Terms of Use

NUBIO DEEP INTELLIGENCE PTE. LTD.
Company Registration No.: 202606962W
Incorporated in the Republic of Singapore
Registered Office: 60 Paya Lebar Road #06-28, Paya Lebar Square, Singapore 409051

1. Definitions and Scope

1.1 Parties

These Terms of Use (“Terms”) govern the relationship between Nubio Deep Intelligence Pte. Ltd. (UEN: 202606962W), a company incorporated in the Republic of Singapore with its registered office at 60 Paya Lebar Road #06-28, Paya Lebar Square, Singapore 409051 (“Nubio,” “Company,” “we,” “us,” or “our”), and you or the organization you represent (“Customer,” “you,” or “your”). These Terms apply globally to all websites, platforms, applications, APIs, artificial intelligence systems, and related services provided by Nubio (collectively, the “Services”), regardless of where you are located.

1.2 Protected Parties

“Nubio Parties” means Nubio Deep Intelligence Pte. Ltd. and all of its past, present, and future parent companies, subsidiaries, affiliates, holding companies, shareholders, investors, beneficial owners, directors, officers, founders, executives, employees, advisors, consultants, agents, representatives, contractors, service providers, licensors, distributors, partners, successors, and assigns, whether acting in their individual or corporate capacity. All Nubio Parties are express intended third-party beneficiaries of these Terms, including without limitation all limitation of liability, disclaimer, indemnification, arbitration, and waiver provisions, and shall have the right to directly enforce such provisions against you.

1.3 Services

“Services” means all products, platforms, software, applications, APIs, artificial intelligence systems, machine learning models, algorithms, World Models, predictive analytics, optimization tools, data processing capabilities, documentation, and any other technology or services that Nubio makes available now or in the future, in any form, including beta, trial, or evaluation versions, and all updates, modifications, enhancements, and derivative works thereof.

1.4 Acceptance and Modifications

Nubio reserves the absolute right to modify, amend, update, or replace these Terms at any time, in its sole and unfettered discretion, without prior notice to you. Such modifications shall be effective immediately upon posting to our website or Services. It is your sole responsibility to review these Terms periodically. Your continued access to or use of the Services following any modification constitutes your binding acceptance of the modified Terms. If you do not agree to any modification, your sole remedy is to discontinue use of the Services immediately.

2. Account and Eligibility

2.1 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts in your jurisdiction. By using the Services, you represent and warrant that you meet these requirements and that all information you provide is accurate, current, and complete.

2.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities occurring under your account, whether authorized by you or not. You agree to immediately notify Nubio of any unauthorized access, but Nubio shall have no liability for any loss or damage arising from your failure to protect your credentials or from unauthorized access to your account, regardless of the cause.

3. License and Restrictions

3.1 Limited License

Subject to your strict compliance with these Terms and payment of all applicable fees, Nubio grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the applicable subscription term. This license is conditional and may be revoked by Nubio at any time, for any reason or no reason, in its sole discretion, without prior notice or liability.

3.2 Restrictions

You shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, distribute, sell, lease, license, or create derivative works of the Services or any component thereof; (b) reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, data structures, or underlying logic from the Services; (c) use the Services to develop competing products, perform competitive analysis, or benchmark against competing services; (d) remove, alter, or obscure any proprietary notices, labels, or markings; (e) use the Services in violation of any applicable law, regulation, or third-party rights; (f) interfere with, disrupt, or attempt to gain unauthorized access to any systems, networks, or security measures; (g) use automated means to access the Services except through approved APIs; (h) share, publish, or disclose any benchmark results, performance data, or output comparisons without Nubio’s prior written consent; (i) use the Services or any Output to train, develop, or improve any competing artificial intelligence system, machine learning model, or similar technology; or (j) sublicense, resell, time-share, or otherwise make the Services available to any third party.

