Terms of Use

Introduction

Thanks for using Advia services which are branded as “Advia” (“Advia Services”).

These terms of use contain the terms under which Advia, and its affiliates provide their services to you and describe how the services may be accessed and used. These terms do not apply to Advia Services which are available solely through our sales channel.

You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.

If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.

1. Fees and Payments

1.1. Fees for Services.

You agree to pay to Advia any fees for each service you purchase or use, in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify Advia of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

1.2. Taxes.

Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.

If you are required by law to withhold any Taxes from your payments to Advia, you must provide Adviawith an official tax receipt or other appropriate documentation to support such payments.

1.3. Price Changes.

Advia may change the fees charged for the services at any time, provided that, for services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Advia will provide you with advance notice of any change in fees.

1.4. Overage Fees.

Unless otherwise stated, any overage fees incurred by you will be billed in arrears. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Service being limited, suspended or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.

2. Privacy

2.1. Privacy.

In the course of using the services, you may submit content to Advia (including your personal data and the personal data of others) or third parties may submit content to you through the services (all of the above will be referred to as your “Content”). We know that by giving us your Content, you are trusting us to treat it appropriately. Advia Privacy Policy, together with any Service-specific privacy notices or statements (collectively, “Advia privacy policies”), detail how we treat your Content and we agree to adhere to those Advia privacy policies. You, in turn, agree that Advia may use and share your Content in accordance with the Advia privacy policies and applicable data protection laws.

2.2. Confidentiality.

Advia will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the Advia privacy policies). However, your Content is not regarded as confidential information if such Content:
(a) is or becomes public (other than through a breach of these Terms by Advia);
(b) was lawfully known to Advia before receiving it from you;
(c) is received by Advia from a third party without the knowledge of the breach of any obligation owed to you;
(d) is shared in the context of your account being migrated to an organization’s Enterprise account, if your account is registered using a work email address within that organization; or
(e) was independently developed by Advia without reference to your Content. Advia may disclose your Content when required by law or legal process, but only after Advia, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.

2.3. Security

Advia will store and process your Content in a manner consistent with industry security standards. Advia has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your content.

If Advia becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data related to your account (“Security Incident”), Advia will take reasonable steps to notify you without undue delay, but in any event within 72 hours of becoming aware of the Security Incident. Advia will also reasonably cooperate with you with respect to any investigations relating to a Security Incident with preparing any required notices and provide any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by Advia.

3. Your Content

3.1. You Retain Ownership of Your Content.

You retain ownership of all your intellectual property rights in your content. Advia does not claim ownership over any of your Content. These terms do not grant us any licenses or rights to your content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.

3.2. Limited License to Your Content.

You grant Advia a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your content, but only for the limited purposes of providing the services to you and as otherwise permitted by the Advia privacy policies. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of Advia’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide Advia with feedback about the Services, we may use your feedback without any obligation to you.

3.3. Customer Lists.

Advia may identify you (by name and logo) as a Advia Services customer on Advia’s website and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.

3.5. Intellectual property claims.

Advia respects the intellectual property rights of others, and we expect our users to do the same. If you believe a Advia user is infringing upon your intellectual property rights, you may inform us through our customer support team. Claims of copyright infringement should follow the process outlined in these Terms, or any equivalent process available under local law.

4. Advia Intellectual Property

4.1. Advia intellectual property

Neither these Terms nor your use of the Services grants you ownership in the services or the content you access through the Services (other than your Content). Except as permitted by Advia’s Brand and Trademark Use Policy, these Terms do not grant you any right to use Advia’s trademarks or other brand elements.

5. User Content

5.1. User Content

The services display content provided by others that are not owned by Advia. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own content and you must ensure that you have all the rights and permissions needed to use that content in connection with the services. Advia is not responsible for any actions you take with respect to your content, including sharing it publicly. Please do not use content from the services unless you have first obtained the permission of its owner or are otherwise authorized by law to do so.

5.2. Content Review

You acknowledge that, in order to ensure compliance with legal obligations, Advia may be required to review certain content submitted to the services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Advia otherwise has no obligation to monitor or review any content submitted to the Services.

