These Terms of Service (the "Terms") form a binding agreement between Indexed AI Co., Ltd. ("Indexed", "we", "us", "our"), and the business entity that signs up for the Service ("Client", "you", "your").
By clicking the acceptance checkbox at signup or checkout, completing the Stripe checkout, or otherwise using the Service, you confirm that (a) you are at least 18 years of age, (b) you have authority to bind the Client to these Terms, and (c) you have read and agree to be bound by these Terms in full.
If you do not agree to these Terms, do not use the Service.
1. Definitions
- Service — the Indexed offering described in Section 2, including the Free Scan, the Foundation plan (previously Basic; website build, launch, hosting and domain), Search team, Demand Generation, Business Operations, Customer Acquisition, Rumi, and the client portal.
- Free Scan — the free AI-readiness scan of the public business links you provide, and the report it produces.
- Plan — the Foundation plan, the Search plan (previously Pro), the Marketing plan (previously Max) or the Full team plan (previously Ultra), or the build-your-own combination of services, that the Client chooses under Section 4.1. Each plan adds a team: Foundation is the website, Search adds the Search team, Marketing adds the Marketing team (Demand Generation), and Full team adds the Operations team (Business Operations) and the Ads team (Customer Acquisition). All four teams are available now.
- Foundation plan — the plan under which Indexed builds, launches and hosts the Deployed Site, as described in Section 2(b), billed monthly or yearly.
- Search team — the ongoing service described in Section 2(d), included in the Search, Marketing and Full team plans and available as an added service.
- Subscription — the Client's Plan, including the Foundation plan and any service the Client has added to it.
- Rumi — Indexed's AI business assistant, available in the client portal and, where enabled for your business, on Telegram, as described in Section 2(e).
- Agents — the AI systems we operate to deliver the Service, including Rumi and the automated systems that build, check, publish and monitor the Deployed Site.
- Client Content — all data, text, images, brand assets, business information, and other materials that you submit to us or that we collect from you under Section 7.
- Customer Data — personal information of your end-customers that flows through your Indexed-deployed site (e.g. contact form submissions).
- Deployed Site — the production website built and hosted by Indexed for the Client.
- Preview — the staging version of the website provided for Client review before it is published to your own domain.
- Confirmation — your express, recorded approval of the Preview, which triggers production deploy under Section 5.
2. The Service
Indexed helps your business become easier for customers, search and AI systems to understand. The Service consists of:
(a) Free Scan: a free AI-readiness scan of the public business link you provide (such as an Instagram, TikTok or Facebook page or an existing website), showing what can be understood about your business and what information may be missing or unclear. No payment card is required. Running a scan creates a client portal account. The Free Scan creates no obligation to buy anything;
(b) Free website and Foundation plan: Indexed builds your complete website from public business information and the Client Content you provide or confirm, and hosts it free at yourname.sites.beindexed.ai with no plan needed. The free website has no custom domain, no service-level commitment and no refund entitlement, and we may take it down or limit it if the Acceptable Use Policy is breached. The Foundation plan puts that website on your own domain, with a domain (Section 6), hosting and SSL for each paid period. Where you want to review changes before the website goes onto your own domain, Indexed shows them to you as a Preview and publishes the version you approve as the Deployed Site. The website starts as a one-page site and may be developed into further pages after launch by request through the client portal. It may include up to 30 minutes of video in total across all videos. Booking and payment tools from third-party providers may be embedded where the provider supports embedding; the Foundation plan does not include a complete online shop, course platform or membership system;
(c) Hosting: the Deployed Site is hosted on Cloudflare infrastructure, with TLS and CDN;
(d) Search team: an ongoing service, included in the Search, Marketing and Full team plans and available as an added service, which helps you understand how AI systems describe your business and what information needs attention. It includes weekly AI-search checks and AI visibility reporting on what needs attention (a progress report every week while your paid Search team is active), proposed website updates for SEO, AEO and GEO prepared with Rumi for your approval, and reasonable edit requests under Section 11. The Search team is not required for your website;
(e) Rumi: Indexed's AI business assistant. You can talk to Rumi in the client portal, including by sending photos, documents and voice messages, and, where Rumi on Telegram is enabled for your business, on Telegram after an owner or manager links a Telegram account in the client portal. Without the Search, Marketing or Full team plan or an added service, Rumi is available within a limited free monthly allowance, as shown in the client portal. Full Rumi access with an Indexed subscription, subject to platform safety limits. At present, full access is available on the Search, Marketing and Full team plans and with any service added to a plan you build yourself; the Foundation plan alone has the free allowance. Rumi prepares work for your review; it does not publish changes, send messages or carry out work that requires your approval without that approval;
(f) Demand Generation (Marketing team; Marketing and Full team plans): campaigns prepared for your business, with images, posters and a short video. You review each campaign before anything posts, and nothing is posted without your approval;
(g) Business Operations (Operations team; Full team plan): tools for your sales, team and customer records, including POS and HR, with Rumi built in. The Full team plan covers one location; the applicable extra-location price is listed in the catalogue and confirmed before payment;
(h) Customer Acquisition (Ads team; Full team plan): Indexed watches your advertising accounts and recommends changes. You pay ad spend directly to the advertising platform; ad spend is not part of any Indexed fee. Our fee covers watching the accounts and recommending changes, and your budget stays in your control;
(i) Client portal: the account through which you review Previews and proposals, give approvals, request edits, choose and manage your domain, and manage billing. Staff or family members may be given their own logins; account permissions, including who can approve work, are configured in the client portal.
