This Terms of Use Agreement (hereinafter referred to as the "Agreement," "Terms," or "ToU") constitutes a legally binding contract between you, whether personally or on behalf of an entity ("Client," "You," or "Your"), and NEXUS REALM PTE. LTD., a company incorporated in Singapore, having its registered office at 60 PAYA LEBAR ROAD, #08-10, PAYA LEBAR SQUARE, SINGAPORE 409051 (hereinafter referred to as "NEXUS REALM PTE. LTD.," "Company," "We," "Us," or "Our").
This Agreement governs Your access to and use of the NEXUS REALM PTE. LTD. website, including any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the "Website"), and all services provided by NEXUS REALM PTE. LTD., including but not limited to digital advertising campaign management, user acquisition services, creative asset production, data analytics, and consulting services (collectively, the "Services").
By accessing the Website, registering for an account, or otherwise using the Services, You acknowledge that You have read, understood, and agree to be bound by all of the terms and conditions contained in this Agreement. If You do not agree with all of the provisions of this Agreement, You are expressly prohibited from using the Website and the Services, and You must discontinue use immediately.
Supplemental terms and conditions, specific service agreements, statements of work ("SOW"), or insertion orders ("IO") may be presented to You in connection with specific Services. Such supplemental terms are hereby incorporated into this Agreement by reference. In the event of a conflict between this Agreement and any supplemental terms, the supplemental terms shall control with respect to the specific Service to which they apply.
We reserve the right, in Our sole discretion, to make changes or modifications to this Agreement at any time and for any reason. We will alert You about any changes by updating the "Effective Date" of this Agreement, and You waive any right to receive specific notice of each such change. It is Your responsibility to periodically review this Agreement to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Agreement by Your continued use of the Services after the date such revised Agreement is posted.
For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:
"Account" refers to the secure, password-protected account created by a Client to access and use certain features of the Services and the Platform.
"Advertising Materials" means any and all content, graphics, text, video, data, links, or other materials provided by the Client for use in an Advertising Campaign, including but not limited to game builds, ad copy, images, and brand guidelines.
"Advertising Campaign" or "Campaign" refers to a specific marketing or advertising initiative undertaken by NEXUS REALM PTE. LTD. on behalf of the Client as detailed in an applicable SOW or IO.
"Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the power to direct the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
"Applicable Law" means all applicable statutes, laws, ordinances, regulations, rules, codes, orders, constitutions, treaties, common law, judgments, decrees, or other requirements of any federal, state, local, or foreign government or political subdivision thereof, or any court or tribunal of competent jurisdiction.
"Client Content" means all Advertising Materials, data, information, and other intellectual property provided by the Client to NEXUS REALM PTE. LTD. for the purpose of receiving the Services.
"Company Materials" means all materials, methodologies, software, technology, know-how, and intellectual property owned or licensed by NEXUS REALM PTE. LTD. and used to provide the Services, including the Platform, AI engine, and Deliverables.
"Confidential Information" has the meaning set forth in Section 8 of this Agreement.
"Deliverables" means the reports, analytics, summaries, and other materials prepared by NEXUS REALM PTE. LTD. for the Client as a result of the Services performed.
"Fees" means the fees payable by the Client to NEXUS REALM PTE. LTD. for the Services, as set forth in an applicable SOW, IO, or pricing plan.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
"Platform" means NEXUS REALM PTE. LTD.'s proprietary software platform, dashboards, and tools, including its AI-powered bidding and optimization engine, used to manage and execute Campaigns and provide analytics.
"Third-Party Platforms" means external advertising networks, social media platforms, ad exchanges, and other media channels where Advertising Campaigns are executed (e.g., Google, Meta, TikTok, Unity Ads, etc.).
NEXUS REALM PTE. LTD. provides a comprehensive suite of digital marketing and advertising services tailored for the gaming industry. The specific scope of Services to be provided to a Client will be detailed in a mutually executed SOW or IO. The Services may include, but are not limited to:
2.1. User Acquisition (UA) Services: We will plan, execute, manage, and optimize digital advertising Campaigns across various Third-Party Platforms with the objective of acquiring new users for Your games and applications. This includes audience targeting, media planning, budget management, and performance bidding.
2.2. Creative Production and Optimization: Our team may develop and produce creative assets for use in Campaigns, such as video advertisements, playable ads, static banners, and social media content. We will conduct testing and analysis to optimize the performance of these creative assets.