3.3 Prohibited Automated Access and Web Scraping

You may not, without Nubio’s express prior written consent, engage in any of the following activities with respect to the Services, the Site (nubio.world), or any content, data, or materials made available therein:

• Scraping, crawling, indexing, harvesting, or otherwise collecting any content, data, or information using any automated means, including but not limited to bots, spiders, scrapers, or similar technologies;
• Accessing the Services or Site through any automated means for the purpose of training, developing, or improving any artificial intelligence model, machine learning system, large language model, or similar technology;
• Systematically downloading, caching, or storing any content from the Services or Site beyond what is required for ordinary browser-based viewing;
• Circumventing, disabling, or interfering with any technical measures designed to restrict automated access, including rate limiting, CAPTCHAs, or robots.txt directives.

4. Customer Data and License Grants

4.1 Definitions

“Customer Data” means any and all data, content, information, materials, files, prompts, instructions, parameters, configurations, inputs, feedback, or other materials of any kind that you or any user on your behalf submits, uploads, transmits, or otherwise provides to the Services, directly or indirectly, whether through manual input, API integration, automated systems, third-party connections, or any other means, and includes without limitation data belonging to or concerning your customers, clients, end users, vendors, suppliers, partners, affiliates, employees, or any other third parties.

“Output” means any results, predictions, recommendations, analyses, optimizations, reports, visualizations, insights, or content generated by the Services.

4.2 License Grant to Nubio

By submitting, uploading, or otherwise providing any Customer Data to the Services, you hereby grant Nubio and the Nubio Parties a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers of sublicensees), non-exclusive license to access, collect, store, process, copy, reproduce, modify, adapt, create derivative works from, distribute, publicly display, publicly perform, transmit, publish, and otherwise use and exploit such Customer Data for any purpose whatsoever, including without limitation: (a) providing, operating, maintaining, and improving the Services; (b) training, developing, testing, validating, and enhancing Nubio’s artificial intelligence systems, machine learning models, World Models, algorithms, and any other technology; (c) conducting research and development; (d) generating analytics, insights, and aggregated data products; (e) developing new products and services; (f) creating and commercializing derivative works and aggregated datasets; and (g) any other commercial or non-commercial purpose. This license shall survive any termination or expiration of these Terms, your account, or your use of the Services, and shall be irrevocable.

4.3 No Obligation Regarding Data

Nubio has no obligation to store, maintain, backup, return, or delete any Customer Data. Nubio may retain Customer Data indefinitely in any form, including aggregated, anonymized, de-identified, or derivative form. You acknowledge that the Services involve processing by artificial intelligence systems and that Customer Data may be incorporated into models, weights, parameters, and outputs that are provided to other customers or the public. Once Customer Data is used to train or improve AI systems, it cannot be separated or extracted from such systems, and you acknowledge and agree that such use is irrevocable.

4.4 Your Representations and Warranties

You represent and warrant that: (a) you own or have obtained all necessary rights, licenses, consents, permissions, and authorizations to provide all Customer Data to Nubio and to grant the licenses set forth herein; (b) the Customer Data and Nubio’s use thereof as contemplated by these Terms does not and will not infringe, violate, or misappropriate any third-party rights, including intellectual property rights, privacy rights, data protection rights, or contractual rights; (c) you have provided all required notices to, and obtained all required consents from, any third parties whose data is included in Customer Data, including consent for AI training and processing, including your customers, end users, employees, partners, and vendors; (d) Customer Data complies with all applicable laws and regulations, including the Singapore Personal Data Protection Act 2012 (“PDPA”) and any other applicable data protection legislation; and (e) you have the full right and authority to grant the rights granted herein.

4.5 Output

Due to the nature of artificial intelligence, similar inputs may generate similar or identical outputs for different customers. Nubio makes no representation or warranty that any Output is unique, accurate, complete, current, reliable, or fit for any particular purpose. You use Output at your own risk and you are solely responsible for verifying the accuracy and appropriateness of any Output before relying on it. Any Output may be used by Nubio for any purpose, including to improve the Services, train AI systems, and provide services to other customers. You shall have no ownership interest in any Output.