Demand Generation, Business Operations and Customer Acquisition form part of your Service only where your Plan includes them or you have added them as a build-your-own service under Section 4.1.
Custom Deployment work is not governed by these Terms and requires a separate Master Services Agreement.
3. Acceptance and Authority
These Terms are accepted by clickwrap: a deliberate, affirmative checkbox at signup or checkout recording the acceptance event, your IP address, user agent, and timestamp. That record is the conclusive evidence of acceptance.
You represent and warrant that:
(a) The Client is a duly registered business entity (or recognised sole proprietorship) with capacity to enter into binding contracts;
(b) The individual accepting these Terms is duly authorised to bind the Client; and
(c) All information provided at signup is accurate, current, and complete.
4. Fees and Payment
4.1 Fees
- Plans: each plan includes everything in the plan before it. You may choose monthly or yearly billing. The current plan catalogue shows Foundation, Search, Marketing and Full team prices; yearly prices are shown per month and billed once a year. The exact price, currency and cadence are confirmed before payment.
- Additional services: review the currently available services and their applicable prices in the catalogue and the client portal. Your Search team is included in Search and higher plans; Foundation covers your website.
Only the services you explicitly choose and pay for are activated. You receive the selected payment and renewal terms before subscribing.
All fees are exclusive of any taxes, duties, levies, or withholdings that may be imposed on the Service in your jurisdiction, all of which are your responsibility.
4.2 Payment processor
All payments are processed by Stripe. By providing payment details at checkout, you authorise Stripe to charge the fee for the Plan you chose immediately and to store your card for its renewal. Only the plan and services you explicitly select are charged, on the payment and renewal schedule shown before checkout.
4.3 Auto-renewal and cancellation
Your Plan, and any service you have added to it, renews monthly or yearly according to your billing choice, at the applicable then-current fee, until you cancel. You may change your Plan from your account: move to a bigger plan, or add or remove a service. You may cancel at any time through the client portal or by emailing hello@beindexed.ai — no notice period is required and no further fee for the cancelled plan or service will be charged after cancellation takes effect at the end of its current paid period, except that cancelling a yearly plan ends that plan immediately with a pro-rated refund under the Refund Policy. No further notice is required for renewal at the existing fee.
4.4 Price changes
We may increase an applicable recurring fee on no less than 30 days' written notice to you (by email to the address on file or by notice in the client portal). If you do not cancel before the new fee takes effect, the new fee applies to the next renewal for that service. A price change does not apply retroactively to a paid period.
4.5 Failed payment
If a renewal charge fails, we retry it twice (the same day and the next day). If it still fails, your team is paused until payment succeeds. Nothing else is charged, and you can update your card in the client portal at any time.
4.6 Currency
All fees are quoted in United States Dollars (USD). Where regional checkout is enabled, fees may instead be quoted and charged in Singapore Dollars, Australian Dollars, Pounds Sterling or Euros at the price shown at checkout. Refunds are made in the currency in which the fee was charged. A refund of a fee charged in a currency other than USD is checked by our team before it is sent.
5. Confirmation Triggers Production Deploy
Confirmation of the Preview by the Client is the trigger for production deploy and constitutes the Client's express authorisation for Indexed to:
(a) Deploy the Site to a production URL;
(b) Configure DNS and attach a custom domain where the Client selected and supplied a supported domain option;
(c) Register the Client's selected domain on the Client's behalf through a third-party registrar and manage it while the Subscription is active; and
(d) If the Client's Plan includes the Search team or the Client separately opted in to it, start that service once the Site is live. Search-team access follows the paid plan and service terms accepted at checkout.
