Last updated: May 04, 2021
Please read these Terms of Service (this “Agreement”) fully and carefully before using KeywordGap Sales Solutions. This Agreement sets forth the legally-binding terms and conditions for your use of KeywordGap Sales Solutions. By registering for and/or using the services in any manner, you agree that you have read, understand and accept this agreement and all other operating rules, policies and procedures referenced herein, each of which is incorporated herein by this reference and each of which may be updated from time to time as set forth below, to the exclusion of all other terms. You may not use the services if you do not unconditionally accept this Agreement. If you are accepting on behalf of an organization, you represent and warrant that you have the authority to do so; however, if your organization has entered into a separate contract with Resonance Technology Pte Ltd covering its use of the Services, then that contract shall govern instead.
Except for certain types of disputes defined in the arbitration section below, you agree that disputes between you and Resonance Technology Pte Ltd shall be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.
KeywordGap may change the Terms of Service from time to time at its sole discretion by posting a revised version of the Terms of Service on the KeywordGap website, without particular notice to you. The modified terms will become effective immediately upon posting. By continuing to use KeywordGap on and/or after the effective date of any modifications to these Terms of Service, you agree to be bound by the modified terms.
“Client” shall refer to you, unless you are accepting on behalf of a company, in which case “Customer” shall mean that organization;
“Resonance Technology Pte Ltd” shall refer to a corporation with its principal place of business at 104 PAYA LEBAR ROAD #10-09, AZ@PAYA LEBAR, SINGAPORE 409015, that is the service provider of KeywordGap Solution;
“KeywordGap” shall refer to the product solution provided by Resonance Technology Pte Ltd and the underlying servers and software used to provide such solutions;
“Resonance Technology Pte Ltd” and “Clients” are each referred to in this Agreement as a “Party” and collectively as “Parties.”
“User Data” shall refer to any personally identifiable information input by the Client to KeywordGap, including information possibly considered private or sensitive generated by the Client and all other information provided in the normal course of usage of KeywordGap.
“PDPA” means the Personal Data Protection Act 2012;
“Personal Data” shall refer to data, whether true or not, about an individual who can be identified:
“Subscription” shall refer to the right to access KeywordGap during the Subscription Period.
“Subscription Period” shall refer to the duration that the Client has access to the KeywordGap.
“Order Form” shall refer to any contracts and/or documents that are entered into, by the Client and KeywordGap from time to time, in the forms provided by KeywordGap.
Free Trial.
KeywordGap may make all or part of KeywordGap available to the Client on a trial basis, free of charge (the “Free Trial”). The Free Trial shall begin when the Client submit a registration for the same to KeywordGap, and shall terminate on the earlier of (i) the Free Trial expiration date as specified by KeywordGap in the Client’s KeywordGap account settings, or (ii) the date the Client execute an Order Form for a Subscription under this Agreement. Notwithstanding section 14, access to KeywordGap is provided “as-is” and without warranty of any kind during Free Trial. User Data entered and any specific settings or preferences the Client makes during Free Trial will be permanently deleted unless the Client purchases a Subscription or exports such data/settings prior to the expiration of their Free Trial.
Mobile Applications. KeywordGap may offer mobile applications that allow the Client to access KeywordGap on their mobile devices, including, but not limited to devices running Android or iOS operating systems. Mobile devices are not included in the Client’s Subscription. KeywordGap mobile applications require an active internet connection, and may incur data charges with the Client’s wireless carrier, including roaming charges, where applicable. KeywordGap mobile applications may collect technical data, including information about application crashes and usage statistics, and may use certain third party libraries or modules. Any such mobile applications offered by KeywordGap shall constitute part of KeywordGap Sales Solutions, and as such their usage is subject to the terms and conditions of this Agreement.
Marketing communications. After the Client signs up, they shall get educational materials, offers, and promotions from KeywordGap by email and notification in-app. If the Client wants to opt out of KeywordGap email marketing, please contact support at support@keywordgap.net.
Subscription. KeywordGap shall be available to the Client pursuant to this Agreement and all Order Forms during the Subscription Period. The Client shall agree that the purchase of KeywordGap Subscription is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by KeywordGap with regard to future functionality or features.
Support. Support via in-app intercom widget, email and phone is available for paid Subscription. Our Support hours are Monday to Friday (excluding Singapore public holidays), from 10am to 6pm.
Ownership of Data. The Client shall retain all right, title and interest in and to all of their data. KeywordGap shall not access the Client’s Data except to respond to service or technical problems, or at the Client’s request.
