Terms of Use

Gomu API Terms of use
Last updated May 5, 2022

These terms of use (the “Terms of Use”) apply to and regulate your use of the APIs (as defined below) and the API Data (as defined below), made available by Supercharge Labs. Pte. Ltd. (UEN: 202202619G) (“Gomu”, “us”, “our”, “we”), a company incorporated under the laws of Singapore.

Subject to your acceptance of, and compliance with, these Terms of Use, any additional terms set out in the Order Form (as defined below), the API documentation as published by Gomu from time to time, and/or any documents as agreed between you and Gomu in respect of your access to and use of the APIs and API Data (“Additional Terms”), and any policies or guidelines issued and updated from time to time by Gomu in relation to the APIs and API Data (the “Guidelines”), you may use the APIs in Your Product. “Your Product” means and includes no more than one: website, domain, subdomain, software application, channel, bot, or service, which is owned and operated by you, and which you have registered as either a publisher of API Data or developer using API Data.

In the event of a conflict or inconsistency between these Terms of Use, the Additional Terms and the Guidelines, the Additional Terms will govern that conflict or inconsistency, followed by these Terms of Use.

These Terms of Use (collectively with the Additional Terms and the Guidelines, the “Agreement”) apply to any Order Form(s) between yourself and Gomu (each a “Party” and collectively the “Parties”) and are effective as of the effective date of the first Order Form between the Parties.

As an individual, if you are accessing or using the APIs and/or the API Data on behalf of an organisation, you represent and warrant that you have the required authority to bind that organisation to the Agreement. In this case, references in the Agreement to “you” and “your” are references to you as an individual AND to that organisation.

By undergoing the registration process to access and use the APIs and API Data, you accept and agree to the Agreement in their entirety. If you do not accept the Agreement, you must stop accessing or using the above-mentioned API services.

These Terms of Use are expressly deemed to incorporate our Privacy Policy (accessible at https://gomu.co/privacy-policy).

These Terms of Use 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 of Use were last updated. You are encouraged to check for any updates to these Terms of Use prior to your use of the APIs and API Data. Your continued use of the APIs and API Data constitutes your acknowledgement and acceptance of these Terms of Use as changed from time to time.

1. General definitions and interpretation

1.1 In these Terms, the following words shall have the meanings ascribed below:

  • 1.1.1 “APIs” means any form of application programming interface that Gomu makes available in its software-as-a-service products which you have subscribed to, which may include object code, software libraries, software tools, sample source code, published specifications, and any related developer documentation and other developer services, functions and features made available through such application programming interfaces by or on behalf of Gomu. APIs shall include any future, updated or otherwise modified version(s) thereof;
  • 1.1.2 “API Data” means any content, images, photographs, illustrations, icons, texts, video, audio, written materials, software, sample codes, applications, specifications or other content, materials or data made available to you through the APIs;
  • 1.1.3 “Applicable Law” means laws, rules, regulations, regulatory guidance, regulatory requirements and any form of subsidiary legislation, resolution, policy, guideline, concession or case law of the relevant jurisdiction from time to time having the force of law and relevant to Gomu’s provision of, and a party’s access to and use of, the APIs and API Data;
  • 1.1.4 “Confidential Information” means all proprietary and confidential information and materials of Gomu, and/or any of our customers, clients or suppliers which is designated as such, or which by its very nature should obviously be treated as secret and confidential including any non-public information disclosed to you via the APIs and API Data, trade secrets, know-how, strategies, inventions, operations, compliance information, customer lists, personal data of the Gomu's customers, plans, market opportunities and business affairs (in each case whether disclosed orally, in writing, electronically or in any other form);
  • 1.1.5 “End User” means end users of Your Product;
  • 1.1.6 “Intellectual Property Rights” means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, domain names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing;
  • 1.1.7 “Order Form” means an ordering document in the form prescribed by Gomu, specifying the APIs and API Data to be made available to you that is entered into between Gomu and yourself, including any exhibits thereto;
  • 1.1.8 “Privacy Policy” means our privacy policy accessible at https://gomu.co/privacy-policy as amended from time to time;
  • 1.1.9 “Your Material” means any content, images, photographs, illustrations, icons, texts, video, audio, written materials, software, sample codes, applications, specifications or other content, materials or data of yours, in any form, that is submitted to us through the APIs.