The Client is responsible for reviewing the Preview before Confirmation and warrants that any Confirmation it sends is intentional.
Confirmation does not affect the yearly Foundation delivery-or-refund guarantee in Section 1 of the Refund Policy, which takes precedence for eligible yearly Foundation payments only.
6. Domain Management and Transfer
Indexed includes hosting on a production URL. Custom-domain setup is available where the Client supplies, selects, or separately approves a supported domain option.
(a) Client-owned domains: If the Client owns the domain, the Client remains responsible for registrar ownership, renewal, and registrar fees. Indexed may assist with DNS configuration while the Subscription is active. Where the Client asks Indexed to move an existing domain to the Deployed Site, this is arranged on the Client's request and with the Client's approval, by emailing hello@beindexed.ai. The Client remains responsible for migrating any existing content it wishes to keep, redirects from old pages, and the continuity of any email service on that domain.
(b) Domains Indexed registers for the Client: Before checkout, Indexed presents domain options for the Client to choose from; the Client may instead launch on an Indexed-provided default address with no custom domain. If Indexed registers a domain for the Client, Indexed AI Co., Ltd. holds the registration as registrant on the Client's behalf and manages it, and the Client is the beneficial owner of the domain. Indexed manages it, including DNS and renewal, while the Subscription remains in good standing; the domain's registration and renewal fees are included in the Foundation plan fee (an "Indexed-managed domain").
(c) While the Subscription is active: Indexed will not repoint, park, sell, or otherwise transfer an Indexed-managed domain to any third party while the Subscription is in good standing.
(d) After cancellation — holding window: For any Indexed-managed domain, Indexed will hold and renew the domain for a period of twelve (12) months from the last date on which the Subscription was active (the "Holding Window"). During the Holding Window the domain will be parked and will not be sold or assigned to any third party.
(e) Free transfer on request: The Client may take the domain with them. At any time while the Subscription is active or during the Holding Window, the Client may request a transfer of an Indexed-managed domain to a registrar account of the Client's choosing by emailing hello@beindexed.ai. Indexed transfers the domain to the Client's chosen registrar at no additional charge. New registrations are subject to a 60-day transfer restriction. A transfer can start once the domain is more than 60 days old and any other registrar or registry transfer restrictions have ended. A recent transfer or change of registrant information may also delay eligibility. When the Client emails a valid request, Indexed unlocks the domain and sends the Client the authorization code; the Client then starts the transfer at the receiving registrar and approves it. The Client should have their own DNS and email arrangements ready before the transfer. Indexed will send the authorization code within ten (10) business days of the later of receiving a valid transfer request and the domain becoming eligible for transfer. The Client is responsible for any fees charged by the receiving registrar.
(f) After the Holding Window: If the Client has not requested a transfer before the end of the twelve-month Holding Window, Indexed may stop renewing the domain, and the registration may lapse at the end of its current term. Indexed will not sell or re-use the Client's domain.
(g) Pricing copy: References on the Indexed website to custom-domain setup describe the assisted or managed-domain options in this Section 6, not a guarantee that Indexed will automatically purchase a domain in every case.
7. Client Content
7.1 Ownership
The Client retains all right, title, and interest in and to Client Content. By submitting Client Content, you grant Indexed a worldwide, non-exclusive, royalty-free, sub-licensable licence to host, reproduce, adapt, display, translate, modify (for the purpose of fitting our templates), and otherwise process Client Content as reasonably necessary to deliver the Service.
Only submit photos and other materials that you own or have permission to use. A photo being publicly visible does not by itself mean it can be reused.
7.2 Warranties
You warrant that:
(a) You own or have all necessary rights, licences, consents, and permissions to submit Client Content and to grant the licence in Section 7.1;
(b) Client Content does not and will not infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other rights of any third party;
(c) Client Content does not violate any applicable law; and
(d) Any business information, claims, prices, or representations in Client Content are accurate and not misleading.
7.3 Removal
We may remove or refuse to display Client Content that we reasonably believe breaches Section 7.2 or our Acceptable Use Policy, with notice where practicable.
