Please read the following and accept
Agreement”) is entered into between ReapDigital (Private) Limited, a Singapore incorporated company with its principal address at #02-01 One Fullerton, 1 Fullerton Road, Singapore 049213 (hereinafter “Provider”) and you (hereinafter “User”) (collectively, "Parties") AND sets forth the terms and conditions whereby Provider agrees to allow User non-exclusive, non-assignable, revocable right to access and use, based on the selected package, Provider's software (known as the ‘Alavi.ai’ software) (“Software”) and provide the services for the use of such software ("Service") (collectively referred as "Software as a Service"). THIS AGREEMENT in consideration of the mutual covenants contained herein, User and Provider hereto agree as follows:
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “USER” SHALL REFER TO SUCH ENTITY. IN ADDITION TO THE EXECUTION OF THIS AGREEMENT, BY CLICKING “I ACCEPT” OR BY USING THE SOFTWARE AS A SERVICE OR ANY PART OF THE SOFTWARE AND/OR BY DERIVING BENEFIT THEREFROM, USER IS AGREEING TO ALL OF THE TERMS AND CONDITIONS STATED HEREIN.
1. Term of Agreement
1.1 Commencement: The Term of this Agreement commences and is effective upon User’s acceptance of this agreement (“Effective Date”);
1.2 Trial Period: User is granted a Trial Period of 30 days, during which Provider will provide services with no fee being levied from User. The primary purpose of the Trial Period is to enable User to familiarize itself with the functionality of the Software as a Service and determine whether it is suited for User’s required purposes. The terms and conditions contained herein, other than those relating to the levy of fees and charges will be effective during the Trial Period.
1.3 Term: The Term of this Agreement shall lapse automatically upon the expiry of 60 days from Commencement, unless User confirms, within such period, its intention to continue to utilize the Software as a Service as a paying client, in which event User is required to issue such confirmation in writing to Provider (‘Confirmation’). Utilization of the Software as a Service by User subsequent to such Confirmation shall render User liable to the Fees set out hereunder. Upon Confirmation by User in the above manner being accepted by Provider (‘Acceptance’), the Term shall be deemed to extend for a period of twelve (12) months from the date of Acceptance and will be automatically extended for further twelve (12) month periods, unless otherwise agreed in writing between Provider and User. Provider retains the right to accept any Confirmation issued after the period of 60 days at its sole discretion, and if so accepted, the Term shall be deemed to have continued upto date of Acceptance.
2. Access and Data
2.1. Access Grant: Subject to the terms and conditions of this Agreement, Provider hereby agrees to grant to User, a non-exclusive, non-assignable, revocable right to access, use, operate, display, or otherwise interact with via an interface, Software and documentation, including multiple versions or releases of the foregoing, if applicable. Provider reserves the right, at its sole discretion, to change or modify Software as a Service or any part of Software at any time without prior notice.
2.2. Information: User acknowledges and agrees that:
(a). Provider may: (i) collect, store and use Data (with or without combining with other Provider's customer data) to generate aggregated statistical and analytical data ("Analytical Data"), (ii) use Data and Analytical Data for Provider's internal research, model and product development purposes, conduct of statistical analysis, and identification of trends and insights, (iii) supply Data and Analytical Data to related / associated parties, and (iv) use User's name, logo, and generated results in Provider's marketing material
(b). User is provided with the facility of encrypting Data prior to uploading it to the platform for use, and is required to encrypt all Data which is uploaded by User or otherwise furnished by User to Provider. Provider shall not decrypt such encrypted Data, save for such automated decryption which may be effected by the Software for the purposes of the User. User shall be responsible for ensuring the confidentiality of Data, including any personal data of User’s end users by such encryption;
(c). Title to, and all intellectual property rights and ownership in, analytical Data and any derivative works thereof is, and remains, Provider's property.
2.3. Security Program: Provider represents that, as of the date of Acceptance and continuing during the term of this Agreement, Provider will establish and maintain adequate and appropriate environmental, security, and other safeguards. Such safeguards shall be appropriate to the size, complexity, and the nature and scope of Provider's activities under this Agreement, and to reasonably and appropriately protect the security, confidentiality, integrity, and availability of Data that Provider processes. Provider shall ensure compliance of Provider's obligations under the Personal Data Protection Act 2012 at its own costs. Provider will also notify User of any circumstances where Data may be accessed or seized due to local laws and regulations or applicable reasons.