1.2 Where applicable:

  • 1.2.1 references to “Terms of Use” are to these Terms of Use, as may be revised, amended or supplemented from time to time, and include any policies and documents incorporated herein;
  • 1.2.2 the expression “written” or “in writing” means the representation or reproduction of words or symbols or other information 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; and
  • 1.2.3 The terms "include" and "including" are deemed to include the phrase "without limitation" immediately thereafter.

1.3 In these Terms of Use, 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.

1.4 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).

1.5 The headings used in these Terms of Use are for convenience or reference only and are not to affect the construction of or to be taken into consideration in interpreting these Terms of Use.

1.6 References to “Clauses” are to clauses of these Terms of Use.

2. Eligibility and registration

2.1 In order to access and use the APIs, you will need to register for a developer account with Gomu (the “Gomu Developer Account”). You must be at least 18 years old to register for a Gomu Developer Account and to otherwise use the APIs and API Data. During the registration process, we will ask you for information, including your name and other personal information to verify your identity, and a method of payment. You must provide the information that we require and you must ensure that any information you provide to us is complete, accurate, up-to-date, true and not misleading.

2.2 We may reject or accept your application(s), or limit the number of Gomu Developer Accounts that you may hold, at our sole discretion. We may require additional information, documentation or clarification in respect of any application you make, and we reserve the right not to proceed with an application until we are satisfied it is in line with the Agreement. If you don’t provide us with the information we require, or if any of the information you provide is incomplete or inaccurate, your application may be rejected. If any of the information that you provide us in support of your application changes or becomes inaccurate, you must inform us in writing, and we may reconsider your registration status.

2.3 You are responsible for all activities conducted on your Gomu Developer Account and you agree that you must:

  • 2.3.1 keep your Gomu Developer Account information (including login details and payment details) confidential and secure, and not provide any other person with access to your Gomu Developer Account; and
  • 2.3.2 promptly notify Gomu if you suspect any unauthorised access to or use of your Gomu Developer Account.

2.4 Without limiting its other rights and remedies, Gomu reserves the right to block or deny access to, suspend or terminate your Gomu Developer Account at any time in Gomu’s absolute discretion, without giving any reason or prior notice and Gomu shall not be liable or responsible for any claim, demand, action, proceeding, damage, liability, cost, loss or expense arising out of the same.

3. License

3.1 Your use of and access to our APIs must comply at all times with the Agreement and with the use case(s) we have approved for access to our APIs. If we grant access to you for the use of an API (including any API Data), access is granted on the basis of the Agreement and for a personal, limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use the API and reproduce, display, adapt, perform and store the API Data solely on Your Product for use solely by End Users (and for the avoidance of doubt, you are not permitted to licence, sublicense or resell any API or API Data).

3.2 All rights not expressly granted to you hereunder are reserved by Gomu, its third-party providers and other respective owners, if any.

3.3 If an API contains software or code subject to open source licences, you must use such an API in accordance with the terms of the applicable open source licences.

3.4 Your rights to access and use API Data via the APIs under Clause 3.1 shall vary depending on the subscription plan selected, and the terms of each subscription plan shall be as published on the relevant website(s) of Gomu from time to time.

3.5 Except for the licence granted under Clause 3.1, you have no other rights to the APIs and/or the API Data, and you shall not, and shall not permit any End User to, except as permitted in the licence grant above: modify, edit, copy, distribute, reproduce, publish, display, perform, license, sell, rent, lease, loan, create derivative works of, reverse engineer, alter, enhance, provide access to or in any way exploit the APIs or API Data in any manner. For clarity (a) you may charge a fee for such usage by End Users, (b) you may temporarily store the API Data to the extent necessary in order to make the API Data available via Your Product, and (c) you may not distribute the API Data on a standalone basis but instead only as part of Your Product. If you breach any obligation under the Agreement, the said licence will terminate automatically.

