that enable you to implement the Temasys platform services offered by Temasys (Service) on one or more websites, web applications or mobile applications owned, operated, managed or controlled by you (Your Product).
  2. Temasys, we, us, our and similar pronoun means Temasys Communications Pte Ltd. (registration number: 201136064Z), a Singapore company with a place of business at 80 Amoy Street 02-02, Singapore, 069889. Including in all its forms is construed without limitation. You or your means you, the person who accesses, downloads, uses or otherwise deals with the Platform or Service, and includes your employer or principal.
  3. In order to use the Website, Platform, and Services, you are required to accept and to agree to be bound by these Terms. By accessing downloading, using or otherwise dealing with the Website, Platform or Services, you agree to these Terms. If you are using or otherwise dealing with the Platform and the Service on another’s behalf, you represent that you are duly authorized to represent and accept the Terms on behalf of your principal.
  4. You agree to incorporate these Terms into Your Products and ensure that your customers adhere to these Terms.
  5. We may change, modify or update the Platform at any time, to impose additional restrictions or limitations on the Service (including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted to you on Temasys’ servers), or to change, modify or update the fees charged for all or a portion of the Service. You agree that Temasys has no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted by the Service. Temasys may decide what features to include in the Service and whether to make them optional or mandatory. You further acknowledge that Temasys may change these general practices and limits at any time, in its sole discretion, with or without notice.
  6. We may change, modify or update the Terms at any time. If we do so, we shall post the revised Terms on our Website. If you do not agree to the revisions, you must cease to use the Platform and remove the Service from Your Product. Your continued use of the Platform or the Service on Your Product after the posting of the revised Terms means that you have accepted the new Terms.
  7. API Key. You consent to the collection and processing of your personal information in order to provide you an application programming interface (API) key. If you share with others or don’t sufficiently protect your information associated with the API key from others, including the registered domain name and DNS information, you (and not Temasys) are responsible for any actions that others may take. If you believe that someone has used your API key without your permission, contact us at dev-support@temsays.com.sg
  8. Subject to your compliance with these Terms and with the payment requirements for the Services, Temasys grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use the Platform in order to display, interface and implement the Service on Your Product, solely in accordance with the these Terms. You may not install or use the Platform for any other purpose without Temasys’ prior written consent.
  9. You acknowledge that the Platform and the Service are protected by copyrights, trademarks, service marks, international treaties or other intellectual property rights and applicable laws. All ownership and intellectual property rights arising out of or in connection with the Platform and the Service (Temasys Marks) belong exclusively to Temasys. Except for the license described in the previous paragraph, you have no ownership, right, title, license or any other form of legal or equitable interest whatsoever in the Platform, the Service or the Temasys Marks.
  10. You shall not sell, transfer, assign, rent, lease or sublicense Temasys’ code, the Platform, or the Service to anyone.
  11. If features available through the Service are provided by other third parties, Temasys shall make commercially reasonable efforts provide you the policies, requirements or guidelines of those third parties. You agree to comply with all of them.
  12. You shall not remove, obscure or alter any Temasys branding contained in the Service or any notice of any Temasys Marks. You may not display Temasys Marks on Your Product (or otherwise) other than (a) through the display of the Service in accordance with the Platform and Temasys’ branding guidelines located at http://www.temasys.com.sg/media and (b) solely for the purpose of disclosing that Your Product has implemented the Service in a manner that does not suggest any further relationship or endorsement of Your Product by Temasys. You may not alter the naming conventions in place in Temasys code (if made available to you), as it relates to namespaces, packages, libraries, and other components provided to you by Temasys.
  13. Other than through the API configuration options provided by Temasys, you shall not, and shall not allow any third party to, alter, change or modify any user interface, feature or functionality of the Service without Temasys’ prior written consent. You shall not, and shall not allow any third party to, copy, reverse engineer, decompile or disassemble Temasys’ code, the Platform, or the Service or build alternative methods to access the Service other than as provided through the Platform.