5. Confidentiality and Non-Disparagement

5.1 Confidentiality Obligations

You acknowledge that in the course of using the Services, you may receive or have access to confidential and proprietary information belonging to Nubio, including but not limited to software, algorithms, AI models, business plans, pricing, technical specifications, product roadmaps, and trade secrets (“Nubio Confidential Information”). You agree to: (a) maintain the strict confidentiality of all Nubio Confidential Information; (b) not disclose Nubio Confidential Information to any third party without Nubio’s prior written consent; (c) use Nubio Confidential Information solely for the purpose of using the Services as permitted under these Terms; and (d) protect Nubio Confidential Information with at least the same degree of care you use to protect your own confidential information, but in no event less than reasonable care. This obligation survives termination indefinitely.

5.2 Non-Disparagement

You agree not to make, publish, or communicate any disparaging, defamatory, or derogatory statements about Nubio, the Nubio Parties, the Services, or any Nubio technology, whether in public or private communications, social media, industry forums, press, or otherwise. This provision does not restrict truthful statements made in connection with legal proceedings or regulatory requirements.

6. Fees and Payment

6.1 Payment Terms

You agree to pay all fees as specified in the applicable pricing page, order form, or invoice. All fees are non-refundable under any circumstances, including termination for any reason, dissatisfaction with the Services, or failure of the Services to meet your expectations. Nubio reserves the right to modify pricing at any time with thirty (30) days’ notice. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable Singapore law, whichever is higher.

6.2 Taxes

All fees are exclusive of taxes. You are responsible for all taxes, duties, levies, and governmental charges of any kind, excluding only taxes based on Nubio’s net income. If Nubio is required to collect or remit taxes on your behalf, such amounts will be invoiced to you and are immediately due.

6.3 Suspension

Nubio may suspend your access to the Services immediately upon any failure to pay, any suspected breach of these Terms, any suspected fraudulent or illegal activity, or any other reason in Nubio’s sole discretion, without prior notice and without liability to you. During suspension, all fees continue to accrue.

7. Intellectual Property

7.1 Nubio Ownership

The Services, including all software, source code, object code, algorithms, AI models, World Models, machine learning systems, neural networks, training data, model weights, interfaces, designs, documentation, methodologies, processes, know-how, inventions, and all intellectual property rights therein, are and remain the sole and exclusive property of Nubio and the Nubio Parties. Nothing in these Terms transfers any ownership of any intellectual property to you. Any improvements, enhancements, derivative works, or new intellectual property created using Customer Data, based on your feedback, or arising from your use of the Services shall be solely and exclusively owned by Nubio, and you hereby assign all right, title, and interest in any such intellectual property to Nubio.

7.2 Feedback

Any feedback, suggestions, ideas, feature requests, bug reports, error reports, performance observations, or other input you provide regarding the Services (“Feedback”) shall be owned exclusively and perpetually by Nubio. You hereby irrevocably and unconditionally assign to Nubio all right, title, and interest in and to all Feedback, including all intellectual property rights therein, worldwide. You waive any and all moral rights you may have in any Feedback. Nubio may use Feedback for any purpose without any obligation, attribution, accounting, or compensation to you.

7.3 No Reverse Engineering or Competitive Use

You agree not to use any knowledge, insights, methodologies, or techniques gained through the Services to develop, train, improve, or assist in the development of any artificial intelligence system, machine learning model, software, or technology that competes with any Nubio product or service, whether directly or indirectly. This obligation survives termination for a period of three (3) years.

