Master Software (SaaS) and Service License Agreement Template



Scale Insights Pte Ltd has developed, and owns software that performs rules-based automation and analytics on advertising data. Such solutions are provided to customers on a Software-as-a-Service (SaaS) basis; and
This agreement governs the parties’ relation in connection with the customer’s subscription, as well as its end user’s access to and usage of the service (as defined below).

1. Acceptance of Terms of Service

  • 1.1 By subscribing to our services at Scale Insights Pte Ltd (the “Service”), you accept these Terms of Service (“TOS”) of Scale Insights Pte Ltd.
  • 1.2 The Service may be accessed either as an individual or on behalf of a company. In the case of the latter, you warrant (i) that you are authorized to represent the organization and (ii) that you accept the TOS on behalf of the organization as you are authorized to.
  • 1.3 The TOS may be modified from time to time and the published TOS would take immediate effect.

2. Software Access; Restrictions

  • 2.1 Subject to these TOS, we grant the customer a limited, non-transferable and non-exclusive right to access and use Scale Insights Pte Ltd’s proprietary and hosted software products and the related documentation (the “Software” or “Service”) via a web browser.
  • 2.2 Scale Insights Pte Ltd is hosting the Service and makes the Service available to you for usage via a web browser. Nothing contained in these TOS shall transfer any rights in or to the Service other than those rights specifically contained in this agreement. Scale Insights Pte Ltd is not obligated to make available or deliver any copies of programs or code in any way, shape or form.
  • 2.3 You shall not (i) copy, modify, alter or create derivative works from the Service; (ii) lease, rent, distribute, or resell the Service; (iii) or use the Service as the basis for creating a competitive solution (or assisting a third party to do so). You will use the Service in compliance with your applicable local, regional, national, and international laws, rules and regulations.
  • 2.4 You shall not, personally or via third-party authorization, (i) use the Service to upload or distribute any content that is unlawful, fraudulent, defamatory, abusive, contains viruses, or is otherwise objectionable as reasonably determined by Scale Insights Pte Ltd; (ii) resell, reproduce, duplicate or exploit any part of the Service without Our express written permission; or (iii) use any robot, spider, another automated or manual process to monitor or copy any content from the Scale Insights Pte Ltd’s software.
  • 2.5 The paid license granted to you includes basic support at no additional charge. This includes reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation: acts of God, acts of government, natural disasters, acts of terror, internet service provider (ISP) failures or delays, strikes or other labor events (other than those involving Our employees), or denial of service (DDoS) attacks.

3. Data Protection; Indemnification

  • 3.1 The safety of your data is a priority to us. You can see how we protect and handle your data in our Privacy Policy.
  • 3.2 We are obligated to observe and are working in accordance with Singapore’s data protection laws.
  • 3.3 In the event your data has been breached, you will be promptly notified of the nature and scope of such breach and we will immediately initiate remedial actions consistent with industry standards.

4. Payment Terms; Commitment Periods

  • 4.1 Your monthly subscription renews each month automatically until terminated in accordance with this agreement.
  • 4.2 Your quarterly subscription renews every three months automatically until terminated in accordance with this agreement.
  • 4.3 Your yearly subscription renews every twelve months automatically until terminated in accordance with this agreement.
  • 4.4 All payments are due on the date of the invoice. They have to be paid via STRIPE.
  • 4.5 If you fail to pay the invoice via STRIPE within ONE day, your access to the Service will be suspended. If you fail to pay the invoice within SEVEN days, the subscription to the Service would be cancelled and all data linked to your account would be deleted (see 5. Term Activation and Termination for additional details)
  • 4.6 The prices for your subscription may be annually adjusted to compensate for increasing running costs (within reason). These price adjustments will be communicated to you in textual form and shall not apply to any periods that you have already paid for.

