Contact UsPico App Developer Terms
Last Updated: June 14, 2022
pico app developer terms
This Pico App Developer Terms (this "Agreement") governs the relationship and serves as an agreement between you and Pico Immersive Pte. Ltd. ("Pico", "we", or "us"), and sets forth the terms and conditions by which you may develop applications ("Apps") and submit them for listing on Pico Store. For the purposes of this Agreement, "you" and "your" means you as the developer of such app(s).
This Agreement forms a legally binding agreement between you and us. Please make sure you carefully read and fully understand this Agreement.
If you are entering into this Agreement on behalf of a business or entity: (a) "you" and "your" in this Agreement includes you and that business/entity; (b) you represent and warrant that you are an authorized representative of the business/entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity's behalf; and (c) you agree that the business/entity is legally and financially responsible for the performance of the obligations under this Agreement, as well as for the access or use of your account(s) by others affiliated with the entity, including any employees, agents or contractors.
BY CLICKING ON THE "ACCEPT" BUTTON BELOW, OR BY ACCESSING/USING THE DEVELOPER PLATFORM (DEFINED BELOW), OR BY SUBMITTING ANY APP FOR LISTING ON THE PICO STORE, YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU.
We may amend this Agreement from time to time. It is your responsibility to regularly check for changes. We may also update the "Last Updated" date at the top of this Agreement, which indicate the effective date of such updated Agreement. Your continued access or use of the Developer Platform (defined below) from the effective date of any such changes constitutes your acceptance of the updated Agreement. If you do not agree to the updated Agreement, you must stop accessing or using the Developer Platform, and your sole remedy is to (a) prior to the date on which the changes are to take effect, provide written notice to Pico that you do not accept the updated Agreement; and (b) withdraw or remove all of your apps from the Developer Platform. We may from time to time require you to click "ACCEPT" to confirm your acceptance of the updated Agreement before you may be allowed to continue using/accessing the Developer Platform.
The latest version of this Agreement is available on the Developer Platform.
We may, in our sole and absolute discretion, perform our obligations under this Agreement or provide functionalities to you, whether in whole or in part, through one or more of our subsidiaries, or associated or related companies or corporations, or Third Party Providers (defined below), and the full and complete performance by any such person(s) shall constitute full performance by us of our corresponding obligations.
developer platform Account and Registration
Unless we specify otherwise, you may only submit apps for listing on the Pico Store using the platform that we designate for this purpose ("Developer Platform"). If you choose to submit any apps to us, you shall do so according to this Agreement at your own risk, cost and expense.
Before you may submit apps for listing on the Pico Store, you must register for an account with us on the Developer Platform. Registration of your account shall be subject to our approval, and you shall comply with all requirements relating to your account and/or Access Credentials (defined below) as we may prescribe from time to time. Without prejudice to the foregoing, we may at any time:
prescribe eligibility criteria for the registration of your account, use of the Developer Platform or other interaction with us ("Developer Eligibility Criteria"). You are solely responsible for obtaining at your own cost and expense all necessary authorizations, licenses, permits, approvals, and qualifications that are required in connection with your development and/or submission of any app for the Pico Store, whether under applicable laws or under the Developer Eligibility Criteria;
require you to submit information for us to verify your identity, qualifications, or that you continue to meet the Developer Eligibility Criteria. You are responsible for ensuring that your registration information (such as your name, avatar, and any other information provided by you) is accurate and up to date. You may not open an account in the name of other person (including but not limited to falsely using another person's trade mark, name, trade name, avatar, or any other information in a manner likely to cause confusion) without such other person's express written consent (in which case you must also provide evidence of such person's consent to our satisfaction); and/or
limit access to and/or suspend your access to the Developer Platform, or terminate your account, without giving any reason therefor. We will use commercially reasonable efforts to notify you of such limit, suspension or termination without delay, unless such notification is legally prohibited (e.g., violates applicable laws, regulations or orders of a regulatory body) or may reasonably cause harm to other users, third parties, us and/or our affiliates (e.g., causes harm to the security of our Services). We may, in our sole and absolute discretion, provision different rights, privileges, access rights, and/or features to each account holder.
You must only access and/or use the Developer Platform through the identification credential that is issued, or prescribed by or on behalf of us for your use to access the Developer Platform ("Access Credentials"), and you shall safeguard your Access Credentials from unauthorized disclosure. You are solely responsible for any activities/actions under your account, whether or not you have authorized such activities/actions. You are solely responsible for all apps developed under your account. Any access, use, and/or interaction of the Developer Platform associated with your Access Credential shall be deemed your access, use, and/or interaction (and shall be binding on you), regardless whether authorized by you.
