By using all or any portion of the Software, you accept all the terms and conditions of this End User License Agreement (“EULA”). You agree that this EULA is enforceable like any written negotiated agreement signed by you. If you do not agree, do not use this Software.

By agreeing to be bound by this EULA, you further agree that any person you authorize to use the Software will comply with the provision of this EULA as well as the Microsoft Visual Studio Marketplace Terms of Use.

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:

“Visual Studio Marketplace” means Microsoft’s platform to distribute third-party apps for their products which can be found at marketplace.visualstudio.com

“Charges” means those amounts that the parties have agreed in writing shall be payable by the User to the Licensor or reseller in respect of this EULA;

“Documentation” means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the User;

“Effective Date” means the date upon which the User gives the User's express consent to this EULA, following the issue of this EULA by the Licensor or upon the installation of the Software on any Production or Non-Production instance of Licensor.

“EULA” means this end user license agreement, including any amendments to this end user license agreement from time to time;

“Evaluation” means the Use of Software with a license marked as Evaluation.

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Licensee” means You and/or Your Company and associated companies, unless otherwise indicated.

“Licensor” means Ease Solutions Pte. Ltd., with its main address located at 16 New Industrial Road, #03-05, Hudson TechnoCentre, Singapore 536204.

“Maintenance Period” means the period during which User has access to technical support and Software Updates provided by Licensor.

“On-premise” means deployment options of the Software that are hosted in your Servers, e.g. Server or Data Center edition of the Software.

“Production instance” means an instance of an Microsoft product that is considered your live environment which was made available to end-users.

“Services” means any services that the Licensor provides to the User, or has an obligation to provide to the User, under this EULA;

“Software” means the software products as defined in Clause 1 (“Scope”). For this EULA, “Software” generally references Software as a Service and On-premise products together.

“Software as a Service” or “Saas” means deployment options that are hosted by the Licensor or related parties, e.g. Cloud edition of the Software.

“Software Defect” means a defect, error or bug in the Software having a material adverse effect on the appearance, operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:

(a)   any act or omission of the User or any person authorized by the User to use the Software;

(b)   any use of the Software contrary to the Documentation by the User or any person authorized by the User to use the Software;

(c)    a failure of the User to perform or observe any of its obligations in this EULA; and/or

(d)   an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification;

“Software Licence” means an individual license identified by a unique Support Entitlement Number (SEN).

“Source Code” means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;

“Support Services” means support in relation to the use of the Software and the identification and resolution of errors in the Software and the supply to the User and/or application to the Software of Updates and Upgrades, but shall not include the provision of training services whether in relation to the Software or otherwise;

“Technical Contact” is the contact person for the License defined in the Visual Studio Marketplace

“Term” means the term of this EULA, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2.

“Update” means a hotfix, patch or minor version update to the Software;

“Upgrade” means a major version upgrade of the Software;

“Use” or “Using” means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.

“User” means the person to whom the Licensor grants a right to use the Software under this EULA.

“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:

(a)     Visual Studio Marketplace

(b)     Direct through Licensor

(c)     Other Solution Partners and resellers who promote and distribute Licensor’s products

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.

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.

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.

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.

6.2       Licensor may subcontract support services to other service providers.

6.3       If the Licensor stops or makes a good faith decision to stop providing Support Services in relation to the Software to its customers generally, then the Licensor may terminate the Support Services by giving at least 30 days' written notice of termination to Licensee but not before the end of Licensee’s Maintenance Period.

6.4       Support Services for customers with an Evaluation License is limited to ninety (90) days.

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").

7.2       Any copies that you are permitted to make pursuant to this EULA must contain the same copyright and other proprietary notices that appear on or in the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested Licensor to provide the information necessary to achieve such operability and Licensor has not made such information available.

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.

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.

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.

12.2    The Licensor warrants to the User that:

(a)     the Software as provided will conform in all material respects with the Documentation;

(b)     the Software shall incorporate security features reflecting the requirements of good industry practice.

12.3    The Licensor warrants to the User that the Software, when used by the User in accordance with this EULA, will not breach any laws, statutes or regulations applicable under Singapore law.