  14. Temasys licenses certain components of the Platform under separate licenses. In these cases, you agree not to use any Temasys Marks, including those originally built into the code we provide, in any modified version of that code unless (a) it follows the branding guidelines located at http://www.temasys.com.sg/media, or (b) you have entered into a separate written trademark license agreement with Temasys.
  15. You agree to update code provided by Temasys in connection with modifications to the Service or Platform in a reasonable and timely fashion after Temasys makes them available. Temasys may update files on our servers that will automatically change the functionality of the Platform or Service, and you consent to those updates.
  16. You shall not obscure or cover any graphical element of the Service or otherwise interfere with the operation of the Platform or Service.
  17. When users interact with the Service, Temasys receives and stores certain information (that are not personal information) and aggregated user information and statistics, (including number of unique users, number of sessions and total minutes streamed). Temasys itself may store these information. These information may be also stored by (and shared with) Temasys affiliates, agents, service providers and current and prospective business partners. Temasys uses these information to provide, improve, market and enhance its products and services and for other lawful business purposes.
  18. Temasys may place volume limitations on access to the Platform or Service.
  19. Temasys does not provide support for the Platform or the Service, unless you enter into separate agreements with Temasys and pay all associated fees. Temasys support is subject to these Terms, as modified by the associated support agreement.
  20. Upon written request from Temasys, you agree to grant Temasys a limited, non-exclusive, non-transferable, non-sublicenseable license to display your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that you use the Platform and the Service.
  21. You may not sell or otherwise display any advertising, promotion or sponsorship within the Service (pre-roll, post-rolls). You may sell or otherwise display advertising, promotion, or sponsorship as part of your own Product or Service, provided these are not hosted or served on the Temasys Platform or Service.
  22. Free Trials.
    1. At its sole discretion, Temasys determines whether you are eligible for a free trial subscription to the Service.
    2. We may limit the number of free trials per account and take actions to prevent abuse.
    3. During the free trial, you are authorized to access and use the Platform and Service solely to the extent allowed by Temasys.
    4. Temasys is not obligated in any way to provide customer support or technical assistance to you during your free trial.
    5. Temasys may change the conditions of the free trial or discontinue it entirely at any time without notice.
  23. Fees
    1. You agree to pay all applicable fees (including any minimum fees). We may increase or add new fees for any existing Service or Service feature by giving you notice. All fees payable by you are exclusive of local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including sales taxes, use taxes and value added taxes) (Additional Charges). You agree to pay all Additional Charges, excluding taxes based upon Temasys’ net income.
    2. We may specify the manner in for payment, which is subject to our prevailing accounts receivable policies. All amounts payable by you under this Agreement shall be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you shall notify us and shall pay an additional amounts to ensure that the amount that we receive, after the deduction and withholding, equals the amount we would have received if no deduction or withholding had been required.
    3. Should you have any dispute as to fees associated with your account, please contact us at finance@temsays.com.sg within 30 days of the date of the activity that generated the dispute. If you do not do so, you are deemed to have accepted the fees. Refunds (if any) to resolve a dispute are issued as credits to your account, and not as cash refunds.
    4. Fees for the Services may be provided on a post-pay or monthly subscription basis, depending on the pricing method for each Service or Service feature. All fees are due upon receipt of an invoice. If you want to cancel a Service or Service feature, you must log into your account to cancel the Service at least 24 hours before a subscription fee is due. For Service or Service features offered on a post-pay basis, you may cancel the Service at any time. You are still responsible for paying any fees that have accrued to your account prior to cancelling the Service.
  24. Archiving and Storage of Communications. You acknowledge and understand that there may be local and international laws governing the electronic recording of communications and that Temasys shall not be liable for any illegal use of the recording features of the Service. You alone must determine whether to use the recording features of the Service and whether the electronic recordings are legal. You agree to comply, and require that your users comply, with all applicable laws relating to the recordal and privacy of communication, including, when required, advising all subjects of the recording. You agree that the storage of recorded communications is not guaranteed by Temasys and Temasys shall not have any liability whatsoever for any damage, liabilities, losses (including for loss of data or profits) arising out of or in connection with the loss of recorded communications.