You must not transfer, assign or sell your account to any other person. You agree to notify Pico immediately if you know or suspect unauthorized use of your account or any other security breach, including without limitation any loss, theft, unauthorized disclosure or use of your Access Credentials. Pico shall not be responsible for any losses, damages, costs, expenses or claims that result from stolen or lost Access Credentials or any unauthorized use of your account.
You acknowledge and agree that the Developer Platform and Pico Store may include analytics and other tools that may allow us to gather information about how the Developer Platform and/or Pico Store are used, usage patterns and/or user preferences, and may include our use of cookies, running of verification and compliance analysis and/or use of data capture, syndication analysis, and/or other similar tools to track, extract, compile, aggregate, archive, disclose or otherwise analyse any data and/or information resulting from any person's submission, access, installation, and/or use of any app (including without limitation geo-location information), and further that: (a) we shall retain all rights, title and interest in and to all such gathered information and data; and (b) any intellectual property rights of or in the results of such analytics shall vest solely in us. We may monitor, track and share with third parties your information thereby obtained by us for safety, security, technical, marketing and commercial purposes, for example to provide you with spam and malware detection, as well as to provide and improve our products and services.
We may from time to time, without giving any prior reason or notice, upgrade, modify, alter, suspend, discontinue the provision of, or remove, whether in whole in part, the Developer Platform and/or the Pico Store, and/or any functionality respectively provided therein, and we shall not thereby be liable to you or any third party. We may also from time to time require you to install updates as a condition to continued access to the Developer Platform and/or Pico Store.
development of your app
You must only submit apps that meet the development specifications and other requirements set out in the documentation we prescribe for your app to be eligible for listing on the Pico Store ("Developer Documentation"), and you must exercise reasonable diligence using reasonable skill and expertise, to ensure at your sole cost and expense that the apps comply with the Developer Documentation (as we may amend from time to time). The latest versions of the Developer Documentation may be accessed here: Developer Documentation.
We may from time to time make available to you certain technological tools to be used in the development of your apps. Our technological tools are provided "AS IS". Any access and use of such technological tools are subject to relevant terms that we may specify from time to time in connection therewith, which are supplementary and without prejudice to this Agreement.
Before you submit any app to us, you must carry out reasonable tests to ensure that the app is in operable condition and is capable of conforming to the description of the app you will provide to End Users (defined below) on the listing page for the app.
In addition, unless we specifically consent to you in writing, you must not, and any app that you submit to us must not, contain content and/or functionalities that:
violate applicable laws;
interfere with or attempts to interfere with the proper working of any of our services, disrupt any aspect of our services, website or any networks connected to our services, or bypass any measures we may use to prevent or restrict access to our services;
attempt to probe, scan, test the vulnerability of or gain unauthorized access to a system or network or to breach or circumvent security or authentication measures without proper authorization;
use automated scripts to collect information from or otherwise interact with our services;
create a false identity, impersonate any person or entity, or falsely state or otherwise misrepresent affiliations with any person or entity;
mask or alter the geographical location from which you or an End User (defined below) appears to our systems to be accessing and/or using our services;
intimidate or harass, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; and/or
upload, transmit, distribute, store or otherwise make available in any way: (i) files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful; (ii) any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other prohibited form(s) of solicitation; (iii) any private information or personal data of any third party, including addresses, phone numbers, email addresses, number and feature in the personal identity document (e.g., national insurance numbers, passport numbers, etc) or credit card numbers; (iv) any material which does or may infringe any copyright, trade mark or other intellectual property or privacy rights or moral rights of any other person; (v) any material which is defamatory of any person, obscene, offensive, pornographic, hateful or inflammatory; (vi) any material that would constitute, encourage or provide instructions for a criminal offence, dangerous activities or self-harm; (vii) any material that is designed to provoke or antagonize people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass or upset people; (viii) any material that contains a threat of any kind, including threats of physical violence; (ix) any material that is racist or discriminatory, including discrimination on the basis of someone's race, religion, age, gender, disability or sexuality; (x) any answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide; and/or (xi) material that, in the sole judgment of Pico, (1) is objectionable, or (2) may expose Pico, its services or its users to any harm or liability of any type.
submitting your app to the developer platform
Your app submission on the Developer Platform must be accompanied by such information or other materials as we may request from you in connection therewith, including: (a) the name, version number, initial availability date, category, list prices (if applicable), logo and language of your app; (b) the compatibility of your app with the versions of Pico products; (c) your app's introduction and description; (d) your privacy policy; (e) display age restrictions and/or content ratings required under applicable laws for the content in your app; and (f) any other information or notice you would like to display on the page (collectively, "App Information"). You are solely responsible for providing accurate App Information. If any App Information is inaccurate, you shall promptly provide Pico with corrections, updates, or modifications. You must not provide App Information in a manner that is unfair, deceptive, or exposes End Users to unreasonable risks.