4. Fees and payment

APIs are deemed delivered upon the provision of access to you or for your benefit. If there are fees set forth in an Order Form, fees will be invoiced and payable on an annual upfront basis, or as otherwise set forth in the Order Form. All payments shall be made in the manner prescribed and/or made available by Gomu and in the currency set forth on the corresponding invoice. All fees set forth in the invoice are due within the time prescribed by Gomu in respect of the relevant invoice. You shall be responsible for all taxes arising under the Agreement, including, but not limited to, sales, use, gross receipts, excise value added, and goods and services taxes (but not including Gomu’s income taxes), in addition to any duties, costs of compliance with export and import controls and regulations, and other governmental assessments, and, if applicable, withholding taxes so that after payment of such taxes the amount Gomu receives is not less than the fees set forth in the Order Form. In the event that a double taxation treaty applies, which provides a zero or reduced withholding tax rate, you agree to not withhold or withhold at the reduced tax rate in accordance with the double taxation treaty. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount of interest for late payment allowed by applicable law, whichever is less.

5. Prohibited activities

5.1 Save as otherwise expressly permitted by Gomu, you shall not, and shall not permit any End User, to:

  • 5.1.1 copy, modify or create derivative works of the APIs or any API Data;
  • 5.1.2 copy, manipulate or aggregate any API Data for the purpose of making it available to any third party;
  • 5.1.3 trade, sell, rent, loan, lease license or provide any API Data or access to the APIs, whether commercially or free of charge;
  • 5.1.4 use or introduce to the APIs any data mining, crawling, "scraping", robot or similar automated or data gathering or extraction method, or manually access, acquire, monitor or copy any portion of the APIs, or download or store API Data;
  • 5.1.5 make excessive requests for information or take any action that interferes with, disrupts or imposes an undue burden on the APIs or any server or network connected to the APIs or negatively affects the quality or availability of any API Data, or speed or functionality of the APIs;
  • 5.1.6 introduce a virus, Trojan horse, worm, time bomb or other malware to the APIs, or use any device, software or routine to bypass any software or hardware that prohibits volume requests for information;
  • 5.1.7 violate, bypass or circumvent any security measure intended to limit or prevent access to the APIs or API Data, or otherwise attempt to gain unauthorized access to the APIs, any API Data or to any computer systems or networks connected to the APIs or any of Gomu’s servers, whether through hacking, password mining, unauthorized use of another user's password/credentials or any other means;
  • 5.1.8 interfere with, disrupt, modify, reverse engineer or decompile any APIs, API Data or any part thereof;
  • 5.1.9 restrict, inhibit or interfere with use of the APIs by any other user (including by hacking the APIs);
  • 5.1.10 introduce or otherwise distribute through the APIs any computer program that damages, interferes with, intercepts, collects, releases or discloses any system, data or personal information of ours or any third party;
  • 5.1.11 except as provided herein, make use of any of our trademarks, service marks, trade names or logos or those of any third party displayed in the APIs; or modify or remove any copyright or other proprietary notice in the API Data; or
  • 5.1.12 use the APIs or API Data for any unlawful purpose, including in contravention of any Applicable Law (including sanctions laws and other laws relating to anti-money laundering, anti-bribery and corruption, tax evasion or similar tax crimes, including facilitation, and other financial crimes) or third-party rights.

5.2 Additionally, you acknowledge and agree that you (and not Gomu) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, software and services needed for you to access and use the APIs, and paying all charges related thereto.

6. Ownership and intellectual property

6.1 Except as expressly granted herein, all Intellectual Property Rights in and to the APIs and the API Data shall vest and remain vested in Gomu or its licensors.

6.2 You must not make any enhancements, derivatives, changes, modifications, alterations or adaptations (“Changes”) of or to the APIs or API Data in Your Product without our express written consent. For the avoidance of doubt, we will own all rights, title and interest (including any Intellectual Property Rights) in any such Changes to our APIs or API Data, without you having any right of compensation for the same.