5.3. Third Party Resources.

Advia may publish links in its Services to internet websites maintained by third parties. Advia does not represent that it has reviewed such third-party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.

6. Account Management

6.1. Keep Your Password Secure.

If you have been issued an account by Advia in connection with your use of the services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Advia, are responsible for any activity occurring in your account (other than activity that Advia is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Advia immediately. Accounts may not be shared and may only be used by one individual per account.

6.2. Keep Your Details Accurate.

Advia occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.

6.3. Remember to Backup.

You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Advia will not be liable for any failure to store, or for loss or corruption of, your Content.

6.4. Account Inactivity.

Advia may terminate your account and delete any Content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.

6.5. Customer Success.

Advia may assign you a Customer Success Manager (“CSM”). The CSM may review your use of the services to help you to more effectively use the Services, including by providing reporting and usage insight.

7. User Requirements

7.1. Legal Status.

If you are an individual, you may only use the Services if you have the power to form a contract with Advia. If you do not have the power to form a contract, you may not use the Services. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.

7.2. Minors.

“Minors” are individuals under the age of 18 (or a higher age as provided in certain countries and territories). None of the Services are intended for use by Minors. If you are a Minor in your place of residence, you may not use the Services. By using the Services, you represent and warrant that you are not a Minor.

7.3. Embargoes.

You may only use the Services if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by United States or other applicable law from receiving the Services, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted to purchase any paid Services from Advia. You will ensure that:
(a) your end users do not use the Services in violation of any export restriction or embargo by the United States; and
(b) you do not provide access to the Services to persons or entities on any of the above lists.

8. Acceptable Uses

8.1. Legal Compliance.

You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.

8.2. Your Responsibilities.

You are responsible for your conduct, content, and communications with others while using the Services. You must comply with the following requirements when using the Services:

(a) You may not misuse our services by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions that we provide.

(b) You may not circumvent or attempt to circumvent any limitations that Advia imposes on your account (such as by opening a new account to conduct a survey that we have closed for a Terms violation).

(c) Unless authorized by Advia in writing, you may not probe, scan, or test the vulnerability of any Advia system or network.

(d) Unless authorized by Advia in writing, you may not use any manual or automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.

(e) Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.

(f) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.

(g) You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Advia will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Advia.

(h) You may not use the Services to infringe the intellectual property rights of others or to commit an unlawful activity.

(i) Unless authorized by Advia in writing, you may not resell or lease the Services.

(j) If your use of the services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Advia has agreed with you otherwise. You may not use the Services in a way that would subject Advia to those industry-specific regulations without obtaining Advia’s prior written agreement.

(k) You may not register accounts by “bots” or other automated methods.

(l) Your Content and use of the Services may not violate our Content Policy.

9. PCI Compliance

9.1. PCI Standards.

If you use the Services to accept payment card transactions, you must comply with the Payment Card Industry Data Security Standards (PCI-DSS) to the extent they are applicable to your business (the “PCI Standards”). Advia provides tools to simplify your compliance with the PCI Standards, but you must ensure that your business is compliant and the specific steps you will need to take to comply with the PCI Standards will depend on your implementation of the Services.

9.2. Cardholder Data.

Advia is responsible for the security of Cardholder Data that is collected, transmitted, stored, or processed by us on your behalf. “Cardholder Data” is defined as a cardholder’s primary account number, and where a full unmasked card number is present, any of the cardholder name, expiration date, and/or service code. Advia has developed strict security features to protect Cardholder Data, and as such this data may only be used in anticipated ways and stored in appropriate places. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM COLLECTING OR ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN THE SERVICES, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e. where Advia explicitly enables such data to be entered into such fields). Appropriate fields are clearly marked with labels such as ‘Card number’ or by having a credit card icon precede them. Similarly, excluding payment forms, you must never collect or enter any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2) into any fields in the Services. You assume all responsibility for any Cardholder Data entered into the Services in violation of these terms.

10. Suspension and Termination of Services

10.1. Further Measures.

If Advia stops providing the Services to you because you repeatedly or egregiously breach these Terms, Advia may take measures to prevent the further use of the Services by you, including blocking your IP address.