Collection of Data. The Client shall be responsible for all activities in their account and in compliance with this Agreement. The Client shall also comply with all local and foreign law, treaty, regulation or convention applicable in connection with the use of KeywordGap, including without restriction, the Personal Data Protection Act 2012 (Singapore), and other laws applicable related to privacy, publicity, data protection, electronic communications and anti-spamming laws. The Client shall be responsible for the collection, legality, protection and use of data that is stored on, or used in connection with KeywordGap.KeywordGap will not be responsible for any loss or disclosure of the Client’s data (or any damages related thereto) resulting from the Client’s failure to adequately secure their user identification and passwords.
Prohibited Uses. The Client shall hereby agree that as a condition of use of KeywordGap, not to use KeywordGap for any purpose that is unlawful or prohibited by these terms, conditions, and notices. The Client may not use KeywordGap in any manner that could damage, disable, overburden, or impair any KeywordGap or subscriber server, or the network(s) connected to any service provider or subscriber server, or interfere with any other party's use and enjoyment of KeywordGap.
The Client may not attempt to gain unauthorized access to any part of KeywordGap, other accounts, computer systems or networks connected to KeywordGap, through hacking, password mining or any other means. The Client may not obtain or attempt to obtain any materials or information through any means not intentionally made available through KeywordGap. Except as expressly set forth herein, the Client may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate KeywordGap, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide KeywordGap; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair KeywordGap’s control or security systems, or allow or assist a third party to do so.
The Client shall be responsible for the content of all communications sent through KeywordGap, and shall comply with all applicable laws and regulations while using KeywordGap. The Client may not use KeywordGap for illegal purposes or for the transmission of material that is (i) unlawful, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, obscene, tortuous, or otherwise objectionable; (ii) infringes or may infringe upon the Intellectual Property Rights or other rights of KeywordGap or any other Party; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense under any applicable law or regulation. The Client shall further agree to not use KeywordGap for the purpose of making emergency calls or providing emergency services.
Suspension of Service. KeywordGap may at any time suspend (or require the Client to suspend) access to KeywordGap and/or disable the login information in the event of violation of these terms and conditions. Grounds for doing so are not limited but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if KeywordGap or the Client may have reason to suspect any such Client is engaged in activities that may violate these Terms of Service, applicable laws, or subscriber policies, or are otherwise deemed harmful to service provider, the Client and respective network or facilities, or other Clients. KeywordGap, and any of its service providers shall not be liable to any Client for suspension of SaaS Service, regardless of the grounds.
Acquisition of Non-KeywordGap Products and Services. The Client shall acknowledge that third-party products or services may be made available to the Client from time to time by KeywordGap or third parties, and that the Client’s decision to acquire any such products or services is solely between the Client and the applicable third party provider. Unless specifically set forth on an Order Form, KeywordGap does not warrant or support third-party products or services.
Third-Party Services and User Data. The Client shall acknowledge that if the Client acquires third-party services for use with Subscription KeywordGap may allow the providers of such applications to access the Client’s data in order to allow such applications to interoperate with KeywordGap. KeywordGap shall not be responsible or liable for any disclosure, modification or deletion of the Client’s data resulting from any such access by third-party application providers.
Potential damages arising from usage of Third-Party Service Integrations. The Client shall further acknowledge that if the Client uses third-party services intraoperatively with KeywordGap, KeywordGap shall not be responsible or liable for any damages arising from the failure of such third-party applications to perform its intended functions. Any claims to such damages suffered by the Client resulting from the failure of third-party services to function are to be taken up with the service providers of such third-party services.
To access and use KeywordGap, the Client must create account(s).
The use of User Data is governed by our Privacy Policy. KeywordGap will not disclose billing information or account access information except as authorized by the Client or the Client's representative or as required by any applicable laws or legal process.
KeywordGap implements industry standards to ensure the security and confidentiality of User Data, protect against anticipated threats or hazards to the security or integrity of User Data and protect against unauthorized access to or use of this Data.
Compliance with PDPA.In handling any Client Personal Data, KeywordGap shall comply with all its obligations under the PDPA and in this Clause 6 at its own cost.
Process, Use and Disclosure.
KeywordGap only process the Client’s Personal Data:
Transfer of personal data outside Singapore.
KeywordGap may transfer Client Personal Data to only its own KeywordGap Sales Solutions servers located in countries other than the country in which the Client Personal Data was originally supplied by the Client and strictly only for the purposes of fulfilling its obligations and providing the Services required under this Agreement. In respect of such transfers, the Supplier shall ensure that the Client Personal Data transferred outside Singapore will be protected at a standard that is comparable to that under the PDPA and this Agreement.
