Terms of Service
Updated at 16 March 2024
General Terms
We are Made By Underscore (53465704D) trading as https://www.madebyunderscore.com/ ("Made By Underscore").
In these terms of service ("Terms"), the words "we", "our" and "us" refers to Made By Underscore and "Platform" means collectively Made By Underscore's websites, webpages and/or applications which we may manage, own or operate from time to time, each of which shall be described as a "Platform", including all content, information, applications, programmes, images/graphics, links, sounds, videos and materials, which may be displayed on such Platforms, and the functions or services provided therein.
By accessing and using our Platform and/or placing an order with Made By Underscore, you confirm that you are in agreement with and legally bound by these Terms and our Made By Underscore Privacy Policy as modified from time to time. Please continue accessing our Platform only if these Terms are acceptable to you. These terms apply to our Platforms and any email or other type of communication between you and Made By Underscore, as well as our services accessible from and on such Platform ("Services").
Intellectual Property
All intellectual property rights and copyrights in the content displayed on our Platform ("Content") including all features and functionality (including but not limited to all information, software, text, displays, images, video and audio and the design, selection and arrangement thereof) belong to Made By Underscore or its licensors, as the case may be. All such rights are reserved by Made By Underscore and its licensors, as the case may be. Made By Underscore grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use our Platform strictly in accordance with these Terms.
Ownership of Final Deliverables.
Subject to the timely payment of all applicable fees and amounts to Made By Underscore in accordance with these Terms and the scope of our Services as stated on our Platform, the finished and final tangible versions of any deliverables ("Deliverables") that Made By Underscore creates, produces, and delivers, and causes to be created, produced and delivered in the course of the provision of our Services (other than Made By Underscore Materials and Third Party Materials), will be considered specially commissioned for you and all intellectual property rights therein will vest and remain in perpetuity with you. Notwithstanding the foregoing, you hereby grant to Made By Underscore and its subcontractors a perpetual, irrevocable, non-exclusive, transferable, royalty-free, worldwide license to use any and all Deliverables at meetings and for intercompany, marketing, research, file, reference, publicity (including on Made By Underscore “reels”, portfolios, Platforms, social media sites, and YouTube and publicly at speaking engagements and the like) and award purposes.
Client Materials
You represent and warrant that you are and will be the exclusive owner of all materials and information provided by you to Made By Underscore ("Client Materials") including all intellectual property rights therein and thereto. Notwithstanding the foregoing, you hereby grant to Made By Underscore and its subcontractors a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use the Client Materials in the provision of the Services under these Terms and to incorporate the same in the Deliverables in any and all media. You represent and warrant that the Client Materials do not infringe the intellectual property rights of any third party.
Made By Underscore Materials
Notwithstanding the foregoing or anything to the contrary contained herein, Made By Underscore shall exclusively own and retain all right, title and interest in and to any and all proprietary technology, software, platforms, systems, code and all inventions, subroutines, techniques and tools (and all enhancements, modifications and derivatives thereto), including all VR/360–related proprietary software, video players and audio engines which are used in connection with our performance of Services hereunder and which Made By Underscore develops prior to or during our performance of Services hereunder, but which are developed at Made By Underscore's sole cost and are not uniquely designed for our performance of Services and/or production of the Deliverables hereunder. Subject to the timely payment of all applicable fees and amounts by you to Made By Underscore in accordance with these Terms and the scope of our Services as otherwise stated on our Platform, Made By Underscore grants to you a non-exclusive, non-transferable, royalty-free, worldwide license to use, reproduce, exploit, and integrate the Made By Underscore Materials only to the limited extent explicitly set forth in these Terms. You (or any of your affiliates) shall not share any Made By Underscore Materials with third parties, whether as source files or otherwise.
Third Party Material
Any third party materials which are licensed or otherwise acquired from a third party by Made By Underscore ("Third Party Material") which are used by us in connection with the performance of our Services shall remain vested in Made By Underscore and/or its licensors. Unless otherwise expressly agreed, you shall be responsible for procuring all licences in respect of your use of any third party material.
Open Source. You acknowledge and agree that Made By Underscore is able to incorporate Open Source services and/or Third-Party Material in the Deliverables. In the event that costs which are not included, are incurred through the use of the Deliverables, these costs will be additionally charged to you with your prior approval. In the event that any Deliverables provided to you contain open source materials, you accept and acknowledge that any open source materials provided to you by us are subject to the terms of the applicable open source software license, and you will be fully responsible for complying with any and all terms of such open source software license at your own cost.