8. Indexed IP — Our Materials
All right, title, and interest in and to the following, including all intellectual property rights, are and remain the exclusive property of Indexed:
(a) The design systems, page modules, design tokens, underlying templates, and the code and files that make up the Deployed Site, other than Client Content;
(b) The Agents and the prompts, workflows, training data, and orchestration logic that drive them;
(c) The Free Scan, visibility report, and Search team report formats, methodology, and reporting templates;
(d) The Indexed brand, the beindexed.ai domain, the wordmark "Indexed*", and any related marks;
(e) All improvements, derivative works, and Service-aggregated metrics derived from operating the Service across the Indexed customer base, provided no Client Content of one customer is exposed to another.
On request after cancellation, the Client will receive a copy of the Client Content it supplied (text and images). The site code, templates, and the Free Scan and report formats remain Indexed's property under this Section 8.
8.1 Wordmark generated for Client
Where Indexed generates a custom wordmark or visual brand asset for the Client as part of the Service ("Generated Brand Asset"), the Client receives a non-exclusive, worldwide, royalty-free licence to use that Generated Brand Asset on the Deployed Site and on the Client's other marketing materials for the duration of the Subscription.
On termination of the Subscription, the Generated Brand Asset licence converts to a perpetual, non-exclusive, royalty-free licence to continue using the asset on materials that exist as at the date of termination, provided that:
(a) The Client has paid all amounts owing to Indexed; and
(b) The Client does not modify, sublicense, or use the Generated Brand Asset on new materials produced after termination.
Indexed retains ownership of the Generated Brand Asset and the right to incorporate it into Indexed's portfolio and case studies.
8.2 Feedback
If the Client provides any suggestions, ideas, or feedback regarding the Service ("Feedback"), Indexed may use the Feedback without restriction or compensation and shall own all resulting improvements.
9. AI-Generated Content
The Service is delivered largely by AI Agents, including Rumi. The Client acknowledges and agrees that:
(a) AI Agents may produce errors, omissions, or content that is not factually accurate;
(b) Indexed runs automated quality checks on the website before the Preview and before launch, but does not human-verify every piece of generated content, and Rumi's answers, reports and proposals may be incomplete or wrong;
(c) By Confirming, the Client accepts the Preview as the final form of the Site for production deploy; and
(d) The Client is solely responsible for the accuracy of business information (hours, address, menu, prices, service descriptions) appearing on the Deployed Site and must request edits through the client portal to correct any inaccuracies; and
(e) Work that requires the Client's approval does not move forward without it. Silence is not approval.
Indexed makes no warranty that any AI system (including ChatGPT, Claude, Gemini, Perplexity, or any other) will cite, rank, surface, or otherwise feature the Deployed Site. The Service builds an evidence layer for AI visibility; it does not control how third-party AI systems respond.
10. Service Availability
Indexed aims for high availability through Cloudflare infrastructure but does not warrant uninterrupted or error-free operation of the Service. Cloudflare's own service availability terms apply at the infrastructure layer.
Scheduled maintenance and feature updates may be performed without advance notice. We will give reasonable notice for any change that materially reduces functionality.
No service-level credits or guarantees are offered with the standard Service. Any service credit issued at our discretion is the Client's sole and exclusive remedy for unavailability.
11. Edit Requests — Fair Use
Edit requests are made through Rumi in the client portal. Indexed prepares the change, and the Client reviews and approves it before it goes live. Edit requests are subject to fair use, defined as:
(a) Reasonable edits within the Client's plan, with no fixed number, each consisting of textual or asset changes to existing pages;
(b) Edits that do not require structural redesign, new pages beyond those agreed, or custom code.
Requests beyond fair use may be deferred, declined, or quoted as paid work at our prevailing rates. Repeated abuse of edit-request volume is a material breach of these Terms.
12. Acceptable Use
Use of the Service is subject to our Acceptable Use Policy, incorporated by reference into these Terms. Material breach of the Acceptable Use Policy is a material breach of these Terms.
13. Term, Cancellation, and Termination
13.1 Term
These Terms commence on Acceptance and continue until terminated under this Section 13.
13.2 Cancellation by Client
The Client may cancel its Plan, or any service added to it, at any time through the client portal or by emailing hello@beindexed.ai. No notice period is required. Cancellation takes effect at the end of the applicable current paid period. No further fee for the cancelled plan or service will be charged after that date. A yearly plan instead ends on cancellation, and the unused portion of its current paid year is refunded pro rata under the Refund Policy. If the Client cancels only the services of a higher plan and keeps the Foundation plan, the Deployed Site remains live under the Foundation plan.