By submitting your app via the Developer Platform:
you represent and warrant to us that you either (i) own the App Content (defined below) and that it is original to you; or (ii) have received all necessary permissions, clearances from, or are authorized by, the owner of any part of the app to submit App Content to us for all purposes contemplated under this Agreement, and to license App Content to us for the Pico Store Purposes (defined below);
you agree and acknowledge that:
the App Content is your sole responsibility, and we are not responsible for it, and we neither have control over the contents thereof, nor do we routinely monitor the same. You shall be solely responsible for the development, editing, testing, modification, operation, and maintenance of your app. You shall be solely responsible for any and all claims and liabilities relating to your app;
if the app is listed on the Pico Store, the fullest extent of our obligation in connection with the app is to only facilitate the making available of such app to End Users on a pass-through basis and "as received" by us. We have no control over and are not responsible for your performance or non-performance of any obligation to End Users in connection with the app or arising in any other way;
you must not expose us or any other person to any intellectual property or other claims relating to your app. We have the right to disclose your identity to any person who claims that the app constitutes a violation of their intellectual property or other rights; and
you must comply with all applicable technology control or export laws, regulations, and compliance requirements of Pico Store. Notwithstanding anything in this Agreement, we shall have the right to take steps to prevent your app from being accessed or used in any jurisdiction as we may determine in our sole and absolute discretion from time to time. By submitting an app to us for public listing on the Pico Store, you represent and warrant to us that doing so meets all applicable legal or regulatory requirements under applicable laws, and will provide relevant compliance information when required. You shall fully indemnify us from and against any losses that we may be subject to or suffer in connection with any failure by you to comply with any such legal or regulatory restrictions;
until such time you submit your request to us for your app to be removed from the Developer Platform (such request to be submitted via the channel(s) we designate for this purpose) and we approve in writing the removal request (such period the "Publication Window"), regardless whether or not the app is listed on the Pico Store, you agree and acknowledge that Pico shall have the unlimited right and licence in its sole and absolute discretion during the Publication Window to:
carry out any activity in connection with our business of the Pico Store, including to store, publish, display, market, sell, distribute, reproduce your app to existing or prospective End Users in any form and manner as we deem fit (including by automated means), and solicit and obtain/process orders for your app from End Users as contemplated under our Pico Terms of Service without further consultation with you;
market the presence, distribution and sale of your app and its availability for use of your app through various devices or other Pico services, and use your trademarks, logos and other information associated with your app for promotional purposes, including without limitation to identify you as the developer of the app, or to include visual elements from your app (including characters and videos of game play) on any channel regardless whether private or public. You waive any rights to your prior inspection or approval of any marketing or promotional materials related to your app;
analyze Pico Store metrics in connection with your app (for example view counts, number of downloads, etc);
transmit or process your app across our services and software facilities (including the Developer Platform and/or the Pico Store), including for the use and storage of data within any database comprised in the Developer Platform and/or the Pico Store and the extraction and re-utilization of data therefrom, and the amendment or merging of the data or database, creating back-ups, information processing, network or other services relating to the Developer Platform and/or the Pico Store;
use, analyze or otherwise process the app in connection with any associated or interconnected networks, including the internet or intranet, or services provided by our Third Party Providers (defined below) (e.g. hosting, payment services, etc);
make improvements to the Developer Platform and/or the Pico Store; and
investigate your compliance with this Agreement and the Developer Documentation,
