Terms of Service

These Terms of Service for Business (“Terms”) are a binding legal agreement between you (“you” or “Company”) and FulyX (“we”, “our” or “FulyX”). These Terms govern your use of the FulyX advertising exchange platform and related services (the “Service”). FulyX advertising exchange platform is operated by HUNGRY TECHNOLOGY PTE. LTD.

You may only use the Service as a business entity, not in an individual’s personal capacity. You represent that you have the authority to bind the entity on whose behalf you are using the Service.

• “Advertisement” or “Ad” means digital advertising creative, including text, graphic images, rich media, video, audio and/or other advertising materials.
• “Buyer(s)” means the ad buyers, agencies, demand side platforms or other parties who buy or attempt to buy Inventory through the Service(s) for the placement of Ads.
• “Inventory” means the digital media inventory available through FulyX.
• “Bid Request” means an ad call sent by FulyX for its available Inventory.
• “Bidding Platform” means your proprietary real-time bidding service that enables the purchase, in real-time, of Inventory for the purpose of displaying Ads.
• “Applicable Law(s)” means all applicable laws, rules, regulations, governmental permits, or other binding determinations of any governmental authorities or other authorities having force of law (including but not limited to courts).

FulyX will make the Service available to Company as described in these Terms and subject to the applicable Terms then in effect and made available on the Platform. These Terms govern Company’s use of the Service both for itself and on behalf of any of its clients.

As between FulyX and Company, FulyX owns all right, title, and interest in and to the Service, including all future developments, enhancements, and related technologies. Except as expressly granted in these Terms, FulyX grants Company no license, express or implied, and reserves all rights not expressly granted, including the right to continually evolve the Service and all related technologies. Company will not reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile, or disassemble the Service or any portion thereof. Under no circumstances may Company use the Service for benchmarking, gathering data on the performance of the Service or FulyX systems, or competitive intelligence.

FulyX’s collection, use, and disclosure of personal data in connection with the Service is governed by the FulyX Privacy Policy, as updated from time to time.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. FulyX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATED TO THE SERVICES, WHETHER IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. FulyX RESERVES THE RIGHT TO MODIFY, SUSPEND OR DISCONTINUE ANY ASPECT OF THE SERVICES AT ANY TIME, AND WILL NOT BE LIABLE TO THE COMPANY OR ANY THIRD PARTY SHOULD IT EXERCISE SUCH RIGHT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FulyX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE, AND SHALL NOT BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE INTERNET, ANY TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES RELATING TO LOST BUSINESS, GOODWILL, DATA AND/OR PROFITS, ARISING FROM OR RELATING TO THESE TERMS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF REVENUE ACTUALLY RETAINED BY THE LIABLE PARTY UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE CIRCUMSTANCES THAT GAVE RISE TO THE CLAIM AT ISSUE. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS AMOUNT. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Company agrees to defend, indemnify, and hold harmless FulyX and its Affiliates from and against any third-party claim, action, proceeding, liability, loss, damage, cost, or expense, including reasonable attorneys’ fees, experts’ fees, and court costs, arising out of or based on: (i) Company Data; (ii) Company’s unauthorized use of the Service; (iii) Company’s breach of any covenant, representation, or warranty under these Terms; (iv) Company’s breach of the DPA; and (v) Company’s negligence, willful misconduct, or fraudulent acts or omissions.

FulyX agrees to defend, indemnify, and hold harmless Company and its Affiliates from and against any third-party claim, action, proceeding, liability, loss, damage, cost, or expense, including reasonable attorneys’ fees, experts’ fees, and court costs, arising out of or based on: (i) FulyX’s breach of any covenant, representation, or warranty under these Terms; and (ii) FulyX’s negligence, willful misconduct, or fraudulent acts or omissions.

Each party (the “Receiving Party”) will protect information that the other party (the “Disclosing Party”) discloses to it, including technical or financial information relating to the Disclosing Party (collectively, “Confidential Information”). The Receiving Party will take reasonable precautions to protect Confidential Information and will not use or disclose it except as permitted under these Terms. Confidential Information does not include information that: (i) is or becomes generally available to the public; (ii) was disclosed to the Receiving Party without restriction by a third party; (iii) was independently developed without use of any Confidential Information of the Disclosing Party; or (iv) is required to be disclosed by law.

We may modify these Terms from time to time. If the changes we make are material, we will use reasonable efforts to notify you. However, you are advised to review these Terms from time to time to ensure that you are aware of any of the changes. If you do not agree to a material change, you may reject it by discontinuing use of the Service before the change takes effect; your continued use after that date constitutes acceptance.

The Service may be governed in whole or in part by additional written agreements and policies, including without limitation a Master Services Agreement (MSA), an Insertion Order (IO), a Data Processing Agreement (DPA), and the applicable Supply Policy or Demand Policy (each, a “Supplemental Term”).

In the event of a conflict among the documents governing the Service, the following order of precedence applies, with a document listed higher controlling over any document listed lower: (1) a fully-executed MSA, IO or DPA; (2) the applicable Supply/Demand Policy as then in effect and made available on the Platform; (3) these Terms. Acceptance of these Terms does not amend, supersede, or override any written agreement separately executed by the parties.

Governing Law. These Terms will be governed by and construed in accordance with Singapore law, without regard to conflict of law principles. All disputes arising from or related to these Terms, including its interpretation or enforcement, will be resolved by arbitration in English in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force at the commencement of the arbitration. The parties agree that the place of the arbitration shall be Singapore.

Entire Agreement. These Terms constitutes the entire agreement between the parties, superseding all other oral or written agreements previously existing between you and FulyX with respect to the subject matter hereof. Neither party enters these Terms based on any representation not contained herein.

Assignment. These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by FulyX without restriction. Any assignment attempted to be made in violation of these Terms shall be null and void.

Severability. If any provision of these Terms is found invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be amended to achieve as nearly as possible the original intentions of the Parties, and the remainder of these Terms shall remain in full force and effect.

Waiver. No failure or delay by either Party in exercising any right or remedy under these Terms shall operate or be deemed as a waiver of any such right or remedy.