13.3 Effect of cancellation
On cancellation:
(a) The Deployed Site remains live until the end of the current paid period (for a yearly plan, until the cancellation takes effect under Section 13.2), unless the Client requests immediate termination;
(b) Following the paid period, the Deployed Site is closed and taken offline, including at yourname.sites.beindexed.ai;
(c) An Indexed-managed domain enters the twelve-month Holding Window, and the Client may request a free transfer out under Section 6(d)–(e);
(d) We may retain a copy of Client Content for up to 90 days for restoration purposes and will then delete it, subject to Section 9 (Data Retention) of our Privacy Policy.
13.4 Termination by Indexed
Indexed may suspend or terminate the Subscription, with or without prior notice, for:
(a) Material breach of these Terms (including Sections 7.2, 11, or 12) that is not cured within 14 days of written notice (or that is incapable of cure);
(b) Non-payment under Section 4.5;
(c) Insolvency, bankruptcy, or analogous proceedings affecting the Client;
(d) Indexed's lawful or reasonable discontinuation of the Service, on no less than 30 days' written notice.
13.5 Refund on termination
Refunds on termination are governed by the Refund Policy.
14. Confidentiality
Each party (the "Receiving Party") will hold in confidence and not disclose to any third party any non-public information disclosed to it by the other (the "Disclosing Party"), and will use such information only for the purposes of these Terms. Confidentiality obligations survive termination for three (3) years.
This Section 14 does not apply to information that is (a) publicly available without breach of these Terms, (b) lawfully received from a third party without restriction, (c) independently developed without reference to Disclosing Party's information, or (d) required to be disclosed by law or court order.
15. Indemnification
15.1 Indemnification by Client
The Client will indemnify, defend, and hold harmless Indexed, its affiliates, officers, employees, contractors, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
(a) Client Content, including any claim that Client Content infringes third-party rights or is unlawful;
(b) The Client's breach of these Terms;
(c) The Client's violation of any law or third-party right;
(d) The Client's use of the Deployed Site to operate its business, including in respect of Customer Data.
15.2 Indemnification by Indexed
Indexed will indemnify, defend, and hold harmless the Client from third-party claims that the Service, as delivered by Indexed and used in accordance with these Terms, infringes the intellectual property rights of a third party, subject to the Client (a) promptly notifying Indexed in writing, (b) granting Indexed sole control of the defence and settlement, and (c) providing reasonable cooperation. Indexed's liability under this Section 15.2 is subject to the cap in Section 16.
15.3 Exclusions to Section 15.2
Indexed has no obligation under Section 15.2 for claims arising from (a) Client Content, (b) modifications to the Service not made by Indexed, (c) combination of the Service with third-party products not provided by Indexed, or (d) use of the Service after Indexed has provided a non-infringing alternative.
16. Limitation of Liability
16.1 Exclusion of indirect damages
To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, business opportunity, goodwill, anticipated savings, or data, even if advised of the possibility.
16.2 Liability cap
To the maximum extent permitted by law, the total aggregate liability of Indexed to the Client under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the greater of:
(a) the total fees actually paid by the Client to Indexed in the 12 months preceding the event giving rise to the claim; or
(b) USD 1,000.00.
16.3 Carve-outs
Sections 16.1 and 16.2 do not apply to:
(a) The Client's payment obligations under Section 4;
(b) The Client's indemnification obligations under Section 15.1;
(c) Either party's liability for fraud, fraudulent misrepresentation, willful misconduct, or gross negligence;
(d) Either party's breach of confidentiality under Section 14, in respect of damages directly arising from such breach;
(e) Any liability that cannot be excluded or limited under applicable law.
16.4 Allocation of risk
The Client acknowledges that the fees for the Service reflect the allocation of risk in this Section 16 and that Indexed would not enter into these Terms on different terms.
17. Time Bar on Claims
Any claim by the Client arising out of or related to these Terms or the Service must be brought within twelve (12) months of the event giving rise to the claim, failing which the claim is permanently barred. This Section 17 does not extend any limitation period imposed by mandatory applicable law where the law prohibits its reduction by contract.
18. Anti-Circumvention
The Client will not, and will not permit any third party to:
(a) Reverse engineer, decompile, disassemble, or attempt to derive the source code, prompts, or operational logic of the Agents;
(b) Scrape, crawl, or harvest the Service or Deployed Site for purposes of building or training a competing AI-visibility or website-generation service;
(c) Use the outputs of the Service to train any machine learning model intended to compete with the Service;
(d) Access the Service for the purpose of building a competing product or for the benefit of any competitor.
Breach of this Section 18 is a material breach. Indexed is entitled to seek injunctive relief in any court of competent jurisdiction in addition to all other remedies.