you or the relevant owner (as the case may be) may still own your app and the contents thereof and all the intellectual property therein (collectively "App Content"), save that you grant to us and our affiliates who operate the Developer Platform and Pico Store an unconditional irrevocable, non-exclusive, fully transferable, sublicensable, worldwide license, during the Publication Window, to use, modify, adapt, reproduce, make derivative works of, view, access, download, display, perform, sell, market, commercialize, publish and/or transmit, and/or distribute App Content in any format and on any platform, either now known or hereinafter invented, for the Pico Store Purposes. To avoid doubt, "App Content" shall include without limitation patents, trade marks, service marks, logos, get-up, trade names, goodwill and the right to sue for passing off or unfair competition, internet domain names, rights in designs, copyright (including rights in computer software), moral rights, database rights, rights in know-how and trade secrets, and other intellectual property rights in and to the app (or any part thereof, for example in its source/object code, graphic design, music recordings and other works, as well as accompanying documentation such as user manuals), in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
to the fullest extent necessary for us to enjoy the license in the preceding sub-paragraph, you waive and shall procure the waiver of any and all rights of privacy, publicity, moral (including "moral rights" defined under the Copyright Act 2021 of Singapore), or any other rights of a similar nature in connection with your app, or any portion thereof;
you agree and acknowledge that we may generate revenues, increase goodwill or otherwise increase our value from the listing of your app on the Pico Store, including without limitation through the sale of advertising, sponsorships, promotions, and usage data, and except as specifically permitted by us in this Agreement or in another written agreement you enter into with us, you shall have no right to share in any such revenue, goodwill or value whatsoever unless we expressly agree otherwise (which may be subject to such terms and conditions that we may specify); and
we shall have the right in our sole and absolute discretion to remove, disallow, block or delete any app from the Pico Store at any time, including without limitation where we consider that such app violates this Agreement, or in response to complaints from other users or third parties, with or without notice, and without any liability to you.
(collectively, the "Pico Store Purposes");
delivery of your app to end users; end user service and support
You agree and acknowledge that once your app is listed on the Pico Store, any user of our services (each an "End User") may purchase, download and install your app through the Pico Store according to the Pico Terms of Service or other Pico terms we may specify from time to time in connection therewith. Where an End User makes an order to purchase (regardless whether the price is zero) or download the app, you agree and acknowledge that:
each such order constitutes an offer by the End User to us;
Pico grants each End User a non-exclusive and non-sublicensable right and license to download, use and exploit the app for non-commercial and personal use via the Pico Store, provided that once the app is downloaded, End Users can use the app in any jurisdiction in the licensed territory (to the extent that such app is made available in such jurisdiction and such use is not prohibited or restricted by us) and can continue to use the app following the expiry or termination of the Term; and
we shall not be responsible for the failure of any End User to comply with the instructions of any user, technical, safety, or other manuals accompanying the app as prescribed by you, and we shall have no liability in connection with the End User's acts and omissions in using the app.
To the extent required under applicable laws, you must provide your own privacy policy in respect of your app. You are solely responsible for accurately disclosing the permissions necessary for your app to function on End User devices.
You shall be solely responsible for providing End Users with customer, warranty, maintenance, technical, or support services in connection with End Users' use of your app.
You shall be solely responsible for resolving any inquiries and complaints arising from End Users' use of your app.
To the maximum extent permitted under applicable law:
we shall not be liable to you or any other person for any claims, losses, liabilities, damages, costs or expenses attributable to any of your failure to perform your obligations to End Users as required under applicable laws, or claims that your app or End User's use of your app infringes intellectual property or other rights. In the event of any such claim, you, not Pico, shall be solely responsible for the investigation, defense, settlement and discharge of any such claim. To avoid doubt, Pico shall have no responsibility whatsoever for addressing any such claims relating to your app, including without limitation: (i) product liability claims; (ii) any claim that your app fails to conform to any applicable legal or regulatory requirement; and/or (iii) claims arising under consumer protection or similar legislation; and
you hereby waive all rights to, and undertake not to, commence any action against us in connection with the app.
billing plans and payment
We may list the app at the price(s) you have specified for your app in the Developer Platform using the "Billing Plan" feature. By adjusting the settings which we may make available to you on the Developer Platform, you may request for the app to be offered to End Users for free or on a paid basis, or set price tiers for subscription to your app. The Parties agree to enter into separate agreements if you decide to set price tiers for subscription to your app or offer your app on a paid basis.
