LLMSource Pte. Ltd.
Terms of Service

This Agreement takes effect when Customer accepts it by checking the acceptance checkbox and remains in force until 30 days after the date on which Company delivers the Report to Customer.

Company will provide the Services to Customer on the terms of this Agreement.

Notwithstanding the foregoing, Company may refuse to provide any Services to Customer without proffering any reason to Customer for the refusal, and Company will refund Customer any payment that Customer has made.

Company will perform the Services with reasonable care and skill.

Company controls the methods, tools and personnel that it uses to perform the Services. This Agreement does not grant Customer any right to access or use the Company Platform.

Company may subcontract all or any part of the Services. Company will remain responsible for the acts and omissions of its subcontractors.

Company will deliver the Report in electronic form, either by email to Customer’s email address designated for the receipt of notices or by a secure online link notified to that email address. Company will use reasonable efforts to deliver the Report within 3 business days after receiving the Fee. The Report will be deemed accepted by Customer on delivery. The Report will reflect the Customer Website and the responses of AI Systems at the time of assessment only. Company has no obligation to update the Report.

Upon receipt of the Report and during term of this Agreement, Customer may submit questions and support requests on the Report.

Customer will promptly provide all information, materials, cooperation and decisions that Company reasonably requests. Customer’s provision of information is not a condition of delivery of the Report. Where Customer does not provide information, Company will perform the Services on the basis of the publicly accessible pages of the Customer Website and other publicly available sources.

The Services are rendered complete once the Report is delivered to Customer, regardless of Customer’s commercial outcome.

Upon accepting this Agreement, Customer will pay the Fee in advance to Company in the amount and currency stated on the payment page.

The Fee is exclusive of taxes. In addition to the Fee, Customer will pay applicable taxes and duties, including withholding tax and all other taxes payable under any applicable law, but excluding taxes imposed on Company’s net income. If Customer is legally required to deduct or withhold any amount, Customer will gross up its payment such that Company receives the full amount stated on the payment page. Taxes may be calculated, collected, and remitted on behalf of Company by its payment processor.

All fees and charges are non-refundable unless expressly stated in this Agreement.

Company and its licensors own all Intellectual Property Rights in Company Materials, and all improvements, modifications, and derivatives of Company Materials.

Customer owns all Intellectual Property Rights in Customer Materials. Customer grants Company a non-exclusive, royalty-free licence to use Customer Materials to perform the Services and to exercise its rights under this Agreement.

Company owns all Intellectual Property Rights in the Report. Subject to full payment of the Fee, Company grants Customer a non-exclusive, non-transferable licence to use the Report for Customer’s internal business purposes, including implementing the Recommendations on its own and/or through a third party engaged by Customer to develop and maintain the Customer Website.

Customer will not, and will not permit any person to:

Customer acknowledges that Company’s methodologies, scoring logic, prompts, algorithms, and analytical frameworks constitute trade secrets, and will not attempt to observe, discover, or reconstruct any of them, whether from the Report or otherwise.

Customer may quote factual findings from the Report in its internal and external communications.

Company may use data derived from the Services that are aggregated or anonymised for any purpose, including to improve the Company Materials. Such data will not identify Customer or any individual. Company owns all such derived data.

If Customer provides any suggestion, comment, or idea about the Services or Company Materials, Customer hereby assigns to Company all Intellectual Property Rights in it, and Company may use it freely and without obligation to Customer.

Nothing in this Agreement restricts Company from providing similar services to others or from using the general skills, know-how and experience gained from performing the Services.

During and after the term of this Agreement, each party will:

A party may not disclose Confidential Information of the disclosing party to any third party except:

The foregoing obligations do not apply to any Confidential Information that:

Save as provided in Clause 6.2, the Services involve the exchange of business contact information only, namely, names, titles, business addresses, business email addresses and business telephone numbers of a party’s personnel. Company may disclose Customer’s business contact information to a payment processor that it engages to collect the Fee.

Customer acknowledges that where the Customer Website or the response of an AI System mentions an individual, the Report may incidentally reference that individual and therefore may contain that individual’s personal data.

Each party will comply with all applicable data protection and privacy laws in connection with its use of personal data under this Agreement.

Customer grants Company a non-exclusive, royalty-free licence to use Customer’s name and logo, and anonymised or summarised findings from the Report, in Company’s marketing materials, website and case studies, and consents to being invited by Company to participate in a case study. Customer may withdraw this licence at any time by email to [email protected], and Company will cease new uses within 30 days of receiving that email. Company will obtain Customer’s written approval before publishing any case study that quotes Customer’s personnel or discloses Customer’s non-public information.

Each party warrants that it has full power and authority to enter into and perform this Agreement.

Customer warrants that it owns or controls the Customer Website, and that it is authorised to grant the access and licence given under this Agreement.

The Services and Report are provided on an ‘as is’ and ‘as available’ basis, without warranty of any kind. To the fullest extent permitted by law, Company disclaims all other warranties, representations, conditions, and terms of any kind, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy and any warranty arising from a course of dealing or usage of trade.

Customer acknowledges that AI Systems are operated by third parties. Their outputs are probabilistic, change without notice and are outside Company’s control. Accordingly, Company does not warrant or guarantee:

Any statement, projection, or recommendation made by Company outside this Agreement is non-binding.