Security Measures. KeywordGap shall protect Client Personal Data in KeywordGap’s control or possession by making reasonable security arrangements (including, where appropriate, physical, administrative, procedural and information & communications technology measures) to prevent unauthorized or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of Client Personal Data, or other similar risks. For the purposes of this Agreement, “reasonable security arrangements” include arrangements set out below in this Clause 6 (which shall not be varied without the Client’s prior written consent, such consent not to be unreasonably withheld).
Accuracy and Correction of Personal Data. Where the Client provides Client Personal Data to the KeywordGap, the Client shall make reasonable effort to ensure that the Client Personal Data is accurate and complete before providing the same to KeywordGap. The Client shall remain responsible for updating Client Personal Data which is in the possession of the Supplier. The Supplier shall take steps to correct any errors in the Client Personal Data, as soon as practicable upon the Client’s written request.
Retention of Personal Data:
The Supplier shall not retain Client Personal Data (or any documents or records containing Client Personal Data, electronic or otherwise) for any period of time longer than is necessary to serve the purposes of this Agreement.
The Supplier shall, upon the request of the Client:
You are granted permission to utilize the Service exclusively within the company for the purpose of obtaining insights and analysis to optimize your website(s) and related campaigns.
Unless expressly authorized by KeywordGap, you agree not to reproduce, duplicate, copy, sell, trade, resell, permit access, transfer, assign, modify, create derivative works, or exploit any portion of the Service, use of the Service, or access to the Service, including the computer code that powers the Service, for any commercial purposes.
You are accountable for all usage of the tool under your account. Furthermore, it is your responsibility to maintain the confidentiality of your online account credentials
KeywordGap reserves all rights on accounts that have expired. Unused credit balance in an expired KeywordGap account cannot be cashed out, and shall be forfeited.
The Client acknowledges and accepts that the inherent nature of the Internet and/or telecommunication network is such that electronic communications via email or SMS may be subject to interruption, interception, hacking, transmission blackout, and delayed or incorrect transmission. KeywordGap shall not be liable for any risks including but not limited to risks resulting from errors, mutilation, interruption or delay in transmission, power failure, interception by third parties, data corruption, viruses, transmission errors, breakdown of telecommunication networks, malfunctions in communications facilities, industrial action or disputes beyond its control that may affect the transmission of any email and/or SMS and does not warrant that any identified defect will be corrected, though it will undertake all reasonable efforts to mitigate and rectify such risks.
In order to use the integrated calling and SMS tools on KeywordGap the Client will require a sufficient credit balance under their KeywordGap account(s) that is separate from and not included as part of KeywordGap account subscription fees. The Client is required to deposit sufficient credit in their KeywordGap account through debit or credit cards, PayPal or other means, which may be made available by KeywordGap.
The Client agrees to pay for its use of KeywordGap as set forth in any written agreement or addendum with Resonance Technology Pte Ltd, and/or its partners. Resonance Technology Pte Ltd reserves the right to revise the pricing from time to time and would give notice of such change on KeywordGap website. Client’s continued use of KeywordGap Sales Solutions after a price change becomes effective constitutes the Client’s agreement to pay the newly revised amount.
In the event the Client believes that KeywordGap has charged them erroneously, the Client must notify KeywordGap via email at support@keywordgapnet within seven (7) business days after such charge. Upon expiration of such a 30-day period, the Client will not be entitled to dispute any fees paid or payable to KeywordGap. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt the Client from timely paying any undisputed amounts owed. Any disputes that cannot be resolved in accordance with the foregoing shall be handled in accordance with Section 13 below. Other than in accordance with the foregoing, fees paid are non-refundable.
If the Client opts for an automatically recurring subscription at the point of purchase, the Client unconditionally consents to KeywordGap and/or its payment partners storing personal information about the Client, including information on the Client’s credit card. KeywordGap and its partner(s) will make all reasonable efforts, according to standard industry practice, to secure the Client’s personal information. In addition, the Client also unconditionally consents to KeywordGap and/or its payment partner making deductions automatically from the Client’s stored credit card for the purpose of renewing the Client’s KeywordGap Subscription at the end of each Subscription Period.
The Client shall acknowledge and accept that all title, ownership and intellectual property rights in and to KeywordGap and any and all copies thereof, are owned by KeywordGap's users (the owner of KeywordGap's account) and/or its or its affiliates’ licensors. All rights are reserved. KeywordGap is protected by copyright laws, international copyright treaties and conventions and other laws. KeywordGap contains certain licensed materials and KeywordGap’ and its affiliates’ licensors may protect their rights in the event of any violation of these Terms of Service.