12.4    The Licensor warrants to the User that the Software, when used by the User in accordance with this EULA, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

12.5    If the Licensor reasonably determines, or any third party alleges, that the use of the Software by the User in accordance with this EULA infringes any person's Intellectual Property Rights, the Licensor may acting reasonably at its own cost and expense:

(a)     modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights; or

(b)     procure for the Licensee the right to use the Software in accordance with this EULA.

12.6    The Licensee warrants to the Licensor that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.

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.

13.2    For Software as a Service products operated by Licensor, User understands that data persistency is not guaranteed and data that is stored by Pre-release Software might be deleted or changed at any point in time. Licensor does not guarantee that data can be transferred from Pre-release Software to a Production Instance.

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.

14.2    Nothing in this EULA will:

(a)     limit or exclude any liability for death or personal injury resulting from negligence;

(b)     limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)     limit any liabilities in any way that is not permitted under applicable law; or

(d)     exclude any liabilities that may not be excluded under applicable law,

        and, if a party is a consumer, that party's statutory rights will not be excluded or limited by this EULA, except to the extent permitted by law.

14.3    The limitations and exclusions of liability set out in this Clause and elsewhere in this EULA:

(a)     are subject to Clause 14.2; and

(b)     govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA.

14.4    The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.

14.5    The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.

14.6    The Licensor will not be liable to the User in respect of any loss of revenue or income.

14.7    The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.

14.8    The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.

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.

15.2    The Licensee may terminate this EULA by giving to the Licensor not less than 30 days written notice of termination.

15.3    Either party may terminate this EULA immediately by giving written notice of termination to the other party if:

(a)   the other party commits any material breach of this EULA, and the breach is not remediable;

(b)     the other party commits a material breach of this EULA, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c)     the other party persistently breaches this EULA (irrespective of whether such breaches collectively constitute a material breach).

15.4    Either party may terminate this EULA immediately by giving written notice of termination to the other party if:

(a)     the other party:

(i)     is dissolved;

(ii)      ceases to conduct all (or substantially all) of its business;

(iii)     is or becomes unable to pay its debts as they fall due;

(iv)     is or becomes insolvent or is declared insolvent; or

(v)      convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)     an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)     an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this EULA); or

(d)     if that other party is an individual:

(i)       that other party dies;

(ii)      as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii)      that other party is the subject of a bankruptcy petition or order.

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).

16.2    Except to the extent that this EULA expressly provides otherwise, the termination of this EULA shall not affect the accrued rights of either party.

16.3    For the avoidance of doubt, the licence of the Software in this EULA shall terminate upon the termination of this EULA; and, accordingly, the User must immediately cease to use the Software upon the termination of this EULA. No refund will be given for any remaining unused amount of Maintenance Period or Subscription if termination is initiated by Licensee.

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.

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.

19.2 This EULA may be revised from time to time. Licensor will send a notice at least thirty (30) days before the effective date of the updated EULA.

19.3    No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.

19.4    If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

19.5    This EULA may not be varied except as indicated in 19.2 or by a written document signed by or on behalf of each of the parties.

19.6    The User hereby agrees that the Licensor may assign the Licensor's contractual rights and obligations under this EULA to any successor to all or a substantial part of the business of the Licensor from time to time. The User must not without the prior written consent of the Licensor assign, transfer or otherwise deal with any of the User's contractual rights or obligations under this EULA.

19.7    This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.

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:

(a)     that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)     any subordinate legislation made under that statute or statutory provision.

20.2    The Clause headings do not affect the interpretation of this EULA.

20.3    References in this EULA to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

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.

22.2    All notices to Licensee will be sent electronically to the Technical Contact. Licensee is responsible to ensure that contact details are updated.

22.3    All electronic notifications will be deemed received twenty-four (24) hours after email was sent.

22.4    General product announcements, critical security notices and upcoming changes to this EULA are announced through Licensor’s email mailing list. If contact details for Licensee are not updated or Technical Contact has unsubscribed from Licensor’s email notifications, Licensee must monitor changes to this EULA proactively.

Updated: August 11, 2021