2.3. Data Analytics and Reporting: We will provide Clients with access to performance data and analytics related to their Campaigns through Our Platform or via standard reports. These Deliverables will provide insights into key performance indicators (KPIs) such as cost per install (CPI), return on ad spend (ROAS), lifetime value (LTV), and other relevant metrics.
2.4. Ad Monetization (IAA) Consulting: We may provide strategic advice and operational support to help Clients optimize their in-app advertising revenue. This includes guidance on ad network mediation, waterfall management, eCPM optimization, and ad placement strategy.
2.5. Strategic Consulting: We may offer specialized consulting services related to market entry, competitive analysis, brand positioning, and overall growth strategy for game developers and publishers.
3.1. Account Registration: To use certain Services, You may be required to register for an Account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
3.2. Account Security: You are solely responsible for safeguarding Your Account password and for any and all activities or actions that occur under Your Account, whether or not You have authorized such activities or actions. You agree to notify NEXUS REALM PTE. LTD. immediately at [email protected] of any unauthorized use of Your Account or any other breach of security. NEXUS REALM PTE. LTD. cannot and will not be liable for any loss or damage arising from Your failure to comply with this security obligation.
3.3. Authority: If You are creating an Account or using the Services on behalf of an entity, You represent and warrant that You have the legal authority to bind that entity to this Agreement.
3.4. Cooperation: You agree to cooperate fully with NEXUS REALM PTE. LTD. in connection with the provision of the Services. This includes providing timely access to necessary Client Content, technical resources (e.g., for SDK integration), and personnel. You acknowledge that any delays on Your part may impact Campaign timelines and performance, and NEXUS REALM PTE. LTD. shall not be held liable for such delays.
4.1. Compliance with Laws: You represent and warrant that You will comply with all Applicable Laws in connection with Your use of the Services. This includes, without limitation, laws related to data privacy and protection (e.g., GDPR, CCPA), intellectual property, advertising, and consumer protection. You are solely responsible for ensuring that Your game, applications, and all Client Content comply with the laws of the jurisdictions in which they are made available.
4.2. Compliance with Third-Party Platform Policies: You acknowledge that all Campaigns are subject to the terms, conditions, and advertising policies of the respective Third-Party Platforms on which they run. You are responsible for ensuring that all Client Content and Advertising Materials comply with these policies. NEXUS REALM PTE. LTD. shall not be responsible for the rejection or removal of any advertisement by a Third-Party Platform.
4.3. Prohibited Content: You agree not to provide, upload, or transmit any Client Content or Advertising Materials that:
Infringes upon, misappropriates, or violates a third party's Intellectual Property Rights or rights of publicity or privacy;
Is deceptive, fraudulent, false, or misleading;
Is defamatory, obscene, pornographic, vulgar, or offensive;
Promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;
Is violent or threatening or promotes violence or actions that are threatening to any person or entity;
Promotes illegal or harmful activities or substances;
Contains any viruses, adware, spyware, worms, or other malicious code;
Violates any Applicable Law or regulation.
4.4. Prohibited Conduct: In connection with Your use of the Website and Services, You agree not to:
Access, tamper with, or use non-public areas of the Website, Platform, or Our computer systems;
Attempt to probe, scan, or test the vulnerability of any NEXUS REALM PTE. LTD. system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by NEXUS REALM PTE. LTD. or any of Our providers to protect the Services;
Use any automated means or form of scraping or data extraction to access, query, or otherwise collect information from the Services without Our express written permission;
Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Use the Services for any purpose other than that for which they are intended, as determined by Us in Our sole discretion.
5.1. Fees: In consideration for the Services, You agree to pay NEXUS REALM PTE. LTD. the Fees as set forth in the applicable SOW, IO, or pricing plan agreed upon by both parties. Fees may be structured as a fixed fee, a percentage of media spend, a performance-based fee, or a combination thereof.
5.2. Invoicing and Payment: Unless otherwise specified in an SOW or IO, NEXUS REALM PTE. LTD. will invoice You on a monthly basis. All invoices are due and payable within thirty (30) calendar days from the date of the invoice ("Due Date"). Payments shall be made in the currency specified on the invoice via bank transfer to the account designated by NEXUS REALM PTE. LTD. or through another mutually agreed-upon payment method.
