End User Licensing Agreement
GLEE TREES PTE. LTD.
Company Registration No: 201617907E
(Incorporated in the Republic of Singapore)
END-USER SOFTWARE LICENSE AGREEMENT
This End-User Software License Agreement (“Agreement”) is between Glee Trees Pte. Ltd. (“Company”) of Registration No. 201617907E and the end-user (the “Recipient”) who has purchased Company’s product.
Company has developed a software package called Gleematic (the “Software”), and Recipient desires to utilise such Software in areas related to the main business of the Recipient. Company may from time to time upgrade the functions in Gleematic, provided that the functions are equivalent or better than that those in the version that Reciepient originally purchased.
The Parties (Company and Recipient) agree as follows:
1. GRANT OF LICENSE
1.1. Subject to the terms and conditions of this Agreement, Company grants Recipient revocable, non-exclusive, non-assignable, non-transferable, non-sub-licensable licenses to use the Company’s Software for a period as defined in invoice issued to Recipient and for the sole purpose of Recipient’s own internal business processes.
1.2. In the event that Recipient desires to add more licenses, the Recipient shall issue purchase order (s) (“Purchase Order”) on the terms in this Agreement at then-current pricing.
1.3. In the event that Recipient desires to transfer the license(s) to another computer under the Recipient’s ownership outside of the country of original purchase, the Recipient shall notify Company of such fact, and agree to pay any differences in License Fees.
1.4. Except for the licenses explicitly granted by Clause 1.1, the Recipient acknowledges and agrees that the Recipient is licensed to use the Software only in accordance with the express provisions of this Agreement and not further or otherwise. Prohibited uses of the Software include, but is not limited to, distributing, loaning, selling and making any copies, archival or otherwise, of the Software.
1.5 USES, ETC.
1.5.1. Unless stated otherwise, the Recipient shall not: (a) copy or reproduce the Software; (b) merge the Software with any other software; (c) translate, adapt, vary, or modify the Software; or (d) disassemble, decompile, or reverse engineer the Software, or otherwise attempt to derive the source code of the Software.
1.5.2. Subject to Clause 1.3, the Recipient shall not: (a) provide, disclose, demonstrate, or otherwise make available the Software to any third party; or (b) use the Software to provide any services or training for any third party; or (c) sell, lease, rent, transfer, hire-out, license, sub-license, assign, distribute, publish, charge, pledge, encumber, commercially exploit, or otherwise deal with the Software, or have any software written or developed that is based on or derived from the Software.
1.5.3. The Recipient shall at all times: (a) effect and maintain adequate security measures to safeguard the Software from unauthorised access, use, and disclosure; (b) supervise and control access to and use of the Software in accordance with the provisions of this Agreement; and (c) ensure that the Software is at all times clearly labelled as the property of the Company.
2.1. This Agreement shall be effective as of the date of activation of license(s) and shall extend for the period of 1 year from the activation of the license (s) (the “Initial Term”).
2.2. This Agreement shall be automatically renewed for another 1 year Extended Terms unless Recipient shall provide Company in writing of its intention not to renew the Agreement, said notice to be provided at least 30 days prior to the expiration of the then in-effect Term.
3.1. In consideration for the licenses granted hereunder and during the Initial Term of the Agreement and for each Extended Term, Recipient agrees to pay Company according to the price mentioned in the respective invoice(s).
3.2. In the event that Recipient should add additional computers for installation of the Software, Recipient agrees to pay Company an Additional User Fee per computer as mentioned in the respective invoice(s).
3.3. License fee excludes any taxes, shipping and/or insurance charges, and any bank transfer fees, which, if applicable, shall be borne by the Recipient.
3.4. Both parties shall in good faith mutually agree on any change in fees for Licenses, Professional Services, and other items.
3.5. The Recipient shall pay the Company’s fees for the licenses within the period stated on the correctly calculated invoice. Any amount not paid by due date stated on the applicable invoice shall bear interest from the due date until paid at a rate equal to 1% per month.
4.1. “Confidential Information” means all non-public materials and information provided or made available by Company to Recipient, and by Recipient to Company, whether or not it is marked as confidential, including products and services, information regarding technology, know-how, processes, software programs, research, development, financial information and other information.
4.2. The Recipient agrees that the Software is the proprietary and confidential property of Company.
4.3. Both parties will at all times hold in strict confidence and not disclose Confidential Information (as defined below) to any third party except as approved in writing by the other party and will use the Confidential Information for no purpose other than for fulfilling the obligations in the Agreement.