6.3 You acknowledge and agree that:

  • 6.3.1 the APIs and API Data contain confidential and proprietary information and you shall not conceal, modify, remove, destroy or alter in any way any proprietary markings of Gomu on or in the APIs, API Data or any related materials and documentation;
  • 6.3.2 the look and feel of the APIs, including all page headers, custom graphics, button icons, and scripts, is the service mark, trade mark, and/or trade dress of Gomu and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Gomu;
  • 6.3.3 all trade marks, logos, service marks, trade names, business names and all other product or service names or slogans (collectively, the “Trade Marks”) which appear on any of the APIs are registered and unregistered Trade Marks or are licensed for use by Gomu by third parties;
  • 6.3.4 Gomu’s Trade Marks, including “Gomu”, are solely the property of Gomu. The absence of a name, logo or other mark herein does not constitute a waiver of any and all Intellectual Property Rights that Gomu has established. All other Trade Marks which appear on any APIs or API Data are the property of their respective owners;
  • 6.3.5 nothing contained on any of the APIs should be construed as granting, by implication or otherwise, any licence or right to use any Trade Marks displayed on any of the APIs without the written permission of Gomu or such third party who owns the Trade Mark; and
  • 6.3.6 you shall not deal with or otherwise use any Trade Mark displayed on any APIs and/or API Data, contrary to the provisions of these Terms of Use.

6.4 The use or misuse of the Intellectual Property Rights of Gomu or its licensors, except as expressly permitted by the Agreement, is prohibited. You shall, and shall require your End Users to, notify Gomu at legal@gomu.co promptly upon becoming aware of any unauthorised access to or use of the APIs or API Data by any individual or entity or of any claim that the APIs or API Data infringes upon any Intellectual Property Rights of any third party.

6.5 Gomu provides API Data through the APIs that is copyrighted and/or trademarked work of Gomu or Gomu’s third-party licensors and suppliers. You acknowledge that the APIs have been developed, compiled, prepared, revised, selected, and arranged by Gomu and such third parties through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Gomu and such others. Accordingly, you shall protect the proprietary rights of Gomu and all others having rights in the APIs during and after the term of the Agreement and comply with all reasonable written requests made by Gomu to protect its and others’ contractual, statutory, and common law rights in the APIs and API Data.

6.6 You warrant and represent that you or your third-party licensors will own all rights, title and interest (including any Intellectual Property Rights) in and to Your Material, and you grant to Gomu a non-exclusive and royalty-free licence to use and copy Your Material for the purposes of facilitating and administering your access to and use of our APIs and API Data. You represent and warrant that the use of Your Product by the End Users, our use and any copying of Your Material, will not violate or infringe the rights (including Intellectual Property Rights) of any third party.

7. Transactions with third parties

Under no circumstances shall it be construed that, in the case of any services, products or programmes of any third party accessible through the APIs, Gomu is a party to any transaction between you and such third party or that Gomu endorses, sponsors, certifies, or is involved in the provision of such services, products, applications or programmes of such third party and Gomu shall not be liable in any way for any products obtained and/or purchased from or services rendered by any such third party which shall be the sole responsibility of the relevant third party.

8. Requirements for your product

8.1 Your Product shall not contain any content that is unlawful, threatening, abusive, libelous, defamatory, or otherwise inappropriate, as determined by us in our sole discretion.

8.2 Your Product shall not contain any information that, in our sole discretion, may create the false impression that you, Your Product or any other service, person or entity is associated with, sponsored by or otherwise endorsed by Gomu, or that any activity engaged in by you or anyone else has been approved by Gomu.

8.3 Your Product shall not contain any content or information that violates or infringes any Intellectual Property Rights or other proprietary rights, or any right to privacy or publicity of, or defames, any person or entity.

8.4 Subject to Clause 8.5, Your Product shall prominently provide attribution to Gomu as follows: “Data provided by gomu.co” and shall include a hyperlink to the website of Gomu (https://www.gomu.co/) (the “Attribution Link”).

8.5 Gomu may require you to remove the Attribution Link at any time and upon notifying you of the same, you must promptly (and, in any event, within five (5) business days) remove all Attribution Links from Your Product.

8.6 You acknowledge and agree that we may, for marketing and promotional purposes, produce and distribute depictions of your (or your End Users’) use of the APIs and API Data, including screenshots of Your Product and your Trade Marks. You grant us all necessary rights for the aforesaid purposes, including but not limited to a non-exclusive, perpetual, royalty-free licence for such use.