11. Changes and Updates

11.1. Changes to Terms.

Advia may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services and to account for new Services or functionality. The most current version will always be posted on the Advia website. If an amendment is a material, as determined in Advia’s sole discretion, Advia will notify you by email. Notice of amendments may also be posted to Advia’s blog or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. For certain changes to become effective, applicable law may require Advia to obtain your consent to such changes or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.

11.2. Changes to Services.

Advia constantly changes and improves Services. Advia may add, alter, or remove functionality from a Service at any time without prior notice. Advia may also limit, suspend, or discontinue a Service at its discretion. If Advia discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. Advia may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.

11.3. Downgrades.

Downgrading your account plan may cause the loss of content, features, functionality, or capacity of your account.

12. Disclaimers and Limitations of Liability

12.1. Disclaimers.

While it is in Advia’s interest to provide you with a great experience when using the services, there are certain things we do not promise about them. We try to keep our online services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND Advia DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.

12.2. Exclusion of Certain Liability.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, Advia, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF Advia HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.3. Limitation of Liability.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF Advia, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO Advia FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US$200.00.

12.4. Consumers.

We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.

12.5. Indemnification.

If you are a business, you will indemnify and hold harmless Advia and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) (“Indemnification Amounts”) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these terms, to the extent that such liabilities, damages and costs were caused by you or your end users.

If you are any kind of user, you will indemnify and hold Indemnified entities harmless from any Indemnification Amounts arising out of a breach of your obligation in Section 1.3 to ensure your tax exemption certificate, if any, accurately reflects your current tax status.

13. Contracting Entity

13.1. Who you are contracting with

Unless otherwise specified in relation to a particular service, the Services are provided by, and you are contracting with, PT ADVISIA ANUGRAH ABADI.

13.2. Neurosensum International Pte Ltd.

For any Service provided by PT ADVISIA ANUGRAH ABADI., the following provisions will apply to any terms governing that Service:

• Contracting Entity. References to “Advia”, “we”, “us”, and “our” are references to PT ADVISIA ANUGRAH ABADI, located at Indonesia and Singapore

• Governing Law. Those terms are governed by the laws of Indonesia and Singapore

• Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in Indonesia and Singapore.

13.3. PT ADVISIA ANUGRAH ABADI.

For any Service provided by PT ADVISIA ANUGRAH ABADI, the following provisions will apply to any terms governing that Service:

• Contracting Entity. References to “Advia”, “we”, “us”, and “our” are references to PT ADVISIA ANUGRAH ABADI, located at Jakarta, Indonesia.

• Governing Law. Those terms are governed by the laws of India (without regard to its conflicts of laws provisions).

• Except if prohibited by applicable law, in relation to any legal action or proceedings to enforce those terms or arising out of or in connection with those terms, each party irrevocably submits to the exclusive jurisdiction of the courts of Faridabad.

14. Other Terms

14.1. Assignment.

You may not assign these terms without Advia’s prior written consent, which may be withheld in Advia’s sole discretion. Advia may assign these terms at any time without notice to you.

14.2. Entire Agreement.

These Terms (including the Additional Terms) constitute the entire agreement between you and Advia, and they supersede any other prior or contemporaneous agreements, terms, and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.

14.3. Independent Contractors.

The relationship between you and Advia is that of independent contractors, and not legal partners, employees, or agents of each other.

14.4. Interpretation.

The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.

14.5. No Waiver.

A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

14.6. Precedence.

To the extent any conflict exists, the Additional Terms prevail over these terms with respect to the Services to which the Additional Terms apply.

14.7. Severability.

If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of terms will remain in full effect.

14.8. Third Party Beneficiaries.

There are no third-party beneficiaries to these Terms.

14.9. Survival.

The following sections will survive the termination of these Terms: 1, 2, 3.2, 10, 12, 13, 14, 15, 16, and 17.

15. Terms for Certain Customers and Countries

15.1. Language.

These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.

15.2. Customer-Specific Terms.

The following amendments automatically apply to you upon acceptance of these Terms if you are one of the types of entities identified below:

• If you are an Indonesian Government Agency and Singapore Government Agency, this Amendment applies to you.