8. AI Technology Acknowledgments

You acknowledge and agree that: (a) the Services utilize artificial intelligence and machine learning technologies that are inherently probabilistic, experimental, and continuously evolving; (b) Outputs may be inaccurate, incomplete, misleading, biased, hallucinated, or contain errors; (c) Outputs may not reflect current, correct, or complete information and may become outdated; (d) you must independently verify all Outputs before relying on them for any purpose whatsoever; (e) Outputs do not constitute professional advice of any kind, including legal, financial, medical, engineering, aviation, safety, regulatory, or other professional advice; (f) you assume all risks associated with your use of the Services and Outputs, and Nubio bears no responsibility for any decisions made based on Outputs; (g) Nubio has no obligation to ensure the accuracy, reliability, completeness, or fitness of any Output for any purpose; (h) AI systems may produce different Outputs for identical inputs at different times; and (i) you are solely responsible for ensuring that your use of the Services and any Outputs complies with all applicable laws and regulations, including aviation safety regulations.

9. Disclaimer of Warranties

10. Limitation of Liability

10.1 Exclusion of Damages

10.2 Liability Cap

10.3 Essential Basis

You acknowledge and agree that the disclaimers, exclusions, and limitations of liability set forth in these Terms reflect a fair and reasonable allocation of risk between you and Nubio, are an essential basis of the bargain between the parties, and that Nubio would not have entered into these Terms or provided the Services without these limitations. These provisions shall apply to the fullest extent permitted by applicable Singapore law, even if any limited remedy fails of its essential purpose.

10.4 No Liability for Third-Party Claims

Nubio and the Nubio Parties shall have no liability whatsoever for any claims brought by your customers, end users, employees, contractors, partners, vendors, regulators, or any other third parties in connection with your use of the Services, any Output, or any Customer Data.

10.5 No Liability for Data Loss

Nubio and the Nubio Parties shall have no liability for any loss, corruption, destruction, or unauthorized access to Customer Data, whether resulting from security incidents, system failures, human error, or any other cause. You are solely responsible for maintaining independent backups of all Customer Data.

11. Indemnification

You agree to irrevocably indemnify, defend, and hold harmless Nubio and all Nubio Parties from and against any and all claims, demands, actions, suits, proceedings, investigations, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees, expert fees, and legal costs at all levels of proceedings, including appeals) arising out of or relating to: (a) your access to or use of the Services; (b) any Customer Data, including any claim that Customer Data infringes, violates, or misappropriates any third-party rights, violates any applicable law, or contains inaccurate information; (c) your violation of these Terms; (d) your violation of any applicable law, regulation, or third-party rights; (e) any claim by your customers, end users, employees, contractors, partners, vendors, or any other third party; (f) your negligence, willful misconduct, or fraud; (g) any dispute between you and any third party; (h) any regulatory investigation or action arising from your use of the Services; (i) any data breach or security incident involving Customer Data caused by your acts or omissions; or (j) your failure to obtain necessary consents or authorizations for Customer Data. Nubio shall have the right, at your sole expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you shall cooperate fully with Nubio’s defense. You shall not settle any claim without Nubio’s prior written consent. This indemnification obligation survives termination of these Terms indefinitely.

12. Term and Termination

12.1 Term

These Terms commence when you first access the Services and continue until terminated in accordance with this Section.

12.2 Termination by Nubio

Nubio may terminate or suspend your access to the Services at any time, for any reason or no reason, with or without notice, in its sole and absolute discretion, without liability to you. Without limiting the foregoing, Nubio may terminate immediately if Nubio believes, in its sole judgment, that you have violated these Terms, that your use poses a risk to Nubio or other users, or if required by law.

12.3 Termination by You

You may terminate by ceasing all use of the Services and closing your account by written notice to legal@nubio.world. Termination does not relieve you of any obligation to pay fees that have accrued, that are due under any minimum commitment or subscription term, or that relate to the period prior to termination.