  25. Prohibited Websites and Content. You are solely responsible for all content, services and advertising arising out of or in connection with Your Product. You shall not incorporate, use or otherwise deal with the Platform or Service if Your Product or any of the content, services or advertising arising out of or in connection with Your Product:
    1. is primarily directed to children aged 13 or under or has children aged 13 or under as a significant proportion of its users;
    2. competes with products or services offered by Temasys;
    3. contains adult entertainment, including pornography, erotic content, sexually explicit content, prostitution, or any other content not appropriate for general audiences, where prohibited by applicable laws;
    4. Offers or promotes gambling, games of chance involving the payment of any consideration, or illegal sweepstakes or contests, where prohibited by applicable laws;
    5. Promotes, encourages or facilitates any illegal activity, violates the law or violates the rights of any third party (including intellectual property rights, rights of privacy, or rights of personality); or
    6. Constitutes, promotes or is used for the purpose of dealing in: spyware, adware, or other malicious programs or code; counterfeit goods; items subject to U.S. embargo; unsolicited mass distribution of email; multi-level marketing proposals; hate materials; hacking, surveillance, interception, descrambling equipment; libellous, defamatory, abusive, harassing or otherwise offensive content; body parts or bodily fluids; stolen products or items used for theft; fireworks, explosives, or hazardous materials; or weapons.

    If you are unsure whether Your Product meets any description above, please contact us at sales@temsays.com.sg

  26. Compliance Obligations
    1. If Your Product collects, displays or transmits any personal information about your users, you shall prominently display a privacy policy that complies with all applicable laws and that makes it clear to users what data you collect and how you will use, display or share that data. You shall collect and use user data on Your Product only in accordance with your privacy policy and all applicable laws and regulations.
    2. Without limiting your obligations under these Terms, you shall not disclose any user data that you derive from any user’s usage of the Service (including chat logs, registration information, contact information or IP addresses) other than in compliance with your privacy policy and all applicable legal requirements.
    3. Temasys does not actively monitor the content of messages sent through the Service, but may elect to do so at its discretion. Temasys is not responsible for any claim based on any commentary or content posted in the Service by any user or any actions taken by any user of the Service, including any claim that the user content violates any person’s rights or is defamatory, libellous or otherwise illegal. You acknowledge that you are solely responsible for monitoring and controlling abusive or inappropriate behaviour in the Service in connection with Your Product. You shall regularly monitor and respond to reports of abuse, including by terminating user accounts where appropriate. You shall ensure that Your Product that implement the Service is at all times subject to terms and conditions binding on all users that are no less protective of Temasys, the Service and the Platform than these Terms.
    4. You shall maintain a policy for removing content and terminating repeat infringers.
    5. You are solely responsible for all information, data, text, communications, recordings, videos, music, sound, photographs, messages or other materials (content) that you or any of Your Product users upload, store, post, publish, display or otherwise transmit or use (post) in connection with the Service. Temasys may investigate and take appropriate action against anyone who, in Temasys’ sole discretion, violates or threatens to violate this provision, including removing the offending content from the Service, suspending or terminating the access of the violators and reporting you to appropriate authorities. You shall not (and shall not allow any third party to) use the Service to post any content that:
      1. is unlawful, harassing, tortious, defamatory, libellous or invasive of another’s privacy;
      2. you do not have a right to post;
      3. poses or creates a privacy or security risk to any person;
      4. infringes any intellectual property or other proprietary rights of any party;
      5. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
      6. in the sole judgment of Temasys, is objectionable or which restricts or inhibits any other person from using or enjoying the Service;
      7. exposes Temasys or its Platform users to any harm or liability of any type;
      8. interferes with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
      9. violates any applicable local, state, national or international law, or any regulations having the force of law;
      10. furthers or promotes any criminal activity or enterprise or provide instructional information about illegal activities; or
      11. obtains or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
  27. Security
    1. You must be reachable during reasonable business hours for security questions or concerns through the contact information that you provided upon requesting your Platform key.