4.4. Both parties shall only permit access to Confidential Information to those of their employees having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.
4.5. Data generated or collected by Recipient through using the Company’s Service will remain as Recipient’s property, even after expiration or termination of this Agreement.
4.6. The Parties agree that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right.
4.7. The Recipient shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information or the Service. The Recipient shall not modify, reverse engineer, decompile, create other works from, or disassemble the Software.
5.1. Company shall deliver (electronically or otherwise) and activate the Software licenses within 7 (seven) working days of receiving payment from Recipient. Recipient shall install these licenses according to instructions provided by Company.
5.2. In the event that Recipient fails to notify Company of any difficulties or problems with the Software within 7 (seven) working days after delivery, Recipient shall be deemed to have accepted the Software. Prior to acceptance of such Software, Company shall have the right to repair or replace the Software at its discretion.
6. WARRANTY AND DISCLAIMERS
6.1. Company warrants that it has no knowledge that the Software infringes any valid rights of any third party.
6.2. Company warrants that the Software shall perform the functions outlined in User Manual (to be provided to Recipient upon purchase of Software). Performance of artificial intelligence modules in the Software will be dependent on the data provided by Recipient and the environment of use.
6.3. The warranty provided for herein is in lieu of all other warranties, express or implied, that may arise either by agreement between the parties or by operation of law, including the warranty of merchantability or fitness for a particular purpose.
6.4. In the event of a claim by Recipient under this warranty, Company shall have the option to either repair or replace the software.
6.5. In the event that Company fails to repair or replace the Software within a reasonable period, Recipient’s sole recourse shall be to terminate the Agreement and Company’s sole obligation shall be to return the Recipient any User License Fee on a pro-rated basis.
6.6. Both parties shall not be liable for loss of use, lost profit, cost of cover, loss of data, business interruption, or any indirect, incidental, consequential, punitive, special or exemplary damages arising out of or related to the service or this Agreement, however caused and regardless if the form of action, whether in contract, tort, strict liability or otherwise, even if such parties have been advised of the possibility of such damages.
6.7. In no event shall both parties’ aggregate cumulative liability for any claims arising out of or related to this Agreement exceed the amount Recipient paid Company under this Agreement.
6.8 The Company’s liability shall be excluded in the following circumstances: (a) following wilful damage to the Software or negligence in its use; (b) where the Software has not been used, maintained, and/or stored in accordance with any instructions or recommendations given by the Company or in accordance with the provisions of this Agreement; (c) where the problem arises from software not supplied by the Company; (d) where the Software is used other than in the correct configuration; and/or (e) following any unauthorised use of or modification to the Software.
6.9 The Company shall make its best effort to ensure that the Software supplied under this Agreement shall be free from all viruses at the point of delivery. The Recipient acknowledges and agrees that it is the Recipient’s responsibility to conduct appropriate virus scanning of the Software prior to installation and use.
6.10. The Recipient shall ensure that all regulations regarding management of confidential data are followed. The Company shall not be liable for loss of confidential data or breach of regulations on data confidentiality through the inappropriate use of the Software.
7.1. Either party may terminate this Agreement with 30 days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that during the 30-day period, the breaching party fails to cure such breach.
7.2. Recipient shall have the right to terminate this Agreement at any time on 30 days’ written notice to Company for any reason. Recipient shall agree that User License Fees paid for the Initial Term shall not be refunded upon termination, if the Agreement is terminated before the expiry of Initial Term.
8. POST-TERMINATION RIGHTS
Upon the expiration or termination of this Agreement, all rights granted to Recipient under this Agreement, including any licenses granted by the Company under this Agreement, shall automatically terminate without further notice. Recipient shall discontinue all use of the Software and the like.
9. GOVERNING LAW
This Agreement shall be subject to and governed by the laws of the Republic of Singapore without regard to conflict of laws principles.
10. RESOLUTION OF DISPUTES
10.1. Any dispute arising out of or in connection with this agreement must be submitted for mediation at the Singapore Mediation Centre (SMC) in accordance with SMC’s Mediation Procedure in force for the time being. Either/any party may submit a request to mediate to SMC upon which the other party will be bound to participate in the mediation within 45 days thereof. Every party to the mediation must be represented by senior executive personnel, of at least the seniority of a Head of Department or its equivalent, with authority to negotiate and settle the dispute. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached.
10.2. If both parties cannot come to a settlement at mediation, the dispute 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 Singapore International Arbitration Centre (“SIAC Rules”) 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 language of the arbitration shall be English.