12.4 Effect of Termination

Upon termination: (a) your license to use the Services terminates immediately; (b) you must immediately cease all use of the Services and delete any copies of Nubio materials in your possession; (c) Nubio may delete all Customer Data without notice or liability; (d) you shall not be entitled to any refund; and (e) all obligations that by their nature should survive termination shall survive, including without limitation Sections 4 (Customer Data), 5 (Confidentiality), 7 (IP), 8 (AI Acknowledgments), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 13 (Governing Law), 14 (Arbitration), and 15 (General Provisions).

13. Governing Law and Jurisdiction

These Terms and any dispute arising out of or relating to these Terms, the Services, any Output, or any Customer Data shall be governed exclusively by the laws of the Republic of Singapore, without regard to its conflict of law principles, the United Nations Convention on Contracts for the International Sale of Goods, or any other international convention or treaty. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Singapore for any litigation or proceedings not subject to the arbitration provisions herein, and you waive any objection to venue or jurisdiction in Singapore, including any objection based on inconvenient forum, sovereign immunity, or act of state.

14. Dispute Resolution and Class Action Waiver

14.1 Mandatory Arbitration

14.2 Class Action and Jury Trial Waiver

14.3 Limitation Period

14.4 Costs

Each party shall bear its own costs and attorneys’ fees in any arbitration or legal proceeding. However, if Nubio or any Nubio Party is the prevailing party, you agree to reimburse Nubio for its reasonable attorneys’ fees, costs, and expenses, including expert witness fees.

14.5 Injunctive Relief

Notwithstanding the foregoing, Nubio may seek injunctive or other equitable relief in any court of competent jurisdiction worldwide to protect its intellectual property rights, confidential information, or trade secrets without being required to post a bond, prove actual damages, or exhaust arbitration remedies.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and Nubio regarding the Services and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral. You may not rely on any statement, representation, warranty, or agreement not expressly set forth in these Terms. In the event of any conflict between these Terms and any other Nubio policy, these Terms shall prevail.

15.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent to the maximum extent permitted by law. If modification is not possible, such provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision in a particular jurisdiction shall not affect its validity or enforceability in any other jurisdiction.

15.3 No Waiver

Nubio’s failure to enforce any provision of these Terms at any time shall not constitute a waiver of that provision or any other provision, and shall not affect Nubio’s right to enforce such provision in the future. No waiver shall be effective unless in writing and signed by an authorized representative of Nubio.

15.4 Assignment

You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations hereunder without Nubio’s prior written consent. Any attempted assignment in violation of this provision shall be null and void. Nubio may freely assign, transfer, or delegate these Terms or any rights or obligations hereunder without restriction and without notice.

15.5 Force Majeure

Nubio shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, pandemic, epidemic, government actions or orders, sanctions, embargoes, labor disputes, strikes, power failures, internet or telecommunications failures, hardware or software failures, cyberattacks, AI system malfunctions, data center outages, supplier failures, or any other cause beyond Nubio’s reasonable control.

15.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, fiduciary relationship, or employment relationship between the parties.

15.7 Export Compliance

You agree to comply with all applicable export control laws and regulations, including the laws of Singapore and any other applicable jurisdiction. You shall not export, re-export, or transfer the Services or any Output to any prohibited destination, entity, or person without proper governmental authorization.

15.8 Notices

Nubio may provide notices to you via email, posting on the Services, or other reasonable means. Notices to Nubio must be sent in writing to: Nubio Deep Intelligence Pte. Ltd., 60 Paya Lebar Road #06-28, Paya Lebar Square, Singapore 409051, or by email to legal@nubio.world. Notices are effective upon receipt.

15.9 Singapore Personal Data Protection Act

You acknowledge that the Singapore Personal Data Protection Act 2012 (“PDPA”) governs the processing of personal data in connection with the Services. To the extent you provide any personal data to the Services, you represent and warrant that you have obtained all necessary consents under the PDPA and any other applicable data protection law for Nubio’s processing of such data as described in these Terms and the Privacy Policy.

16. Contact Information