5. Term Activation and Termination

  • 5.1 These TOS become effective upon commencement of your subscription to the Software and/or Service (“Effective Date”) and apply in full until all subscriptions granted in accordance with these TOS have expired or been terminated. In the case of free trial periods where you do not choose to purchase a subscription, the TOS will terminate at the end of the free trial period.
  • 5.2 Your purchased subscriptions or licenses commence on the start date specified in the applicable order and continue for the specified duration.
  • 5.3 You may terminate your use of our Software and/or Service by cancelling your subscription within the billing dashboard before the next billing cycle. You will not receive refunds or credits for the termination of monthly, annual or other subscriptions.
  • 5.4 We may terminate or suspend your access to the Service without liability if such termination or suspension is based on our good faith belief that you have violated any of the TOS (including non-payment of services).
  • 5.5 The right to termination for cause and without notice remains unaffected.
  • 5.6 Upon termination, we have no obligation to maintain nor provide any of your data and may thereafter delete all of your data in our possession or under our control, unless legally prohibited.

6. Proprietary Rights

  • 6.1 Scale Insights Pte Ltd owns all rights, titles and interests in and to the Software including without limitation all intellectual property rights, and such rights are protected by Singapore intellectual property laws.
  • 6.2 Scale Insights Pte Ltd retains all rights, titles and interests in and to the Software and/or Service as well as modifications and/or enhancements, regardless of whether you have provided inspiration or input regarding such events.
  • 6.3 We have no rights or interests in your personally identifiable information.

7. Employee Responsibility; Illicit Use of the Service

  • 7.1 You accept that Scale Insights Pte Ltd does not exercise any control over your specific HR practices or decisions related to employment, promotion, compensation or termination. You assume full responsibility for all decisions made with respect to your use of the Software and/or Service and agree to use such Software and/or Service at your own risk.
  • 7.2 It is your sole responsibility to monitor your company’s compliance with all applicable laws when using our Software and/or Service.
  • 7.3 Uploaded content and information must be consistent with your applicable laws. Any and all uploads that may cause harm to our interests or public image are not permitted. This especially applies to the following:
     ● uploading content in contravention to any applicable data protection, criminal, and copyright laws as well as personality and commercial protection rights;
     ● uploading content of any defamatory, harassing, fraudulent, libelous, obscene, virus containing, unconstitutional, sexist, racist, or pornographic nature.
  • 7.4 In the event that an obligation of this agreement is violated we have the right to restrict access to our Software and/or Service until the customer ceases the violation and remedies any relevant consequences.
  • 7.5 You will be held responsible for the actions of your employees using our Service. You shall indemnify us from any and all claims asserted by other users, other customers or other third parties on account of illicit use of the Service by you or any of your employees.
  • 7.6 In the event of any preclusion, termination rights and claims for damages shall not be affected.

8. Liability Limitation

  • 8.1 In no event will Scale Insights Pte Ltd be liable for any consequential damages, including any loss of profit, lost savings, or incidental or consequential damages arising out of the use or inability to utilize the service provided.
  • 8.2 In the unlikely situation of a data breach as per 3.3 and the customer decides to discontinue the service, Scale Insights would on a case-by-case basis (on the sole discretion of Scale Insights) refund the unused portion of the subscription. Upon refund, the customer database would be marked for deletion.

9. Miscellaneous

  • 9.1 Neither Party will assign its rights or obligations under these TOS without prior written consent of the other Party. Any such assignment shall render this agreement null and void.
  • 9.2 Any disputes that the parties cannot amicably resolve shall be settled by the jurisdiction of the courts of Singapore.
  • 9.3 If any provision of this TOS shall be entirely or partly invalid or unenforceable, this shall not affect the validity and enforceability of all other provisions of this agreement. The invalid or unenforceable provision shall be replaced with the relevant valid and enforceable provision that as closely as possible reflects the economic intention that the Parties pursued with the invalid or unenforceable provision.
  • 9.4 These TOS comprise the entire agreement between us with respect to the Software and/or Service and supersede all prior representations, agreements and understandings, written or oral.