The Client hereby agrees to indemnify and hold KeywordGap, and its subsidiaries, affiliates, officers, and employees, harmless from any and all liability, claim or demands, including reasonable attorney's fees, made by any third party because of or arising out of the Client's use of KeywordGap and the Client's violation of these Terms, any applicable law or regulation, or the rights of any third parties related to the use of the KeywordGap
The Client expressly agrees that the use of KeywordGap is at the Client’s sole risk. KeywordGap is provided on an "as is" and "as available" basis. KeywordGap expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. KeywordGap makes no warranty that KeywordGap will meet the Client's requirements, that it will be uninterrupted, timely, secure, or error free; nor does KeywordGap make any warranty as to the results that may be obtained from the use of KeywordGap or as to the accuracy or reliability of any information obtained through KeywordGap or that defects in KeywordGap will be corrected.
Neither KeywordGap nor any of its information providers makes any warranties concerning the accuracy, currentness or reliability of the messages received or requested via the KeywordGap or any of the information, material or content contained therein (the "Content"). The Client understands and agrees that any Content and/or data downloaded or otherwise obtained through the use of or from KeywordGap is done at the Client's own discretion and risk and that the Client will be solely responsible for any damage to the Client's mobile telecommunication device and/or computer system or loss of data that results from the download of such Content and/or data. KeywordGap makes no warranty and shall not be liable for any goods, services, information or other material displayed, purchased or obtained through or from KeywordGap or any transaction entered into through the service. KeywordGap shall not be liable for any delays, omissions or errors in the Content and shall not be liable for any reliance thereon. No advice or information, whether oral or written, obtained by the Client from KeywordGap or through or from KeywordGap shall create any warranty not expressly stated herein.
In no event shall KeywordGap, its subsidiaries, affiliates, officers, or employees be liable, whether in contract, warranty, tort (including negligence) or any other form of liability, for:
Without limiting the above clauses [13.i, 13.ii], KeywordGap, its subsidiaries, affiliates, officers, or employees shall not be liable for any losses suffered by the User arising from:
The Client further agrees that KeywordGap shall not be liable for any damages arising from interruption, suspension or termination of KeywordGap, including but not limited to direct, indirect, incidental, special, consequential or exemplary damages, whether such interruption, suspension or termination was justified or not, negligent or intentional, inadvertent or advertent.
KeywordGap expressly disclaims any and/or all liability for inbound mobile phone roaming charges, mobile data charges and/or other like or unlike third party charges incurred by the Client as a result of the use of KeywordGap from a mobile device while it is roaming. For the avoidance of doubt, and without limiting the generality of the foregoing, KeywordGap shall not be liable for any mobile phone roaming charges or mobile data charges incurred by the Client should the User fail to properly launch or access KeywordGap.
Nothing in these Terms of Service is intended to exclude or restrict or shall be construed as excluding or restricting the liability of KeywordGap for any liability which cannot be limited or excluded by law.
Term of the Agreement.This Agreement commences on the effective date and continues until the expiration or termination of the Client’s Free Trial or Subscription (as applicable).
Termination by Client.The Client may cancel their Subscription and terminate this Agreement at any time by providing notice to KeywordGap via email at support@keywordgap.net. Upon account termination, KeywordGap will allow a 30-day grace period during which the Client will be able to reactivate their account and restore their data. In the case that the Client wishes to have their data completely and permanently removed from KeywordGap's application servers, the Client can inform KeywordGap in writing by sending an email to support@keywordgap.net.
Termination for Cause.Without limiting other remedies, KeywordGap may terminate the Client's KeywordGap account(s) with immediate effect, automatically and without recourse to the courts, and may limit, suspend or terminate the Client’s use of the KeywordGap, if KeywordGap finds that the Client is:
Unless otherwise stated, all charges and fees for KeywordGap Sales Solutions are exclusive of any country, province, federal, state or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments and withholdings ("Taxes").
The Client will be solely liable for and will pay upon demand all Taxes associated with the Client's access to and use of the Services and shall not deduct any such amounts, or any other withholdings, set-offs or deductions.
The Terms of Service constitute the entire Agreement between the Client and KeywordGap with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of the Client arising out of fraud or fraudulent misrepresentation.
The failure to exercise, or delay in exercising, a right, power or remedy provided by the Terms of Service or by law shall not constitute a waiver of that right, power or remedy. If KeywordGap waives a breach of any provision of the Terms of Service this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect.
The Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the KeywordGap must be filed by the Client within one year after such claim or cause of action arose or be forever barred.
Governing Law. These Terms of Service will be governed by and construed in accordance with the laws of Singapore, and the courts of Singapore will have non-exclusive jurisdiction over any claim or dispute arising under or in connection with these Terms of Service.