2.4. Data: "Data" means all data and/or information of User and User's end users, including but not limited to, personally identifiable information such as name and logo, User's proprietary technology, software tools, controls, designs, calculations, algorithms, analyses, class libraries, graphics, text, objects and documentation (both printed and electronic) and data and information from different platforms, and third party applications that (i) is directly or indirectly provided to Provider by, through, or on behalf of User; (ii) is input into or generated by the use of Software; (iii) is stored, posted, transmitted, displayed, submitted, or generated by the use of Software; (iv) that Provider has access to as a result of this Agreement; and/or (v) that Provider requires for the purpose of performing its obligations under this Agreement.
2.5. Confidentiality and Non Disclosure.
2.5.1 During the term of this Agreement, the Receiving Party shall;
18.104.22.168 keep the Confidential Information confidential;
22.214.171.124 not disclose the Confidential Information to any other person other than with the prior written consent of the Disclosing Party or in accordance with clauses 2.5.4; and
126.96.36.199 not use the Confidential Information for any purpose other than the performance of its obligations under this Agreement.
2.5.2 During the term of this Agreement the Receiving Party may disclose the Confidential Information to its senior employees or professional advisers (the "Authorised Recipients") to the extent that it is necessary for the purposes of this Agreement or any agreement entered into pursuant to this Agreement.
2.5.3 The Receiving Party shall procure that each Authorised Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Authorised Recipient was a party to this Agreement.
2.5.4 The obligations contained in clauses 2.5.1 shall not apply to any Confidential Information which;
188.8.131.52 is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Authorised Recipient;
184.108.40.206 can be shown by the Receiving Party to the reasonable satisfaction of the Disclosing Party to have been known to the Receiving Party prior to it being disclosed by the Disclosing Party to the Receiving Party;
220.127.116.11 subsequently comes lawfully into the possession of the Receiving Party from a third party;
18.104.22.168 is required to be disclosed by law or by any court of competent jurisdiction, by the rules and regulations of any stock exchange on which the shares of the Receiving Party (or any member of its Group) are listed or quoted or by any enquiry or investigation by any governmental, official or regulatory body which is lawfully entitled to require any such disclosure;
22.214.171.124 is required to be disclosed or used for the purpose of any judicial proceedings arising out of this Agreement or any agreement entered into under or pursuant to this agreement or to a tax authority in connection with the tax affairs of the Receiving Party;
126.96.36.199 is disclosed or used with the prior written approval of the Disclosing Party; andPROVIDED that prior to disclosure or use of any Confidential Information pursuant to Clauses 188.8.131.52 and 184.108.40.206 except in the case of disclosure to a tax authority or by reason of an order of Court or other competent authority, the Receiving Party shall promptly notify the Disclosing Party with a view to providing it with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use except that the Receiving Party shall not be obliged to notify or agree the timing and content of such disclosure where it reasonably considers that immediate disclosure is required and/or the content of the disclosure is prescribed by the rules of any stock exchange on which the shares of the Receiving Party (or any member of its Group) are listed or quoted.
2.5.5 For the purposes of this clause, "Confidential Information" means this Agreement, the Data and all information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one party (the "Disclosing Party") to any other party (the "Receiving Party") ini the course of the performance of the services in terms of this Agreement.
3.1 Scope of Services: Provider shall provide Software as a Service in the manner described in its website (https://alavi.ai) including service levels, configurations, host, and maintenance of service and user access. If warranted, User shall be responsible for installing, configuring and maintaining Software in the hosting environment.
3.2 Invoices: All payment of fees (both fixed and variable components) for the selected package ("Fees") (as per Provider's website - https://alavi.ai/pricing.php, or pricing sheet provided to User) shall be due seven (7) days following the issuance of Provider's invoice. The total fees may include any applicable tax and other government charges. Provider may change the fees for Software as a Service at any time or impose additional fees or charges or change the basis of computation of the fees at any time during the term of this Agreement. Such changes will be effective as of the first billing cycle that occurs more than thirty (30) days after notice of Provider's new fees and User will be charged at the then-current rate for the selected package, as provided at Provider's website (https://alavi.ai/pricing.php).
3.3 Payment Date: The Fees (for fixed component) for the first month of the term of this Agreement (subsequent to lapse of the Trial Period and after Acceptance) shall be paid on the date of Acceptance. Any outstanding Fees for the first month (for variable component) and the Fees for all subsequent months of the term of this Agreement shall be charged to User on the last day of such first month and each subsequent month respectively, and payable pursuant to clause 3.2 above, and clause 3.4 below. Invoices for applicable Fees payable shall be provided at the end of the month for that month. Fees shall include any other charges due to Provider in terms of this Agreement.