9. Feedback

9.1 This section does not apply to information supplied by you to the APIs that can identify you personally. Gomu believes in protecting your privacy. Please visit https://gomu.co/privacy-policy to review our current Privacy Policy, which also governs your use of the APIs and API Data, to understand our practices.

9.2 If you send or transmit any communication, including but not limited to feedback, questions, comments or suggestions to Gomu, whether by letter, email, telephone or otherwise (collectively, “Feedback”), all such Feedback is, and will be treated as non-confidential and non-proprietary. You hereby assign to Gomu all right, title, and interest in, and Gomu is free to use, without any attribution or compensation to you, any ideas, concepts, know-how or techniques or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to enhancing the APIs, or otherwise developing, manufacturing, licensing, marketing and selling products and services based on or containing such Feedback. You also understand and agree that Gomu is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution. Gomu may use aggregated and statistical data derived from usage of the APIs.

10. Disclaimers and limitation of liability

Please read this section very carefully.

10.1 Nothing in these Terms of Use excludes, restricts or modifies, or is intended to exclude, restrict or modify, any guarantee, condition, warranty, right or liability implied by Applicable Law which cannot lawfully be excluded, restricted or modified.

10.2 Use of the APIs and the API Data is at your own risk, and you are responsible for evaluating the accuracy, completeness or usefulness of any information or other content available through the APIs. The APIs and all API Data are provided “as is” and to the maximum extent not prohibited by Applicable Law, provided without warranty of any kind, express or implied including (without limitation) fitness for a particular purpose, merchantability, title and non-infringement.

10.3 The API Data provided through the APIs is strictly for informational purposes. Nothing on or in the APIs shall constitute or be construed as an offering of any currency or any financial instrument or as investment advice or investment recommendations (such as recommendations as to whether to purchase a currency or instrument) by Gomu or a recommendation as to an investment strategy by Gomu. API Data accessible through the APIs should not be considered as information sufficient upon which to base an investment strategy. No API Data accessible through the APIs is tailored to the specific needs of any individual, entity or group of individuals. Gomu expresses no opinion as to the future or expected value of any currency, security or other interest. Gomu does not explicitly or implicitly recommend or suggest any investment strategy of any kind. API Data accessible through the APIs may not be used as a basis for any financial or other product without the express prior written consent of Gomu.

10.4 The API Data provided through the APIs is submitted to Gomu by unrelated third-party providers, or derived from data submitted to Gomu by unrelated third-party providers. Gomu does not review all third-party data or API Data for accuracy, does not review API Data for completeness or reliability, and does not warrant or guarantee the accuracy, completeness, reliability or any other aspect of any API Data.

10.5 The APIs and the API Data published within the APIs may include inaccuracies or errors. Gomu does not guarantee the accuracy, completeness, timeliness, security, availability or integrity of the APIs or any API Data, and disclaims all liability for any errors or other inaccuracies relating to, the APIs or the API Data. Gomu makes no representations about the suitability of the APIs or any API Data, or that the APIs or any API Data will be uninterrupted or operate in combination with any software, service, system or other data or information.

10.6 Gomu disclaims all warranties and conditions that the APIs, its servers, or any email sent from Gomu, are free of viruses or other harmful components.

10.7 To the maximum extent permitted by Applicable Law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of the APIs and/or API Data against Gomu within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.

10.8 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOMU ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY API DATA; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR OR ANY END USER’S ACCESS TO OR USE OF THE APIS AND/OR THE API DATA; (III) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APIS; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE APIS BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY API DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY API DATA POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE APIS; AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

10.9 IN NO EVENT SHALL GOMU (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND AFFILIATES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR OR ANY END USER’S ACCESS TO OR USE OF THE APIS AND API DATA OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY, OR USE THE APIS; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SERVICES, PRODUCTS, AND SERVICES OBTAINED THROUGH THE APIS; OR OTHERWISE ARISING OUT OF THE ACCESS TO OR USE OF THE APIS WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF GOMU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.10 IN NO EVENT SHALL GOMU (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND AFFILIATES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF: (i) S$50.00 AND (ii) THE TOTAL AMOUNT PAID BY YOU TO GOMU TO ACCESS AND USE THE APIS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS CLAUSE REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS CLAUSE WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11. Indemnification