Services
Made By Underscore shall use its best efforts to deliver the Deliverables and perform the Services with due care and where applicable, in accordance with your requests. You agree that you shall in a timely manner provide Made By Underscore with all requirements, details, material, information and documentation required by us for the production, development and delivery of the Deliverables hereunder. Made By Underscore shall rely thereon, and you represent and warrant, and shall be liable to Made By Underscore for the accuracy, correctness, delivery, completeness and reliability of such specifications and requirements. Made By Underscore shall not be liable to you for any delays in the provision of the Services in the event that you do not provide the requisite requirements, details, material, information and documentation in a timely manner.
Made By Underscore shall not be liable for any missed delivery date caused by your act or omission, or any third party outside our control and you agree that Made By Underscore may revise any applicable estimated delivery dates and/or fees to take into account any delay caused by such parties.
No refunds
There are no refunds once payment has been made upon the placing of an order on our Platform, save in the event of a typographical error as detailed below or as expressly agreed to by both of us in the event of unforeseen circumstances. If, for any reason, you are not completely satisfied with any Services that we provide, don't hesitate to contact us and we will discuss any of the issues you are facing with our Services and propose a solution that works for you.
Restrictions
You agree not to, and you will procure that others do not:
- Reproduce, republish, upload, post, copy, imitate, store, archive, license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit our Platform or make our Platform available to any third party.
- Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of our Platform. The downloading of any software, including any files, images and data accompanying such software from our Platform by you does not in any way transfer title of such software to you.
- Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Made By Underscore or its affiliates, partners, suppliers or the licensors of our Platform.
- Do any act that will or may interfere with our Platform's accessibility and/or proper functioning, or that will or may place an unreasonable or disproportionately large load on Made By Underscore's or its licensors’ servers.
If you print, copy or download any part of our Platform in breach of these Terms, your right to use our Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
Third Party Content and Services
Third party content (including data, information, applications and other products and services) may appear on our Platform or may be accessible via links from our Platform. Made By Underscore shall not be responsible and assumes no liability for any infringement, mistakes, misstatements of law, defamation, libel, slander, omissions, falsehoods or profanities in the statements, opinions, representations or any other form of content contained in any third party content appearing on our Platform, including with respect to its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect. Made By Underscore does not assume and shall not have any liability or responsibility to you or any other person or entity for any such third party content.
Made By Underscore also reserves the right to change payment providers or processors or other third party service providers at any time, for any reason, in our sole discretion.
Indemnity
You agree to indemnify and hold Made By Underscore, its directors, management, employees, agents and affiliates harmless from any third party claims, liability, damages and/or costs, including but not limited to legal fees, due to or arising out of: (a) Content you submit, post, transmit or make available through our Platform; (b) your use of or connection to our Platform; (c) your breach of these Terms; (d) your violation of any rights of another or any applicable laws; (e) your use of any Deliverable provided to you; and (f) any use or purchase of or injury from your products of services.
Links to Other Websites
These Terms only apply to the use of our Platform and Services. The Platform may contain links to other websites not operated or controlled by Made By Underscore. We are not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us. Access to any other website is at your own risk and Made By Underscore relinquishes all responsibility and liability for the use of these linked websites. Please remember that when you use a link to go from our Platform to another website, these Terms are no longer in effect. Your browsing and interaction on any other website, including those that have a link on our Platform, is subject to that website’s own rules and policies. Such third parties may use their own cookies or other methods to collect information about you.
You may link to our home page, provided you do so in a way that is legal and not likely to damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
We reserve the right to object, disable or withdraw any link or frame to or from our Platform without notice.
Access to our Platform and Services
Made By Underscore reserves the right to modify, suspend or discontinue, temporarily or permanently, the website or any Services to which it connects, with or without notice, for any reason, in our sole discretion. You may stop using the Services at any time and you do not need to specifically inform us when you stop using the Services. You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Services, your account details or any files or other materials which is contained in your account.
Made By Underscore will not be responsible for any outcome that may occur during the course of usage of our resources. We reserve the right to change prices, scope and/or contents of our Services and our resources usage policy at any time without prior notice. Where there are such changes, to the furthest extent commercially possible and to provide you with sufficient notice, we shall endeavour to ensure such changes apply from the first day of the next invoicing cycle. The accessibility and operation of our Platform relies on platforms and technologies outside of our control. We are not able to guarantee continuous accessibility or uninterrupted operation of our Platform.
Updates to our Platform
Made By Underscore may from time to time provide enhancements or improvements to the features/functionality of our Platform, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates"). Updates may modify or delete certain features and/or functionalities of our Platform. You agree that Made By Underscore has no obligation to: (a) provide any Updates; or (b) continue to provide or enable any particular features and/or functionalities of our Platform to you.