3.4 Payment Deductions: On the date of Acceptance, User shall provide a valid credit card authorized for automatic bill paying, or other acceptable method of payment to Provider, and shall take all necessary steps to authorise automatic payment of Fees. User hereby grants Provider the right and authorizes Provider that it may at any time during the term of this Agreement automatically deduct from or charge to User's credit card, or any other mode of payment each due and owing payment to Provider.
3.5 Reimbursable Expenses: In addition to the Fees, if applicable, User shall reimburse Provider for reasonable out-of-pocket expenses incurred by Provider, which were pre-approved by User, in connection with performing this Agreement.
3.6 Billing Disputes: The Parties will work in good faith to resolve billing disputes. Provider is permitted, at its sole option, to suspend any part of the services under this Agreement and/or terminate this Agreement where any unpaid amount due to Provider is more than seven (7) days in arrears.
3.7 No Deductions or Setoffs: All amounts payable to Provider shall be paid by User to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason except as may be required by applicable law.
3.8 Legal Compliance Expenses: If Provider has to provide information in response to any order of court related to User's account and/or Data, then Provider may charge User for Provider's costs on a full indemnity basis. Such charges may include fees for time spent by solicitors and/or employees retrieving records, preparing documents, and/or participating in interviews, trials, and/or other legal processes as well as other costs incurred in complying with such legal processes.
4.1 Intellectual Property: Provider represents and warrants that: (i) Provider owns Software and documentation, all copyrights, and any other intellectual property rights existing therein; (ii) contingent upon User's proper use, that User's use of Software, documentation, Service, and deliverables do not infringe on any third party intellectual property rights; and (iii) Provider has the right to allow User access to Software.
4.2 Conformance of Software: Provider represents and warrants that, as of the date of Acceptance and continuing during the term of this Agreement, Software will operate in substantial conformity with applicable specifications contained in the latest release of the documentation. In the event User discovers Provider’s breach of this warranty, User may promptly notify Provider in writing of any such nonconformance or error. Provider shall, within thirty (30) days of such discovery or receipt of written notification, either correct nonconformance or error, or provide User with a plan for correcting the nonconformance or error.
4.3 Open Source Materials: Provider will remain compliant with all open source licenses.
4.4 Compliance with Laws: Provider shall comply with all applicable laws at all times, regardless of whether such compliance is related to this Agreement. Provider acknowledges that Data might contain personal information, the processing of which is subject to applicable law.
4.5 Disclaimer and exclusions of warranties: Subject to the above warranties, the Software as a Service and any part of Software are provided "as is" and Provider makes no warranties of any kind, whether express, implied, statutory or otherwise, and Provider specifically disclaims all implied warranties, including any warranties of merchantability, non-infringement, and fitness for a particular purpose, or any implied warranties arising out of the course of dealing, or the use of trade, to the maximum extent permitted by applicable law. Provider does not warrant that the Software as a Service and any part of Software, is/are or will be error-free or uninterrupted, will meet User's requirements, or be timely or secure. Provider also does not warrant that the contents or results that may be obtained from the use of Software as a Service, or any part of Software, or any content provided or results generated on or through Software as a Service, or any part of Software will be accurate and reliable. User will not have the right to make or pass on any representation or warranty on behalf of Provider to any third party. Provider's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Provider is not responsible for delays, delivery failures, security breaches, or other security intrusions, or other damage resulting from such problems whether caused by Provider or any third party. All risk arising out of the use or performance of Software as a Service, or any part of Software, shall remain at all times with User.
5.1 Restrictions on User: User shall not, and shall not permit anyone to, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or any underlying structure, ideas, know-how, or algorithms relevant to Software as a Service, or any part of Software; (ii) modify, translate, or create derivative works based on Software as a Service, or any part of Software; (iii) make illegal or unlawful use of Software as a Service, or any part of Software; (iv) use Software as a Service, or any part of Software, for the benefit of a third party; or (v) breach the terms of this Agreement or any applicable laws or regulations.
5.2 Indemnification from User: If a third party makes a claim against Provider, that any information, design, specification, instruction, software, service, data, hardware, or material (collectively, “Material”) furnished by User and used by User infringes the third party’s intellectual property rights, User, at its own cost and expense, shall defend Provider against the claim and indemnify Provider from the damages, liabilities, costs, and expenses awarded by the Court or Tribunal to the third party claiming infringement or under any settlement agreed.