19. Non-Solicitation
For the duration of the Subscription and 12 months thereafter, the Client will not directly or indirectly solicit for employment or engagement any current employee, contractor, or agent of Indexed who has been involved in the delivery of the Service to the Client, except through a public, untargeted hiring channel (e.g. a public job posting that the individual responds to without solicitation).
20. Force Majeure
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil disturbance, pandemic, embargo, government action, internet shutdown, failure of public infrastructure or upstream services (including Cloudflare, Stripe, or any AI provider), or failure of communications networks. The affected party must give prompt notice and use reasonable efforts to mitigate. If a force majeure event continues for more than 60 consecutive days, either party may terminate by written notice without liability.
21. Assignment
The Client may not assign, transfer, or sub-contract these Terms, in whole or in part, without Indexed's prior written consent (not to be unreasonably withheld).
Indexed may assign or transfer these Terms and/or any of its rights or obligations under these Terms without the Client's consent, including to an affiliate or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets, on notice to the Client. References in these Terms to Indexed mean Indexed AI Co., Ltd. and, after any such assignment, its permitted assignee.
22. Notices
All legal notices must be in writing and given by email to:
(a) To Indexed: hello@beindexed.ai
(b) To Client: the primary email address on file in the client portal.
Notices are deemed received on the day of transmission if sent before 17:00 Singapore time on a business day, and otherwise on the next business day.
23. Entire Agreement
These Terms, together with the Privacy Policy, Refund Policy, Acceptable Use Policy, and (where applicable) Data Processing Addendum, constitute the entire agreement between the parties and supersede all prior or contemporaneous representations, communications, proposals, marketing materials, and agreements, whether oral or written, regarding the subject matter.
24. Severability
If any provision of these Terms is held invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving its original intent.
25. No Waiver
No failure or delay by either party in exercising any right or remedy operates as a waiver of that right or remedy. No single or partial exercise precludes any further exercise of the same or any other right or remedy.
26. No Third-Party Beneficiaries
A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of these Terms.
27. Survival
The following Sections survive termination or expiration of these Terms: 6 (Domain Management and Transfer), 7.2 (Client warranties), 8 (Indexed IP), 13.3 (Effect of cancellation), 14 (Confidentiality), 15 (Indemnification), 16 (Limitation of Liability), 17 (Time Bar), 18 (Anti-Circumvention), 19 (Non-Solicitation), 22 (Notices), 23 (Entire Agreement), 24 (Severability), 28 (Governing Law), 29 (Dispute Resolution), 30 (Language), and 31 (Class Action Waiver).
28. Governing Law
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
29. Dispute Resolution
29.1 Good faith negotiation
The parties will attempt in good faith to resolve any dispute arising out of or in connection with these Terms by negotiation between authorised representatives for a period of not less than 30 days before commencing formal proceedings.
29.2 Arbitration
Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, that is not resolved under Section 29.1 will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre in force at the time of commencement, which rules are deemed incorporated by reference into this clause.
- Seat: Singapore.
- Language: English.
- Number of arbitrators: one (1).
- Expedited procedure: where the amount in dispute does not exceed SGD 6,000,000, the parties agree that the SIAC Rules' Expedited Procedure applies.
The award of the arbitrator is final and binding on the parties. Judgment on the award may be entered in any court of competent jurisdiction.
29.3 Injunctive relief carve-out
Notwithstanding Section 29.2, either party may seek interim or injunctive relief in any court of competent jurisdiction (including in respect of confidentiality, intellectual property infringement, or breach of Section 18 or 19) without first complying with Section 29.1.
30. Language
These Terms are made in English, which is the controlling language. Any translation is provided for convenience only. In the event of any inconsistency or conflict, the English version prevails.
31. Class Action Waiver
To the maximum extent permitted by law, the Client agrees that any dispute will be conducted on an individual basis only and not as part of any class, consolidated, or representative action. The arbitrator may not consolidate more than one party's claims and may not preside over any form of representative or class proceeding.
32. Changes to These Terms
We may amend these Terms from time to time. We will post amended Terms on this page with their effective date and, where reasonably practicable, tell you about material amendments by email or through the client portal before they take effect. Continued use of the Service after the effective date of an amendment constitutes acceptance of the amended Terms. If you do not agree, your sole remedy is to cancel under Section 13.2 before the amendment takes effect.
33. Contact
- General, privacy (Data Protection Officer) and legal notices: hello@beindexed.ai
- Legal entity: Indexed AI Co., Ltd.