Terms of Service

USE OF THE APPLICATION SERVICES (AS DEFINED BELOW) PROVIDED BY MIXPANEL, INC. (“MIXPANEL”) AND REFERENCED HEREIN IS GOVERNED BY THE TERMS OF THIS MASTER SERVICES AGREEMENT (“AGREEMENT”). BY ACCEPTING THESE TERMS BELOW OR BY USING MIXPANEL’S APPLICATION SERVICES IN ANY MANNER, YOU AND THE ENTITY YOU REPRESENT AND ANY AFFILIATE OF SUCH ENTITY INCLUDED IN THE SCOPE OF YOUR IMPLEMENTATION OF THE APPLICATION SERVICES (COLLECTIVELY, “Client”) AGREE THAT YOU HAVE THE AUTHORITY TO BIND Client TO THESE TERMS AND HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE MIXPANEL’S APPLICATION SERVICES. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. THIS AGREEMENT IS ENTERED INTO AS OF THE DATE YOU ACCEPT THESE TERMS OR USE THE APPLICATION SERVICES (“EFFECTIVE DATE”).

Definitions
TON Solution Pte. Ltd., registration number: 202407833E with registered address at
68 Circular Road, #02-01, 049422, Singapore, shall in these general terms and conditions be referred to as TON Solutions.
The other party shall in these general terms and conditions be referred to as Client.
The agreement in the context of these general terms and conditions means the agreement based on which TON Solutions against payment performs work for Client to which these general terms and conditions are declared applicable.

2. Use of Application Services.
   Subject to the terms of this Agreement, TON Solutions grants to Client a limited, non-exclusive, non-transferable, revocable right to access and use the Application Services solely for Client’s internal business purposes and not for resale or further distribution. Client’s right to access and use the Application Services shall be subject to Client’s compliance with the terms and conditions contained herein and limited to the Subscription Plan and the Subscription Term purchased by Client.

2.1 Authorized Users. Subject to the limits of the applicable Subscription Plan, Client may allow its Authorized Users to access and use the Application Services; provided Client shall be responsible for the acts and omissions of its Authorized Users in compliance with Client’s obligations under this Agreement.

2.2 Subscription Plans.
The Application Services are provided through existing and Subscription Plans. For all Subscription Plans: a “Data Point” or “Event” shall mean a JSON object comprised of an event (string) and a dictionary of properties (object) that is stored by the Application Services; a “User Profile” shall mean a JSON object comprised of an identifier or identifying string intended to indicate a unique user and a dictionary of properties (object) that is stored by the Application Services; and a “Monthly Tracked User” or “MTU” shall mean a unique identifier sent with at least one Data Point to the Application Services in a calendar month.
The Information about current Subscription Plans can be found in the Billing sections of the User Account or in the documentation by the link below https://docs.ton.solutions

2.3 Free Services. TON Solutions offers free Subscription Plans at no cost that have limited features, functionality, and volume tiers, for specified Subscription Terms. TON Solutions reserves the right to modify the free Subscription Plans at any time in its sole discretion or even discontinue, suspend, or terminate them entirely, without prior notice to Client.

3 Applicability of General Terms and Conditions
These terms and conditions apply to all services by or on behalf of TON Solutions to which it has declared these terms and conditions applicable, insofar as these terms and conditions have not been explicitly deviated from in writing.
The conditions also apply to actions by third parties engaged by TON Solutions in the context of the agreement.
The latest version of these general terms and conditions applies.
The Client's general terms and conditions do not apply.
If one or more provisions in these general terms and conditions are at any time wholly or partially invalid or should be declared void, then the remaining provisions in these general terms and conditions remain fully applicable.
TON Solutions has the right to unilaterally change these conditions if deemed necessary. The latest version shall always be made available to the Client for approval.

4 Offer
If no acceptance period is stated in the offer, the offer expires after 14 calendar days.
TON Solutions cannot be held to its offer if the Client could reasonably understand that the offer, or a part thereof, contains an obvious mistake or error.
An offer or quotation does not automatically apply to follow-up orders.

5 Rates and Payments
The agreement is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
Rates stated in the offer are exclusive of VAT. The offer states the price of the chosen plan.
If the Client requests work to be done that is not included in the package as indicated in the offer, consultation is required. If TON Solutions is willing to perform this work, it can be purchased at an additional cost.
The obligation to pay arises upon acceptance of the offer, even if services are not used for the entire term of the package.
In principle, TON Solutions invoices in advance via a one-off payment or via payment in installments, unless additional work is requested. TON Solutions has the right to suspend the work until a (next) payment has been made.
If the Client chooses to pay by wire transfer, TON Solutions is entitled to charge a surcharge.
Rates agreed upon when entering into the agreement are based on the price level applied at that time. TON Solutions has the right to adjust the fees at any time if changes of circumstances so require. If TON Solutions changes the rates within the term of a plan, the Client is entitled to dissolve the agreement.
Invoices must be paid within 14 calendar days after the invoice date unless parties have made other agreements in writing or if a different payment term is stated on the invoice.
If Client defaults timely payment of an invoice, direct debit fails, payment is withdrawn without good reason or payment is reversed within the term of the chosen plan, Client is in default after sending a one-off reminder or notice of default and owes statutory interest by operation of law. The interest on the claimable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
If Client is in default regarding the fulfillment of his obligations, all reasonable costs incurred in obtaining satisfaction out of court will be borne by Client.
In the event of liquidation, bankruptcy, attachment of pay or suspension of payment, any claim of TON Solutions shall be due and payable immediately.