The Report is not legal, regulatory, financial or security advice, or professional opinion. Customer is solely responsible for all decisions made in reliance on it.

Customer will indemnify Company against any and all losses, liabilities, demands, claims, damages, costs, and expenses arising from:

Nothing in this Agreement operates to exclude or limit liability for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

To the fullest extent permitted by law, and subject only to Clause 8.1, Company’s liability for any loss connected with this Agreement is limited to direct loss, which is subject to the limitation stated in Clause 8.3. This limitation governs regardless of the legal basis of the claim, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, regardless of foreseeability, regardless of whether Company was advised of the possibility of the loss, and regardless of whether a remedy provided elsewhere in this agreement fails of its essential purpose. Company bears no liability to Customer whatsoever for any of the following losses:

Company’s total aggregate liability to Customer, however arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the Fee paid by Customer to Company.

Customer acknowledges and agrees that the exclusions and limitations set out in Clause 7 and Clause 8 constitute a reasonable allocation of risk having regard to the nature and price of the Services, that they are fundamental to the basis of the bargain between the parties, and that Company would not provide the Services upon any other terms.

Any claim arising out of or in connection with this Agreement will be brought within 12 months of the event giving rise to it, failing which the claim will be barred absolutely, to the fullest extent permitted by law.

Any claim or award that Customer may have against Company will be pursued against Company alone, and not against any officer, director, employee, agent, licensor, or affiliate of Company personally.

If any exclusion or limitation is unenforceable within a particular jurisdiction, liability will be limited to the maximum extent permitted by the law of that jurisdiction.

Either party may immediately terminate this Agreement for cause upon written notice to the other party in any of the following circumstances:

All rights and obligations of the parties will cease to have effect immediately upon termination of this Agreement except that termination will not affect:

Upon termination of this Agreement:

Clauses 4, 5, 6, 7, 8, 9, 10, 11, 12, and any other provision that by its nature is intended to survive, will survive termination of this Agreement.

This Agreement is governed by and construed in accordance with the laws of Singapore. In case of any dispute, a party will give the other party written notice describing the dispute and the relief sought, and the parties will endeavour to resolve the dispute by consultation between their senior representatives. If settlement is not reached by consultation within 14 days from the date of commencement of such consultation, either party may refer the dispute for arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration will be Singapore. The tribunal will consist of a sole arbitrator jointly appointed by the parties. The language of the arbitration will be English.

Nothing in Clause 10.1 will preclude Company from seeking injunctive or other equitable relief in any court of competent jurisdiction for the protection of its intellectual property or Confidential Information within Customer’s domicile or establishment jurisdiction.

Force majeure. Company will not be liable for any failure or delay in performing its obligations occasioned by any event beyond its reasonable control, including any act of God, epidemic, war, terrorism, civil unrest, labour dispute, governmental action, internet, utility, or infrastructure failure, denial of service attack, and any act or omission of an AI System, or a hosting provider. Where any such event continues for more than 7 consecutive days, either party may terminate this Agreement with immediate effect by written notice to the other party, and Company will refund Customer any prepaid Fee for Services not performed.

Relationship. The parties are independent contractors. Nothing in this Agreement will be construed as creating any partnership, joint venture, agency, fiduciary, or employment relationship, and neither party will have authority to bind the other party.

Third party rights. A person who is not a party to this Agreement will not have any right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any provision of it.

Assignment. Neither party will assign this Agreement or any right hereunder without the prior written consent of the other party, which will not be unreasonably withheld.

Waiver. No waiver will be effective unless made in writing. A waiver granted on one occasion will not operate as a waiver on any other occasion, and no failure or delay in exercising any right will constitute a waiver of it.

Severability. Where any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and severed to the extent that it is not. The remaining provisions will continue in full force and effect.

Entire agreement. This Agreement is the entire agreement between the parties regarding the subject matter of this Agreement. It supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral, relating to the same subject matter. Customer acknowledges that it has not relied upon any statement not set out in this Agreement.

Amendment. Company may amend this Agreement at any time by publishing a new version on its website. A new version will take effect on the date of its publication and will apply to all Services, save that it will not increase the Fee or materially reduce any Services for which Customer has paid. Company will notify Customer by email of any amendment that materially affects Customer’s rights or obligations.

Notices. Any notice, document, request, or demand to a party will be in writing in the English language and delivered by hand, courier, registered post, or email to such party as follows:

To Company: 750D Chai Chee Road #06-01 ESR BizPark @ Chai Chee Singapore 469004; [email protected]

To Customer: At the email address that Customer entered on the payment page

Each party has had the opportunity to review this Agreement and to seek independent legal advice prior to acceptance. This Agreement will not be construed more strictly against a party by reason of that party having prepared it.

The following terms will bear the meanings set out below.

Headings are inserted for convenience only and will not affect construction. The word “including” and words of similar import will be construed as meaning including without limitation. Words importing the singular include the plural and vice versa. A reference to any law includes that law as amended, consolidated, or re-enacted from time to time. A reference to a Clause is a reference to a clause of this Agreement. Words applicable to natural persons include any person, company, corporation, firm or partnership, corporate or incorporate, and will include a reference to that person’s legal representative, personal representative, successors and permitted assigns.