You further agree that all Updates will be: (a) deemed to constitute an integral part of our Platform; and (b) subject to these Terms.
Term and Termination
These Terms shall remain in effect until terminated by you or Made By Underscore.
Made By Underscore may, in its sole discretion, at any time and for any or no reason, suspend or terminate these Terms and the provision of our Services with or without prior notice. Made By Underscore may also terminate these Terms and the provision of our Services at any time without prior notice where you fail to comply with any Term herein.
You may, in your sole discretion, suspend or terminate these Terms and the provision of our Services any time before the commencement of the next invoicing cycle. In such event, we shall continue providing our Services up to and until the last day of the previous invoicing cycle in respect of which payment has been made.
Upon termination of these Terms and the provision of our Services, you shall cease all use of our Platform and delete all copies of our Platform from your computer.
Termination of this Agreement will not limit any of Made By Underscore's rights or remedies at law or in equity in case of breach by you of any of your obligations under these Terms.
Copyright Infringement Notice
If you are a copyright owner or such owner’s agent and believe any material on our Platform constitutes an infringement on your copyright, please contact us at support@madebyunderscore.com and provide the following information: (a) a physical or electronic signature of the copyright owner or a person authorised to act on his behalf; (b) identification of the material that is claimed to be infringing; (c) your contact information, including your address, telephone number, and an email address; (d) a statement by you that you have a good faith belief that use of the material is not authorised by the copyright owners; and (e) a statement that the information in the notification is accurate, and, under penalty of perjury you are authorised to act on behalf of the owner.
No Warranties
Our Platform is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Made By Underscore, on its own behalf and on behalf of our affiliates and our and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to our Platform, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, accuracy or availability and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Made By Underscore provides no warranty or undertaking, and makes no representation or guarantee of any kind that our Platform will meet your requirements, achieve any intended results, be compatible or work with any other software, systems, browsers or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither Made By Underscore nor any of our providers makes any representation or warranty of any kind, express or implied: (a) as to the operation or availability of our Platform, or the information, content, and materials or products included thereon; (b) that the Platform will be uninterrupted or error-free; (c) as to the accuracy, reliability, or currency of any information or content provided through our Platform; or (d) that our Platform, its servers, the content, or e-mails sent from or on behalf of Made By Underscore are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Limitation of Liability
To the maximum extent permitted by applicable law, under no circumstances (including but not limited to negligence) shall Made By Underscore or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use our Platform, third-party software and/or third-party hardware used with our Platform, or otherwise in connection with any of these Terms), even if reasonably foreseeable or if Made By Underscore has been advised of the possibility of such damages or losses.
You shall be solely responsible and liable, irrespective of the legal basis for a claim, for the use of the Deliverables hereunder, and all activities conducted around, through and in connection therewith by you, your end users and any other third parties (even if such activities were to occur without your permission) and any reactions, consequences and actions or breach of applicable laws that may result from the viewing, disclosure, exhibition, marketing, promotion and other commercial communications in respect of the Deliverables. In particular, you remain responsible for the nature, price, quality, quantity of the goods and services reflected in such Deliverables and you hereby represent and warrant that you shall conduct your business as related to such Deliverables at all times in full compliance with all applicable laws.
In no event shall Made By Underscore's liability to you with respect to a certain Service exceed the fees paid by you to Made By Underscore with respect thereto.
Illegality
The illegality, invalidity or unenforceability of any Term hereunder under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other Term hereunder.
Waiver
No failure on the part of either of us to exercise, and no delay on its part in exercising, any right or remedy under these Services will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law. Either of us may release or compromise the liability hereunder of the other party or grant to such party time or other indulgence without affecting the liability of such party hereunder.
Entire Agreement
These Terms and the documents referred to in it (including the Made By Underscore Privacy Policy) constitute the entire agreement between you and Made By Underscore regarding your use of our Platform and our Services and supersedes all prior and contemporaneous written or oral agreements, offers and negotiations between you and Made By Underscore and you have not agreed to these Terms in reliance upon any representation, warranty or undertaking of the other Parties which is not set out or referred to in these Terms, save that you may be subject to additional terms and conditions that apply when you use or purchase certain/additional Services, which Made By Underscore will provide to you at the time of such use or purchase.
Updates to Our Terms
These Terms may be edited, modified or deleted from time to time at our sole discretion, without notifying you. Where a revision is considered in our sole discretion to be material, we may provide at least 30 days' notice prior to such revision taking effect. Updated versions of the Terms will be posted on our Platform and are effective immediately. Your continued use of and access to our Platform after any modifications to the Terms indicates your acceptance of the same, as modified.