Except to the extent prohibited under Applicable Law, you shall indemnify, defend and hold harmless Gomu and its members, managers, directors, officers, employees, partners, consultants, contractors, service providers, agents, successors and assigns from and against any and all suits, actions, proceedings and claims by third parties, including, without limitation, End Users (whether threatened or actual), and all losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys' fees) arising out of, relating to or in connection with: (i) your or any End User’s use (or misuse) of or access to the APIs and/or API Data; (ii) publication of any API Data on Your Product; (iii) your violation of any obligation under the Agreement; (c) your or any End User’s violation of any Applicable Law (including any applicable privacy laws and regulations); (iv) any claim that any information provided by or published on Your Product, including the API Data, caused damage to, infringed upon, misappropriated or otherwise violated the rights of any third party, including infringement, misappropriation or other violation of third-party Intellectual Property Rights, or violation of any right of privacy or publicity; and/or (v) any dispute that you or any End User has with any third party relating to or in connection with Your Product, the APIs or API Data. Gomu reserves the right, at its own cost, to assume the exclusive defence and control of any matter subject to indemnification by you, in which event you will fully cooperate with Gomu in asserting any available defences and in the conduct of such defence.

12. Privacy

12.1 You shall comply with all applicable privacy laws and regulations including those applying to personal data. You will provide and adhere to a privacy policy for Your Product that clearly and accurately describes to End Users of Your Product what user information you collect and how you use and share such information with Gomu and third parties.

12.2 You acknowledge and agree that Gomu may collect certain data in respect of your use of our APIs and API Data. Gomu will use and process any information you submit or upload to the APIs in accordance with our Privacy Policy (https://gomu.co/privacy-policy).

13. Confidentiality

13.1 During your access and use of the APIs and API Data, you may obtain the Gomu's Confidential Information. Subject to the Agreement, you agree to treat all of Gomu's Confidential Information as strictly confidential and shall not use or disclose such Confidential Information to any third party without our prior written consent. You agree to take proper care and all reasonable measures to protect the confidentiality of Confidential Information in accordance with all Applicable Law and applying not less than the same standard of care as you would apply to your own confidential information but not less than a reasonable standard of care.

13.2 Upon termination of your access to our APIs, or at our request, you agree to destroy or return to us all of our Confidential Information in your possession or control and certify to us that this has been done. The confidentiality obligation continues to apply if any of our Confidential Information remains in your possession or control.

14. Modification to the APIs

At any time and in Gomu's sole discretion, Gomu may (in whole or in part) modify, suspend or discontinue the APIs and/or any API Data without notice, for any reason. You will not be charged for use of the APIs after the date of any discontinuation. We shall have no liability to you or to any third party for any such modification, suspension or discontinuance.

15. Enforcement

The remedies available to Gomu under the Agreement are cumulative and in addition to any others available to Gomu. Gomu may seek all remedies available to it at law and in equity for any violation of the Agreement. Gomu may suspend, terminate or block your access to the APIs (in whole or in part) and your right to publish or use API Data for any violation, or suspected violation as we determine, without notice to you. Your violation of the Agreement shall be considered a breach of contract. We reserve the right, but do not assume any obligation, to investigate any suspected violation of the Agreement or any misuse of the APIs. In addition, we further reserve the right to report any activity, data or persons to, and otherwise cooperate with: (i) law enforcement authorities; (ii) financial regulators; (iii) system administrators at Internet service providers, networks or computing facilities; and (iv) providers and/or third-party vendors if we suspect that you have violated the Agreement or that you or any End User has violated any Applicable Law. You acknowledge that such reporting or cooperation may include, without limitation, providing information relating to you and/or your use of the APIs, including without limitation your email address, IP address or other identifying information, to law enforcement authorities, financial regulators, third-party providers, vendors or system administrators. Further, we may disclose any information we think necessary to comply with Applicable Law or other legal process or governmental or regulatory request.