Without prejudice to other rights available to us hereunder, we shall be entitled to collect and receive during the Term of this Agreement all payments made by End Users. Between you and us, all data in connection with or arising from any and all payments hereunder will be owned and controlled by Pico.
third party PROVIDERS
Where any product/service/content/functionality originates from or is provided by a third party (each a "Third Party Providers"), and any part of the Developer Platform and/or Pico Store displays, publishes, makes available, incorporates, interfaces with, interoperates with, integrates with, or links to any such product/service/content/functionality (each a "Third Party Element"), you acknowledge and agree that:
we are not responsible for the Third Party Element, and the fullest extent of our obligation in connection with any such Third Party Element is to only facilitate the making available of such Third Party Element (or part thereof) to you on a pass-through basis and "as received" by us. We have no control over and are not responsible for any Third Party Provider's performance or non-performance of any obligation in connection with any Third Party Element or arising in any other way;
Third Party Element is the sole responsibility of the person that makes it available, and we are not responsible for it, and we neither have control over the selection thereof, nor do we routinely monitor it. Any use by you of any Third Party Element on or through the Developer Platform and/or the Pico Store is entirely at your own risk. Third Party Elements may have their own terms and conditions, including privacy policies, over which we have no control and which will govern your rights and obligations with respect to the access and/or use thereof;
Third Party Elements are subject to availability and location serviceability, as well as this Agreement and any additional terms and conditions of the Third Party Providers as may be notified to you from time to time. We may, in our sole and absolute discretion, suspend, discontinue or terminate all or any part of the Developer Platform and/or Pico Store that may be affected, in the event that a Third Party Provider suspends, discontinues or terminates: (i) the Third Party Element; and/or (ii) its agreement(s) with us and/or you; and
where our Developer Platform and/or Pico Store contain links to Third Party Elements outside of our technology environment (for example links to sites and resources by Third Party Providers), such links are provided for your information only. Such links must not be interpreted as approval by us of those linked functionalities or information you may obtain from them. We do not endorse and are not responsible or liable for any content, advertising, products, services or materials on or available through such externally available Third Party Elements.
For example, we may rely on Third Party Providers to provide hosting services to you for the hosting and publication of your app on the Pico Store.
Intellectual Property Rights
You acknowledge and agree that Pico reserves and retains all right, title and interest in and to the Pico Store, Pico's APIs, all Pico products, technology, content, information, and services used in connection with the foregoing.
As between you and Pico, all content, materials, software, code, algorithm, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on, materials, and "look and feel" of the Developer Platform and Pico Store, and all intellectual property rights related thereto (the "Pico Content"), are either owned by or licensed to Pico, it being understood that you or your licensors will own the App Content of the app that you submit through the Developer Platform, unless such content is already owned by or licensed to us. Use of the Pico Content for any purpose not expressly permitted by this Agreement is strictly prohibited. Pico Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors', prior written consent.
We and our licensors reserve all rights not expressly granted to you in and to Pico Content. Nothing in this Agreement confers on you any rights to use "Pico" and any other trade marks, service marks, logos, get-up, trade names, goodwill, internet domain names, slogans, product names and designations and other proprietary indicia used as part of any of our services, all of which are and remain the property of Pico or the relevant owner(s).
Your use of Pico's trademarks, service logos, trade names, domain names, website names, and other distinguished brand features of Pico or its affiliates shall comply with our instructions.
If you choose to contribute by sending us any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively "Feedback"), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to us, you agree that:
Pico has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
Feedback is provided on a non-confidential basis, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
you irrevocably grant us perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
Pico Content
Feedback
privacy and user data protection
Our collection, use, and disclosure of any personal data you provide to Pico in connection with this Agreement is governed by our Privacy Policy (as amended from time to time).
If to any extent we disclose personal data to you:
such data is provided "as-is", and we make no representations and/or warranties in relation thereto;
you shall strictly use such data only for the purposes of fulfilling an order of the app by the individual to whom the personal data relates; and
you shall not use any such data for marketing purposes, unless you have at your own cost and expense, obtained the necessary consents or have any other lawful basis to use the personal data for such purposes. You shall not use any Singapore phone numbers to send any specified messages unless you have, at your own cost and expense, obtained all requisite consents and complied with all requirements of the Personal Data Protection Act 2012 of Singapore ("PDPA") for the sending of such messages.
You must not do or omit to do anything that will cause Pico to be in breach of the PDPA. In addition, you represent, warrant, and undertake to us that:
unless specifically instructed otherwise, you are not processing any personal data on Pico's behalf;
if you disclose any personal data to Pico, you have obtained all necessary consents from each individual to whom the personal data relates for the disclosure of such individual's personal data to Pico for Pico's collection, use and/or disclosure of such personal data for the purposes contemplated under this Agreement, and that such consents have not been withdrawn; and
you have at all times complied with and will continue to comply with the requirements of the PDPA applicable to yourself in respect of the collection, use, disclosure and other processing of personal data.