5.3. Late Payments: Any amounts not paid by the Due Date will be subject to a late payment charge of one and a half percent (1.5%) per month on the outstanding balance, or the maximum rate permitted by Applicable Law, whichever is lower, from the date such payment was due until the date paid. Furthermore, NEXUS REALM PTE. LTD. reserves the right to pause or terminate all active Campaigns and suspend access to the Services if payments are more than thirty (30) days overdue.
5.4. Media Costs: You are solely responsible for all costs and fees charged by Third-Party Platforms ("Media Costs") in connection with Your Campaigns. Depending on the arrangement, these Media Costs may be paid directly by You to the Third-Party Platforms, or they may be passed through NEXUS REALM PTE. LTD. and included on Our invoices to You.
5.5. Taxes: All Fees are exclusive of any applicable taxes, including but not limited to Goods and Services Tax (GST), value-added tax (VAT), sales tax, and withholding taxes. You are responsible for paying all such taxes associated with Your purchase of the Services. If We have the legal obligation to pay or collect taxes for which You are responsible, We will invoice You for such taxes and You agree to pay them.
6.1. NEXUS REALM PTE. LTD.'s Intellectual Property: As between You and NEXUS REALM PTE. LTD., NEXUS REALM PTE. LTD. exclusively owns all right, title, and interest in and to the Company Materials, including the Website, the Platform, Our proprietary AI engine, software, technology, methodologies, know-how, documentation, Deliverables (excluding any Client Content contained therein), and all associated Intellectual Property Rights. Except for the limited licenses expressly granted herein, no other rights or licenses, express or implied, are granted to You. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Company Materials, in whole or in part, by any means, except as expressly authorized in writing by Us.
6.2. Client's Intellectual Property: As between You and NEXUS REALM PTE. LTD., You exclusively own all right, title, and interest in and to the Client Content, including Your games, applications, trademarks, logos, and all Advertising Materials provided by You, and all associated Intellectual Property Rights.
6.3. License Grant from Client to NEXUS REALM PTE. LTD.: You hereby grant to NEXUS REALM PTE. LTD. and its Affiliates a limited, non-exclusive, non-transferable (except as permitted herein), non-sublicensable, worldwide, royalty-free license to use, host, reproduce, modify, adapt, publish, display, distribute, and transmit the Client Content solely for the purpose of providing the Services to You pursuant to this Agreement and any applicable SOW or IO. This license includes the right for Us to sublicense these rights to Third-Party Platforms as necessary to execute the Campaigns.
6.4. License Grant from NEXUS REALM PTE. LTD. to Client: Subject to Your compliance with this Agreement and timely payment of all applicable Fees, NEXUS REALM PTE. LTD. hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Platform and the Deliverables solely for Your internal business purposes in connection with evaluating the performance of the Services. You may not use the Deliverables for any other purpose or provide them to any third party without Our prior written consent.
6.5. Feedback: If You provide Us with any suggestions, comments, or other feedback relating to the Services ("Feedback"), You hereby grant Us a worldwide, perpetual, irrevocable, royalty-free, fully-paid license to use and exploit such Feedback for any purpose without any obligation or compensation to You.
7.1. Privacy Policy: Our Privacy Policy describes how We collect, use, and disclose information from our users. You acknowledge and agree that Your use of the Services is subject to Our Privacy Policy, which is incorporated into this Agreement by reference.
7.2. Campaign Data: You understand that in the course of providing the Services, We and the Third-Party Platforms will collect performance data related to the Campaigns ("Campaign Data"). As between You and Us, You own the Campaign Data directly attributable to Your Campaigns. You grant Us a perpetual, irrevocable, worldwide, royalty-free license to use such Campaign Data in an aggregated and anonymized form for the purposes of improving Our Services, conducting industry analysis, and for other business purposes, provided that such use does not identify You or Your Confidential Information.
7.3. Client's Data Responsibilities: You are solely responsible for ensuring that You have all necessary rights, permissions, and consents to collect, use, and share any user data that You provide to Us or that is collected in connection with Your games and applications. You represent and warrant that Your data collection and usage practices comply with all Applicable Laws and Your own privacy policy.
8.1. Definition of Confidential Information: "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Client Content and non-public data about Your business. Our Confidential Information includes the Company Materials, the terms of any SOW or IO, Our pricing, and non-public information about Our technology and business processes.