16. Governing law; Submission to jurisdiction

16.1 The Agreement and any and all claims, disputes or other legal proceedings by or between you and us, including but not limited to any claims or disputes that are in any way related to or arising out of the Agreement or your use of or access to the APIs and API Data, shall be governed by and construed in accordance with the laws of Singapore, without regard to any principles of conflicts of law.

16.2 You irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore and consent to the service of process (whether personal or otherwise) by prepaid post (ordinary or registered) to your last known address in Gomu’s records which shall be conclusively deemed to be received by you on the day following such posting despite any evidence to the contrary.

16.3 You acknowledge that any breach of either of Clause 4 (Prohibited Activities) or Clause 6 (Ownership and Intellectual Property) would cause immediate and irreparable harm to Gomu, for which monetary damages would not be sufficient, and that, in addition to all other remedies available to Gomu at law or in equity, Gomu shall be entitled to seek injunctive relief without proof of damages or the posting of bond or other security in the event of such a breach or threatened breach.

17. Term and termination

17.1 The Agreement between you and Gomu shall continue for the duration set forth in the Order Form (the “Term”), unless otherwise terminated as provided herein.

17.2 Gomu may terminate these Terms of Use in the event you materially breach these Terms of Use and fail to cure such breach within ten (10) days of notice thereof. Upon any termination or expiration of the Agreement, all licence rights hereunder shall cease, you shall immediately destroy all API Data in your possession or control and you shall have no further right to access or use the APIs and/or API Data in any manner. You shall certify your compliance with the foregoing to Gomu in writing within ten (10) days of such request.

17.3 Upon the termination or expiration of the Agreement, Gomu will provide you access to Your Material in a format and media reasonably accessible for thirty (30) days (or as otherwise mutually agreed between the Parties) and will thereafter use industry standard methods to delete or otherwise make inaccessible all Your Material. Notwithstanding the foregoing, Gomu shall retain, solely for security purposes, usage information related to the APIs and API Data and metadata related to the security of the APIs, excluding Your Material (except for security-related information such as IP addresses, usernames, log-in attempts, and search queries) (“Security Logs”) for a period of two (2) years following the last event logged. Security Logs shall be retained subject to the other terms of the Agreement.

17.4 No termination or expiration of the Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation payment obligations). Clauses 6 (Ownership and Intellectual Property), 8 (Requirements for Your Product), 10 (Disclaimers and Limitation of Liability), 11 (Indemnification), 13 (Confidentiality), 16 (Governing Law; Submission to Jurisdiction), 17 (Termination) and 19 (General) shall survive any termination or expiration of the Agreement.

17.5 Termination is not an exclusive remedy and all other remedies will remain available.

17.6 All non-expired Order Forms shall automatically terminate upon the termination of the Agreement.

18. Force majeure

In no event shall Gomu be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, infectious diseases, epidemics, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. Our performance under the Agreement is subject to existing laws and legal process, and nothing contained in the Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the APIs or publication or use of any API Data, or any information provided to, or gathered by, us with respect to such use.

19. General

19.1 The Agreement, and any other terms or documents referenced therein, including our Privacy Policy (which can be accessed at https://gomu.co/privacy-policy), constitute the entire agreement between you and Gomu relating to your use of the APIs and API Data and supersede all prior or contemporaneous communications, whether electronic, oral or written, between you and Gomu with respect to the APIs and API Data. A printed version of the Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

19.2 You agree that no joint venture, agency, partnership, or employment relationship exists between you and Gomu and/or its affiliates as a result of the Agreement or use of the APIs and API Data.

19.3 The Agreement, and any rights and licenses granted thereunder, may not be transferred or assigned by you, but may be assigned by Gomu without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void.

19.4 If any provision of the Agreement, including, but not limited to, the warranty disclaimers and limitations of liability set forth in these Terms of Use above, is determined to be invalid or unenforceable under Applicable Law, such provision shall be construed, limited or if necessary severed to the extent necessary to eliminate such invalidity or unenforceability and the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected but shall remain in full force and effect.