Confidentiality
All information or materials provided to or disclosed to the other party (or by a third party on their behalf) by Made By Underscore and all information that either of us and those working for us or on our behalf had access to, been entrusted with and/or become acquainted with in connection with the production and delivery of the Deliverables and/or provision of the Services under these Terms, which are not the subject of general public knowledge, shall be deemed to be confidential information ("Confidential Information"). Each of us shall only use the other party's Confidential Information for the purposes of the provision and acceptance of Services under these Terms, and for no other purpose. Each of us shall take steps to prevent, protect and avoid unauthorised disclosure, use and reproduction of the other party's Confidential Information. Each of us shall not, during or after the term of the provision of Services, disclose or use any such Confidential Information of the other party without first obtaining the other party’s written authorisation. Each of us shall, at the other party’s request, require those engaged by either of us to sign confidentiality agreements, in which such persons agree not to use or disclose the other party’s Confidential Information.
These Terms impose no obligations with respect to information which: (a) was in either party's possession before receipt from the disclosing party; (b) is or becomes a matter of public knowledge through no fault of the receiving party; (c) was rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is developed by the receiving party without use of the Confidential Information as can be shown by documentary evidence. The receiving party may make disclosures to the extent required by applicable law, government authorities or court order provided the receiving party makes commercially reasonable efforts to provide the disclosing party with notice of such disclosure as promptly as possible and uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order and has allowed the disclosing party to participate in the proceeding.
Governing Law
The access and use of our Platform and its Content, and the Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore.
In the event a dispute or difference arises between you and us as to any matter of whatsoever nature arising under these Terms or in connection therewith, your or us must give the other party a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute via email to: support@madebyunderscore.com. We will send any Notice of Dispute to you by mail to your email address. You and Made By Underscore will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date such Notice of Dispute is sent. After sixty (60) days, you or Made By Underscore may commence arbitration and such dispute or difference shall be submitted to a single arbitrator to be appointed by you and us or, failing agreement in writing within 14 business days after either of us has given to the other party a written request to concur in the appointment of an arbitrator, a single arbitrator to be appointed on the request of either you or us by the President of the Court of Arbitration of the Singapore International Arbitration Centre for the time being. Such submission shall be a submission to arbitration in accordance with the SIAC Arbitration Rules in force as at the date of this Agreement, including such additions, amendments or modifications as are therein contained by which the Parties agree to be bound. The place of arbitration shall be Singapore and the arbitration shall be conducted wholly in the English language.
Submissions
In the event that you submit, share or post any feedback, comments, ideas, creative suggestions, designs, photographs, information, advertisements, data or proposals, including ideas for new or improved products, services, features, technologies or promotions, you expressly agree that such submissions will automatically be treated as non-confidential and non-proprietary and will become the sole and exclusive property of Made By Underscore without any compensation or credit to you whatsoever. Made By Underscore and its affiliates shall have no obligations with respect to such submissions or posts and may copy, modify, publish, redistribute or otherwise use the ideas contained in such submissions or posts for any purposes in any medium in perpetuity, including, but not limited to, developing, manufacturing, and marketing products and services using such ideas, without any credit or compensation to you.
Promotions
Made By Underscore may, from time to time, include contests, promotions, sweepstakes, or other activities (“Promotions”) that require you to submit material or information concerning yourself. Please note that all Promotions may be governed by separate rules that may contain certain eligibility requirements, such as restrictions as to age and geographic location. You are responsible for reading all Promotions rules to determine whether or not you are eligible to participate. If you enter any Promotion, you agree to comply with all Promotions Rules.
Typographical Errors
In the event a Service is listed at an incorrect price or with incorrect information due to a typographical error, we shall have the right in our sole discretion to refuse or cancel any orders placed for the Service listed at the incorrect price or with incorrect information. We shall have the right to refuse or cancel any such order whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, we shall immediately issue a credit to your credit card account or other payment account in the amount of the charge.
Miscellaneous
Made By Underscore operates our Platform and Services from our offices in Singapore. Our Platform and Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation. Accordingly, those persons who choose to access our Platform and Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
Made By Underscore shall perform the Services as an independent contractor and nothing in these Terms shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant between Made By Underscore and you or any of our affiliates or subsidiaries, or to provide either Made By Underscore or you with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party.
Contact Us
Don't hesitate to contact us if you have any questions. Email: support@madebyunderscore.com