8.2. Exclusions: Confidential Information does not include any information that is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, is received from a third party without breach of any obligation owed to the Disclosing Party, or was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
8.3. Protection of Confidential Information: The Receiving Party agrees to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement. The Receiving Party agrees to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
8.4. Compelled Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
9.1. Term: This Agreement commences on the date You first use the Services and continues until all SOWs or IOs entered into under this Agreement have expired or have been terminated (the "Term").
9.2. Termination for Cause: Either party may terminate this Agreement or an applicable SOW/IO for cause: upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
9.3. Termination for Convenience: Either party may terminate an ongoing SOW or IO for convenience by providing the other party with sixty (60) days' prior written notice, unless a different notice period is specified in the SOW/IO.
9.4. Effect of Termination: Upon termination or expiration of this Agreement or an SOW/IO:
You will promptly pay all outstanding unpaid Fees due for Services rendered up to and including the effective date of termination. For Campaigns that cannot be immediately paused, You will also be responsible for any non-cancellable Media Costs incurred.
NEXUS REALM PTE. LTD. will cease providing the applicable Services.
The licenses granted by NEXUS REALM PTE. LTD. to You under Section 6.4 will immediately terminate.
Upon Your written request, each party will return or destroy all Confidential Information of the other party in its possession.
9.5. Survival: The sections titled "Fees, Payments, and Taxes," "Intellectual Property Rights," "Confidentiality," "Disclaimers," "Limitation of Liability," "Indemnification," "Governing Law and Dispute Resolution," and "General Provisions," along with any other provisions which by their nature should survive, will survive any termination or expiration of this Agreement.
THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEXUS REALM, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
NEXUS REALM MAKES NO WARRANTY THAT: THE SERVICES WILL MEET YOUR REQUIREMENTS; THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES (INCLUDING ANY SPECIFIC ROI, CPI, OR OTHER KPI) WILL BE ACCURATE, RELIABLE, OR GUARANTEED; OR THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
WE ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. WE ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF EMAIL ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXUS REALM, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO US FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold harmless NEXUS REALM PTE. LTD., its Affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: Your use of and access to the Services; Your violation of any term of this Agreement; Your violation of any third-party right, including without limitation any Intellectual Property Right or privacy right; Your violation of any Applicable Law; or any claim that Your Client Content caused damage to a third party. This defense and indemnification obligation will survive the termination of this Agreement and Your use of the Services.
13.1. Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law provisions.
13.2. Dispute Resolution: The parties agree to first attempt to negotiate any dispute (except those disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one party to the other. If the parties are unable to resolve a dispute through informal negotiations, the dispute will 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 seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
13.3. Exceptions: The foregoing provisions of this Section do not apply to any claim in which a party seeks equitable relief of any kind, such as an injunction or restraining order, to protect its Intellectual Property Rights or Confidential Information. For such claims, the parties agree to submit to the exclusive jurisdiction of the courts of Singapore.
14.1. Entire Agreement: This Agreement, together with any SOWs, IOs, and the Privacy Policy, constitutes the entire agreement between You and NEXUS REALM PTE. LTD. regarding the Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.
14.2. Assignment: You may not assign or transfer this Agreement, by operation of law or otherwise, without Our prior written consent. Any attempt by You to assign or transfer this Agreement, without such consent, will be null and of no effect. We may assign or transfer this Agreement, at Our sole discretion, without restriction.
14.3. Notices: All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email to [email protected] (for notices to Us) or to the email address associated with Your Account (for notices to You); or the day after it is sent, if sent for next-day delivery by a recognized overnight delivery service.
14.4. Severability: If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
14.5. Waiver: The failure of NEXUS REALM PTE. LTD. to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of NEXUS REALM PTE. LTD..
14.6. Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable) for causes beyond that party's reasonable control and not caused by that party's fault or negligence, including, but not limited to, "acts of God," acts of government, flood, fire, earthquake, civil unrest, acts of terror, strikes or other labor problems, or internet service provider failures or delays.
If you have any questions about these Terms of Use, please contact us at:
NEXUS REALM PTE. LTD.
60 PAYA LEBAR ROAD, #08-10,
PAYA LEBAR SQUARE,
SINGAPORE 409051
Email: [email protected]