6 Provision of Information
The client will make all information relevant to the execution of the assignment available in good time to TON Solutions.
The client is responsible for the accuracy, completeness, and reliability of the information provided, even if it originates from third parties. TON Solutions will treat all data confidentially.
Client indemnifies TON Solutions against any damage resulting from non-compliance with the provisions of this article.

7 Execution of the Agreement
TON Solutions performs the chosen service to the best of its knowledge and ability. She is not liable for failure to achieve the result that the Client intended.
TON Solutions services are supported by most browsers. The client is advised to contact TON Solutions when in doubt about appropriate system requirements.
An account may be used for the number of websites as described in the plan.
The client is responsible for the implementation of the embed script.
If the Client has not yet reached the age of 18 years, consent of parents or guardians is required before purchasing a plan.

8 Changes and Cancellation
A plan is purchased for the indicated term and can be canceled monthly after this first term. Renewals of an enterprise plan cannot be terminated prematurely.
If Client wishes to dissolve the agreement during the first term, Client is obliged to pay the costs for the entire agreed period.
The client may try out TON Solutions services free of charge for an agreed period of time. If a plan is purchased after this trial period, it cannot be revoked free of charge after acceptance of the offer, unless otherwise agreed.
TON Solutions is entitled to adjust, expand, delete, or change functionalities. This may mean that certain functionalities are no longer available at a certain time, or that TON Solutions no longer works on certain operating systems or (mobile) devices. This does not entitle the Client to a refund of the amount already paid unless otherwise agreed.
If the Client exceeds the limit stated in his chosen plan, TON Solutions is entitled to transfer the Client to the more expensive plan. This is based on an average over a period of three months. If services have not yet been used for three months, the average is calculated based on the used time frame.

9 Force Majeure
In case of force majeure, parties are entitled to interrupt or postpone the agreement. Force majeure occurs, inter alia, if the execution of the agreement, whether or not temporarily, is prevented by circumstances beyond the parties' control.
If a situation as described in the first paragraph of this article occurs, or other circumstances occur that temporarily prevent the agreement from continuing, obligations will be suspended as long as the parties cannot meet their obligations. In such a situation, the parties jointly look for a solution. If this situation continues without an appropriate solution, both parties have the right to terminate the agreement in writing without cancellation. The costs incurred and hours worked up to that point become immediately due and payable.
If the services of TON Solutions are not available for more than 7 days, the Client is entitled to terminate his agreement. TON Solutions does not owe any additional compensation in such cases.

10 Liability for Damage
TON Solutions is not liable for damages resulting from this agreement unless the damage was caused intentionally or resulted from gross negligence.
TON Solutions is not liable for damages caused by incorrect or incomplete information provided by or on behalf of the Client.
TON Solutions is not liable for any consequences of electronic communication, including but not limited to, manipulation, interception by third parties, or transmission of viruses.
TON Solutions is also not liable for other situations that are beyond its reach, including hacks.
The client remains at all times responsible for the application or implementation of knowledge or actions as acquired during an agreement.
TON Solutions is not liable for complications arising from the use of TON Solutions services.
TON Solutions will delete an account 90 days after the cancellation of a plan. The client is responsible for making or requesting a backup if desired.
The client is responsible for the actions that are performed using his TON Solutions user account, including abuse.
In the event that TON Solutions owes Client compensation, the damage will not exceed the amount invoiced by TON Solutions to Client in the three months prior to the damage arising, unless the law stipulates otherwise. If invoiced per year, the damage shall not exceed a quarter of the annual amount.
Client acknowledges that TON Solutions cannot be held liable by third parties for claims related to the services and goods provided by TON Solutions.

11 Intellectual Property
Intellectual property rights relating to the knowledge, services, and other data made available to the Client by TON Solutions during the term of the agreement rest with TON Solutions. The client is expressly not permitted to reproduce, publish, or make available to third parties the material and documentation without prior permission. The Client's data remains the property of the Client at all times.
A login is personal and is only to be used by the Client. The client is not permitted to allow others to use his login or to make it available to third parties without the prior, explicit consent of TON Solutions.
Any act in violation of the provisions of this article is considered an infringement of copyright.
In the event of infringement, TON Solutions will be reimbursed at least three times the regular fee for such use, without losing any right to compensation for other damage suffered.

12 Special Provisions
Both parties are obliged to maintain confidentiality of all confidential information that they have obtained under their agreement. The client is referred to the privacy statement for more information. This obligation does not apply insofar as TON Solutions has a legal or professional obligation to disclose.
Because TON Solutions services are delivered online and maintenance is required every now and then, TON Solutions cannot guarantee that the Client can use the services at any given time.
If the services of TON Solutions are temporarily unavailable and the Client is demonstrably inconvenienced as a result, the Client can claim the damage, with a maximum of 50% of the amount invoiced in the month that the services are unavailable. If invoiced per year, this amount is divided by 12 for the relevant monthly amount.

13 Complaints
The client is obliged to report complaints about offers, invoices, and/or delivered services within 7 calendar days after the complaint has arisen to TON Solutions in writing and with reasons. TON Solutions strives to respond substantively to complaints within 7 calendar days.
Submitting a complaint does not suspend the payment obligation.

14 Dispute Resolution
These general terms and conditions are subject to Singapore law. In the event of
Parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Disputes will only be settled in the district in which TON Solutions is located unless otherwise required by law.
Contrary to the legal limitation periods, the limitation period of all claims and defenses against TON Solutions and third parties involved is 12 months.