    2. You shall ensure that all networks, computer and operating systems, software and other systems used to operate Your Product employ security measures to prevent unauthorized access to or use of any user data and the Service. You must promptly report any security deficiencies in or intrusions to your systems to Temasys dev-support@temsays.com.sg
  28. You agree that the operation of the Service, including your (or your users’) content, may be unencrypted and involve:
    1. transmissions over various networks;
    2. changes to conform and adapt to technical requirements of connecting networks or devices; and
    3. transmission to Temasys’ third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service.
  29. Accordingly, you agree that you bear sole responsibility for adequate security, protection and backup of your content. Temasys has no liability for any unauthorized access or use of any content, or any corruption, deletion, destruction or loss of any content. You agree that Temasys may preserve content and may also disclose content if required to do so by law or in the good faith belief that the preservation or disclosure is reasonably necessary to:
    1. comply with legal process, applicable laws or government requests;
    2. enforce these Terms;
    3. respond to claims that any content violates the rights of third parties; or
    4. protect the rights, property, or personal safety of Temasys, its users and the public.
  30. You agree that:
    1. your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and
    2. we may, without any liability to you, suspend access to any portion or all of the Services at any time, on a Service-wide basis: (i) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (ii) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to you or to any of our other customers if the Service were not suspended; or (ii) in the event that we determine that any Service is prohibited by applicable law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively Service Suspensions).
  31. Representations And Warranties. You represent and warrant that:
    1. you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute any content or data on Your Product or that is used or incorporated with the Service, and that Your Product and related content do not violate the rights of any third party (including copyright, patent, trademark, or other intellectual property rights) or any applicable regulation or law, including export, re-export or import laws and the laws of any country in which Your Product is made available;
    2. you have all necessary rights and authorizations to agree to these Terms and to use the Platform and the Service as contemplated by these Terms; and
    3. your agreement and compliance with these Terms and use of the Platform and the Service will not violate any law, regulation or contractual obligation.
  32. Term And Termination
  33. You may terminate the Service at any time by unsubscribing from the Service, and disabling Your Product’s access, use of or dealing with the Platform and the Service.
  34. We may suspend or terminate your right and license to access or use any or all of the Platform and Service or terminate these Terms in their entirety (and your license to use the Platform and the Service) at any time upon 30 days’ prior written notice. If Temasys determines that providing advance notice would negatively impact Temasys’ ability to provide Services, Temasys may suspend your right and license to access or use any or all if the Platform and Service or terminate these Terms in their entirety (and your license to use the Platform or the Services) without prior notice.
  35. We may suspend your right and license to access and use the Platform and the Service or terminate these Terms in their entirety (and your license to use the Platform and the Service):
    1. Immediately upon notice if: (i) Temasys determines that Your Product is harmful to or inconsistent with Temasys’ reputation and goodwill, (ii) if you breach or threaten to breach the clause with the heading Prohibited Websites and Content, (iii) there is an unusual spike or increase in your use of the Services which indicates fraud or adversely affects the Platform or Service; (iv) we determine, in our sole discretion, that our provision of any of the Services to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (v) you become subject to liquidation, dissolution, an assignment for the benefit of creditors, voluntary or involuntary bankruptcy or similar proceeding, or you threaten to cease the ordinary course of your business;
    2. Immediately and without notice if you are in default of any payment obligation under these Terms; or
    3. With five days’ prior written notice, if you breach any of these Terms and fail to cure the breach within the five-day notice period.
  36. Upon our suspension of your use of any Services or the Platform, in whole or in part, for any reason: (a) fees continue to accrue for any Services or Platform that are still in use by you, notwithstanding the suspension; (b) you remain liable for all fees, charges and any other obligations you have incurred through the date of suspension; and (c) all of your rights under these Terms terminate during the period of the suspension.