You agree and undertake to Pico that, to the maximum extent not prohibited by applicable law, you shall (at your own cost and expense) immediately notify Pico without undue delay (and in any event no later than 24 hours):
where you become aware of a breach of any of your obligations under this Agreement, of such breach;
of any complaint by, or request received, from: (i) any individual in relation to his/her personal data in connection with the Pico Store; or (ii) any relevant authority (including without limitation any authority or agency which has jurisdiction over Pico) ("Relevant Authority") in relation to personal data in connection with the Pico Store, including without limitation any access, correction, data portability or similar requests;
of any notification and/or commencement of any investigation by any Relevant Authority in relation to any Data Incident in connection with the Pico Store. "Data Incident" means any incident or circumstances which may, has/have resulted in, and/or which may reasonably give rise to any suspicion, in respect of personal data in each case whether transmitted, collected, used, disclosed, stored and/or otherwise processed, of: (i) destruction; (ii) loss; (iii) alteration; and/or (iv) unauthorized collection, use, disclosure, access, and/or processing;
of any circumstances which may suggest or indicate the occurrence of any Data Incident in connection with the Pico Store, including without limitation any Data Incident which is: (i) likely to result in significant harm or impact to individuals to whom the information relates; (ii) of a significant scale; and/or (iii) involving personal data of 500 or more individuals;
of any claim, allegation, undertaking process, expedited decision, or litigation in connection with any Data Incident in connection with the Pico Store; and/or
of you becoming aware of, learn of or suspect: (i) any collection, use or disclosure of any personal data collected in connection with this Agreement otherwise than as permitted under this Agreement or any misuse of any such personal data; (ii) any security breach in connection with this Agreement that could compromise the security or integrity of such personal data or otherwise adversely affect Pico or expose it to any claim; and/or (iii) any personal data collected in connection with this Agreement may have been or is at risk of having been disclosed to or obtained by any unauthorized person,
In the event that you have an obligation to notify Pico pursuant to a Relevant Event, you shall in each case of a Relevant Event:
provide Pico all information and assistance:
as Pico may request in relation thereto, including without limitation for Pico to verify the nature and veracity of the Relevant Event; and/or
as may be required by applicable law; and
in relation as the case may be to the investigation and remedy of any breach of security and any claim or litigation with respect to this unauthorized access, use or disclosure of personal data;
comply with Pico's directions and all reporting, notification and assessment requirements under applicable law (e.g. PDPA) in connection therewith;
adhere to and implement the steps set out in any incident response plan as may be amended or otherwise prescribed by Pico from time to time; and
not, without Pico's prior written consent, make any report(s) to any supervisory authority in connection with the Relevant Event (unless required under applicable law, in which case you shall notify Pico without undue delay of any such requirement). Without prejudice to the generality of the foregoing, you shall provide to Pico a copy of any report(s) submitted to the relevant supervisory authority by you.
Notwithstanding anything in this Agreement, Pico shall be entitled (but shall not be obliged) to: (a) monitor, screen, or otherwise control access to any activity or content on or through the Developer Platform and the Pico Store; (b) investigate any breach of this Agreement contained herein and take any action it deems appropriate; and/or (c) report any activity it suspects to be in violation of any applicable law to the appropriate authorities and to cooperate with such authorities.
(each, a "Relevant Event").
Confidentiality
You shall not provide to Pico any information that you consider confidential, and you agree that Pico shall not be subject to any confidentiality obligations or use restrictions related to information that you may from time to time provide to us in connection with this Agreement.
You acknowledge that to any extent you have access to and/or come across or may come into contact with Confidential Information (defined below) of Pico, you undertake to:
receive and maintain the Confidential Information in strict confidence and shall use the Confidential Information solely and exclusively in connection with the performance of this Agreement;
not, without the prior written consent of Pico, disclose to any person the Confidential Information; and
prevent the use or disclosure or reproduction of the Confidential Information, including by limiting access to the Confidential Information solely to persons who are bound to hold the Confidential Information in confidence pursuant to the terms of this Agreement, save that the foregoing shall not apply to any information which becomes generally known to the public after the date of this Agreement, other than by reason of any wilful or negligent act or omission of or any breach of or non-compliance with this Agreement by you, or any information which is required to be disclosed pursuant to any legal process issued by any court or tribunal in Singapore.
