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If you have any questions regarding this EULA or if you wish to request any information from Licensor, please use the address and contact information included with this product to contact the Licensor office serving your jurisdiction.
DEFINITIONS
When used in this EULA, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
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“User Data” means data that User uploads, submits or otherwise transmits to or through Licensor’s Software as a Service products.
1. SCOPE
1.1 This EULA governs the Use of any of Licensor’s Software available through the following channels:
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1.2 This EULA includes the Ease Solutions Privacy Policy and the Ease Solutions Service Level Agreement.
2. TERM
2.1 This EULA shall come into force upon the installation of the Software on any Production or Non-Production instance of User.
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2.2 This EULA shall continue in force as long as the Software is installed on any Production or Non-Production instance of User.
3. SOFTWARE LICENSE
3.1 As long as you comply with the terms of this EULA, Licensor grants to Licensee a worldwide, non-exclusive license to Use the Software for the purposes described in the Documentation. Some third-party materials included in the Software may be subject to other terms and conditions, which are typically found in the Documentation of the Software.
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3.2 You may install the Software on one (1) Production Instance for every purchased Software Licence.
4. USER DATA
4.1 When using SaaS products, Licensee will retain all rights, title and interest in and to User Data. Subject to the terms of this EULA, Licensee grants to Licensor a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of User Data, in each case solely to the extent necessary to provide the functionality of the SaaS to you and (b) for Saas products that enable Users to share User Data or interact with other people, to distribute, publicly perform and display User Data as User directs or enables through the SaaS product.
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4.2 Licensor may access User Data when providing support services.
5. SOURCE CODE
5.1 Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.
6. SUPPORT SERVICES
6.1 The Licensor shall provide the Support Services to the User within the Maintenance Period.
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6.5 Support services are not provided for Software marked as “Unsupported” in the Marketplace.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 The Software and any copies that you are authorized by Licensor to make are the intellectual property of and are owned by Licensor and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Licensor and its suppliers. The Software is protected by copyright, including without limitation by Singapore Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You may not copy the Software, except as set forth in Clause 3 ("Software License").
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7.3 Licensor has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Licensor or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the Licensor’s Customer Support Department. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give you any rights of ownership in that trademark. Except as expressly stated above, this EULA does not grant you any intellectual property rights in the Software.
8. TRANSFER
8.1 You may not rent, lease, or sublicense the Software except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer each this EULA, the Software and all other software bundled with the Software, including all copies, Updates and prior versions, and all copies of font software converted into other formats, to such person or entity; (b) you retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this EULA and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer demonstration, pre-release, or not for resale copies of the Software.
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8.2 You may engage a third-party provider to host and maintain the Software on your behalf as long as you remain responsible for their compliance with this EULA.
9. NO ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
9.1 Besides the exceptions listed in Clause 4 (“User Data“) and Clause 17 (“Publicity”), nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.
10. PAYMENTS
10.1 The Licensee must pay all Charges by their due date notified to the Licensee and in the manner directed at the time of Purchase of the Software.
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10.2 Failure to pay the Charges by the due date will result in the immediate termination of the Licenses granted under this EULA.
11. NO WARRANTY
11.1 The Software is being delivered to you “AS IS” and Licensor makes no warranty as to its use or performance. LICENSOR AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
12. WARRANTIES
12.1 The Licensor warrants to the User that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.
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12.7 All of the parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into this EULA or any related contract.
13. PRE-RELEASE PRODUCT ADDITIONAL TERMS
13.1 If the product you have received with this license is pre-commercial release, beta Software ("Pre-release Software"), then the following Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this EULA, this Section shall supersede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Software is a pre-release version, does not represent final product from Licensor, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Consequently, the Pre-release Software is provided to you "AS-IS", and Licensor disclaims any warranty or liability obligations to you of any kind. WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, LICENSOR’S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY SINGAPORE DOLLARS (SGD 50) IN TOTAL. You acknowledge that Licensor has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, that Licensor has no express or implied obligation to you to announce or introduce the Pre-release Software and that Licensor may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this EULA, if requested by Licensor, you will provide feedback to Licensor regarding testing and use of the Pre-release Software, including error or bug reports. If you have been provided the Pre-release Software pursuant to a separate written EULA your use of the Software is also governed by such EULA. You agree that you may not and certify that you will not sublicense, lease, loan, rent, or transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by Licensor of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from Licensor and to abide by the terms of the End User License EULA for any such later versions of the Pre-release Software.
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13.3 For the avoidance of doubt, participation in the evaluation of Pre-release Software is done voluntarily by the Licensor and no right for compensation is earned.
14. LIMITATIONS AND EXCLUSIONS OF LIABILITY
14.1 IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN LICENSOR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. LICENSOR'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS EULA SHALL BE LIMITED TO THE AMOUNT PAID FOR THE CURRENT MAINTENANCE PERIOD OF THE SOFTWARE, IF ANY.
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14.9 The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.
15. TERMINATION
15.1 The Licensor may terminate this EULA by giving to the Licensee not less than 30 days written notice of termination, expiring at the end of any calendar month but not before the end of Licensee’s Maintenance Period.
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15.5 The Licensor may terminate this EULA immediately by giving written notice to the Licensee if any amount due to be paid by the Licensee to the Licensor under this EULA is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
16. EFFECTS OF TERMINATION
16.1 Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely).
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16.4 Within five (5) Business Days following the termination of this EULA, the User must irrevocably delete from all computer systems in its possession or control all copies of the Software.
17. PUBLICITY
17.1 Unless requested otherwise in writing via email to legal@easesolutions.com, Licensee agrees to be identified as customer of Licensor and grants a license to use Licensee’s logo and/or name on Licensor’s website and Licensor’s marketing material limited for the purpose of identifying Licensee as a customer.
18. GOVERNING LAW
18.1 This EULA shall be governed by and interpreted in accordance with the laws of the Republic of Singapore.
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18.2 The courts of Singapore shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.
19. GENERAL PROVISIONS
19.1 If any part of this EULA is found void and unenforceable, it will not affect the validity of the balance of the EULA, which shall remain valid and enforceable according to its terms. This EULA shall not prejudice the statutory rights of any party dealing as a consumer. This is the entire EULA between Licensor and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
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19.8 This EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
20. INTERPRETATION
20.1 In this EULA, a reference to a statute or statutory provision includes a reference to:
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20.4 In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
21. COMPLIANCE WITH LICENSES
21.1 If you are a business or organization, you agree that upon request from Licensor or Licensor's authorized representative, you will within thirty (30) days fully document and certify that use of any and all Licensor’s Software at the time of the request is in conformity with your valid licenses from Licensor.
22. NOTICES
22.1 All notices to Licensor shall be sent electronically to the contact information included with this product provided on Licensor’s website or the Marketplace listing of the Software.
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