  37. Upon any termination of these Terms or your access to the Service, for any reason:
    1. you remain liable for all fees, charges and any other obligations you have incurred through the date of termination;
    2. all rights and licenses granted under these Terms shall terminate;
    3. you shall immediately remove the Service from Your Product and remove all copies of the Platform from all computers, hard drives, networks, and other storage media; and
    4. all of your content on the Service (if any) may be permanently deleted by Temasys.
  38. Temasys does not represent or warrant that the Platform or the Service complies with any legal requirements, is free of inaccuracies, errors, bugs, or interruptions (including service suspensions), or is reliable, accurate, complete, or otherwise valid. The Platform and the Service are provided “as is” and “as available” with no warranty, express or implied, of any kind. Temasys expressly disclaims any and all warranties, including any implied warranty of merchantability, fitness for a particular purpose, legality, availability, security, title or non-infringement. Your use of the Platform and the Service are at your own risk, and you are solely responsible for any damage that results from their use, including any damage to your computer system or loss or corruption of data.
  39. Temasys shall not under any circumstances be liable, and excludes all liability, under contract, breach of warranty, tort (including negligence, product liability or otherwise), equity or statue (a) for lost profits, lost or corrupted data, computer failure or malfunction, interruption of business, and (b) indirect, incidental, consequential, special or exemplary damages, arising out of or in connection with these Terms, the use of the Platform or the Service, or any Service suspension, whether or not Temasys is aware of the possibility of these damages. Temasys’ maximum liability arising out of or in connection with these Terms shall be limited to the greater of (a) $100.00 and (b) the fees paid by you to Temasys in the six-month period prior to the date the claim arose.
  40. You indemnify, defend and hold Temasys and its affiliates, officers, directors, agents, service providers, partners and employees harmless from any claim, demand or allegation made by any third party, and all related losses, damages, liabilities, costs and expenses (including attorneys’ fees), that arises out of or is connected to:
    1. your use of the Platform or the Service;
    2. use of the Service by the users of Your Product;
    3. Your Product, including any content, services or advertisements on Your Product or that you incorporate with the Service;
    4. any claims for copyright infringement, defamation, invasion of privacy or right of publicity arising out of or in connection with any unauthorized use of the Service; and
    5. your breach of any representation, warranty or covenant.
  41. These Terms govern constitute the entire agreement between you and Temasys regarding their subject matters. They supersede any prior agreements between you and Temasys relating to their subject matters. The failure of Temasys to exercise or enforce any right or provision of these Terms does not constitute a waiver of that right or provision, and a waiver of any default is not a waiver of any other default. If a court of competent jurisdiction finds any provision of these Terms to be invalid, the provision shall be construed in a manner consistent with applicable law to give effect to, as nearly as possible, the parties’ original intentions as reflected in the provision, and so that the other provisions of the Terms remain in full force and effect. You shall not novate, assign or transfer these Terms for any reason whatsoever (including by operation of law, merger, reorganization or as a result of an acquisition or change of control) without Temasys’ prior written consent and any action or conduct in breach of this prohibition is void and without effect. Temasys may assign or novate these Terms.
  42. We may send you any notices, including those regarding changes to these Terms, to the email address you provided when you established your Account or requested your API key or through any other reasonable means. Any notices to Temasys must be sent to Temasys’ registered address for the time being, via registered mail or overnight courier and is deemed given upon receipt.
  43. The Platform and Services may be subject to U.S. export and reexport control laws and regulations, including the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations (ITAR) maintained by the Department of State. You warrant that you are (a) not located in Cuba, Iran, North Korea, Sudan, or Syria, and (b) not a denied party specified in those regulations. You shall comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC and the ITAR. You shall not directly or indirectly sell, export, reexport, transfer, divert, or otherwise dispose of any products, software or technology (including their derivatives) received from Temasys under these Terms to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws. You agree to indemnify Temasys from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive termination or cancellation of these Terms.
  44. These Terms are governed by Singapore laws. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of one arbitrator to be appointed by the chairman of the SIAC for time being, upon the reference of any party at any time. The language of the arbitration shall be English.