You agree and acknowledge that you shall have no right, interest or title over or in any of the Confidential Information of Pico, and that all intellectual property and other rights thereto shall remain vested in Pico.
"Confidential Information" means any non-public information that Pico designates as being confidential or which under the circumstances surrounding disclosure ought to be treated as confidential. Confidential Information includes any information which is proprietary or confidential, including: (a) trade secrets; (b) the confidential operations, processes, technology or inventions carried on or used by a person; (c) any information which is secret or confidential or which a business person may reasonably regard as secret or confidential, and which relates to a person's business, organization, finances, dealings, transactions or affairs, distributorship, franchise or other arrangements, principals, clients or vendors, or products or services, or their development, manufacture, clinical testing, analysis, marketing, or sale or supply; (d) a person's technology or designs, dealer's lists, vendor lists or marketing studies, drawings, notes or memoranda, budgets, accounts or financial statements or information, or documentation or manuals, and the information contained therein; (e) any secret or confidential information which relates to any of the transactions or affairs of a person's principals, clients or vendors; or (f) any information or material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone. To avoid doubt, all authentication procedures and data to which you gain access or which is provided to you in connection with your use of the Developer Platform is the Confidential Information of Pico and proprietary to Pico.
Termination
- Pico may terminate this Agreement, at any time, for any reason or no reason, including: (a) your breach of your obligations under this Agreement; or (b) if in Pico's sole and absolute discretion termination is necessary to mitigate legal or security risk(s). Termination shall have immediate effect save that the sections titled "Intellectual Property Rights", "Privacy and User Data Protection", "Confidentiality", "Termination", "Warranty Disclaimer", "Limitation of Liability", "Indemnity" and "Miscellaneous" of this Agreement, and those rights or obligations of the parties hereto in this Agreement which are expressly or by implication intended to survive termination or expiry, shall survive and continue to bind the parties, their respective successors, and assigns.
Warranty Disclaimer
THE PICO CONTENT, THIRD PARTY ELEMENTS, DEVELOPER PLATFORM, PICO STORE, AND SERVICES UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND WE MAKE NO WARRANTY OR REPRESENTATION TO YOU WITH RESPECT TO THEM. IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT:
ANY PICO CONTENT, THIRD PARTY ELEMENTS, DEVELOPER PLATFORM, PICO STORE, AND/OR ANY OF THE SERVICES WILL MEET YOUR REQUIREMENTS;
ANY PICO CONTENT, THIRD PARTY ELEMENTS, THE DEVELOPER PLATFORM, PICO STORE, AND/OR ANY OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF ANY PICO CONTENT, THIRD PARTY ELEMENTS, DEVELOPER PLATFORM, PICO STORE, AND/OR ANY OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND/OR
DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE PICO CONTENT, THIRD PARTY ELEMENTS, DEVELOPER PLATFORM, PICO STORE, AND/OR ANY OF THE SERVICES WILL BE CORRECTED.
THE PICO CONTENT, THIRD PARTY ELEMENTS, DEVELOPER PLATFORM, PICO STORE, AND/OR ANY OF THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.
WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, ORAL OR IN WRITING, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, SATISFACTORY QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, CURRENCY, RELIABILITY, PERFORMANCE, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMANCE WITH DESCRIPTION, CONTINUED AVAILABILITY, OR INTER-OPERABILITY WITH OTHER SYSTEMS OR SERVICES, AND NO SUCH WARRANTY OR REPRESENTATION IS GIVEN IN CONJUNCTION WITH PICO CONTENT, APP CONTENT, THIRD PARTY ELEMENTS, THE DEVELOPER PLATFORM, PICO STORE, AND/OR ANY OF THE SERVICES. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR SERVICES FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE TO YOU FOR:
ANY: (i) LOSS OF BUSINESS; (ii) LOSS OF GOODWILL; (iii) BUSINESS REPUTATION; (iv) BUSINESS INTERRUPTION; (v) LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY); (vi) LOSS OF GOODWILL; (vii) LOSS OF OPPORTUNITY; (viii) LOSS OF DATA SUFFERED BY YOU; AND/OR (ix) INDIRECT OR CONSEQUENTIAL LOSSES WHICH MAY BE INCURRED BY YOU; AND/OR
ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:
ANY CHANGES WHICH WE MAY MAKE TO PICO CONTENT, APP CONTENT, THIRD PARTY ELEMENTS, DEVELOPER PLATFORM, PICO STORE, AND/OR ANY OF THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF ANY OF THE SAME (OR ANY FEATURES THEREIN);
THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED OR UPLOADED BY OR THROUGH YOUR USE OF PICO CONTENT, APP CONTENT, THIRD PARTY ELEMENTS, THE DEVELOPER PLATFORM, PICO STORE, AND/OR ANY OF THE SERVICES;
YOUR FAILURE TO PROVIDE US WITH ACCURATE INFORMATION (INCLUDING WITHOUT LIMITATION APP INFORMATION OR ACCOUNT INFORMATION); AND/OR
YOUR FAILURE TO KEEP YOUR ACCESS CREDENTIALS SECURE AND CONFIDENTIAL.
THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF PICO CONTENT, APP CONTENT, THIRD PARTY ELEMENTS, DEVELOPER PLATFORM, PICO STORE, AND/OR ANY OF THE SERVICES, INCLUDING TEXT-MESSAGING AND DATA CHARGES. IT IS YOUR RESPONSIBILITY TO ASK YOUR SERVICE PROVIDER BEFORE USING THE SERVICES.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF PICO CONTENT, APP CONTENT, THIRD PARTY ELEMENTS, DEVELOPER PLATFORM, PICO STORE, AND/OR ANY OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, INTELLECTUAL PROPERTY RIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
TO THE EXTENT NOT EXCLUDED AND/OR TO THE EXTENT NOT LAWFULLY EXCLUDED, IN NO EVENT SHALL PICO'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS, SUITS, DEMANDS, ACTIONS OR OTHER LEGAL PROCEEDINGS IN CONNECTION WITH THESE TERMS, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, NEGLIGENCE, TORT, OR OTHERWISE, EXCEED (A) THE TOTAL AMOUNT PAID BY PICO TO YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; (B) IF THE TERM OF THIS AGREEMENT IS LESS THAN TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, THEN THE TOTAL AMOUNT PAID BY PICO TO YOU UNDER THIS AGREEMENT; OR (C) SGD [100] IF YOU OFFER ALL YOUR APPS FOR FREE.
Indemnity
- To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Pico and its subsidiaries, affiliates, licensors or other partners from and against any third-party claim, suit or action including any liability, losses, damages (actual and/or consequential), expenses, litigation costs and reasonable attorney fees, of every kind and nature arising from or in any way related to your: (a) breach of this Agreement; (b) violation of the applicable term of use and/or privacy policy of your application; and/or (c) violation of applicable laws.
Miscellaneous
The headings of all terms under this Agreement are inserted for the ease of reading only, with no actual meaning, and shall not be deemed as the basis for the interpretation of the meanings of this Agreement.
Governing Law and Dispute Resolution: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The law governing the arbitration agreement in this arbitration clause shall be Singapore law. The seat and venue of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
Assignment/Novation: This Agreement is personal to you and shall not be assigned or novated either as to the whole or any part thereof, without our prior written consent. We may, by notification to you, assign or novate the whole or any part of this Agreement to any party, and you shall be deemed to have consented to such assignment or novation, which shall be effective on the date that we notify you.
Entire Agreement: This Agreement and any documents and/or schedules incorporated by reference herein shall constitute the entire agreement between you and Pico in respect of your participation in the Developer Platform and publication of your app on the Pico Store. This Agreement shall supersede and extinguish any prior agreements and understandings, whether written or oral in respect of the matters forgoing. Neither party has entered into this Agreement in reliance upon, nor shall either party have, any claim or remedy in respect of any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision made by or on behalf of the other party, any of its representatives or any other person which is not expressly set out in this Agreement. Pico's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Further Assurance: Each party shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this Agreement, and to give the other party the full benefit of this Agreement.
No Partnership: The parties hereto are independent contractors, and nothing in this Agreement shall create, or be deemed to create, a partnership between the parties.
No Waiver: No failure or delay on the part of Pico to exercise any right, power, privilege or remedy under this Agreement shall operate or be construed as a waiver thereof nor shall any single or partial exercise by Pico of any right, power, privilege or remedy preclude any further or other exercise of any other right, power, privilege or remedy. The rights, powers, privileges and remedies provided herein are cumulative and are not exclusive of any rights, powers, privileges or remedies at law or in equity.
Severability. If any court of law, having jurisdiction to decide on this matter, rules that any provision of this Agreement is illegal or invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement, and the remaining provisions of this Agreement shall continue to be valid and enforceable.
Third Party Rights: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of this Agreement.