5.3 Indemnification from Provider: Subject to clause 4.1 above and clause 5.4 below, Provider shall only indemnify and hold User harmless from and against claims directly arising from or related to any third party claim that Software infringes any copyright, patent, or other intellectual property right of a third party.
5.4 Limitation of Liability: Provider will not be liable to User or any third party for any direct, indirect, incidental, special, punitive, or consequential damages, whether in contract, tort, or otherwise, such as, but not limited to, loss of use, content, information, data, business, profit, or revenue incurred by User or any third party, damage from any security breach or any other security intrusion, arising out of or related to this Agreement, or use of Software as a Service, or any content or results generated from or through Software as a Service, any interruption, inaccuracy, error or omission, regardless of cause, even if User or any third party has been advised as to the possibility of such damages. Notwithstanding any other provision of this Agreement, Provider's liabilities under this Agreement shall not exceed damages of USD10,000.00, or the total fees owed by User hereunder during the six (6) months immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident), whichever is lower (not exceeding USD 1,000 during for the Trial Period and upto Acceptance). The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law.
5.5 Third party sites, material and applications: User acknowledges that Software may link to third party websites, feeds and/or applications that are connected or relevant to Software. Any link from Software does not imply any endorsement, approval or recommendation of, or responsibility for, those websites or feeds, or their content or operators. To the maximum extent permitted by law, Provider excludes all responsibility or liability for those websites, feeds or applications.
6.1. Termination: This Agreement may be terminated by either party by notice with immediate effect in compliance with clause 8.4. Provider shall additionally, and without derogation to the above right, also have the right to terminate this Agreement with immediate notice if any fees remain unpaid for seven (7) days beyond the due date. In the event User proceeds to terminate this Agreement, pre-paid applicable Fees are non-refundable.
6.2. Effect of Termination: Upon expiration or termination of the Agreement all use of Software as a Service or any part of Software by User shall cease. Provider shall thereafter take steps, if necessary, to anonymise Data, or remove the means by which Data can be associated with User, as soon as it is reasonable to assume that such retention no longer serves the purposes for which Data was collected, and are no longer necessary for legal or business purposes.
6.3. Assignment of or by Provider: In the event that Provider acquires a new business that is majority owned, the new affiliate entity will become covered by this Agreement including but not limited to terms and conditions, software, subscription, and services. In the event that Provider divests a business or affiliate, the divested entity may be an assignee of Provider under this Agreement.
7. Governing Law
7.1. Choice of Law: This Agreement shall be construed and interpreted in accordance with the laws of Singapore.
7.2. Dispute Resolution: Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, 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 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 a sole arbitrator to be appointed by the SIAC. The language of the arbitration shall be English. Nothing in this clause limits the right of Provider to bring proceedings, including third party proceedings, against User in the courts of any competent jurisdiction, and the bringing or continuing of proceedings in any one or more jurisdictions shall not preclude the bringing of proceedings in any other jurisdiction, whether concurrently or not, if and to the extent permitted by applicable law.
8.1. Rights of third parties: No person other than Provider and User has any right to a benefit under, or to enforce, the Agreement, save for the circumstances provided in clause 6.3 above.
8.2. Waiver: To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party. The waiver by Provider of a breach of any term of this Agreement by User shall not operate or be construed as a waiver of any other or subsequent breach by User.
8.3. Independent contractor: Provider is an independent contractor of User, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under this Agreement.
8.4. Notices: A notice given by a party under the Agreement must be delivered to the other party via email, using the email address of Provider set out in Provider's website, and the email address of User provided to Provider at or prior to the date of Acceptance, unless otherwise agreed between Parties. It shall be the obligation of User to ensure that such email address is retained and maintained functional, and that it is monitored for notices. Any notice properly addressed to such email address of User shall be deemed to have been received, and be valid and effective.
8.5. Severability: If any provision of the Agreement is, or becomes, illegal, unenforceable, or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the provision must be treated for all purposes as severed from the Agreement without affecting the legality, enforceability, or validity of the remaining provisions of the Agreement.
8.6. Variation: Any variation to this agreement may be made by the Provider, who shall notify the User of the revised terms and conditions of this Agreement in accordance with clause 8.4. The User's continued use of the Software, Service and/or Software as a Service shall constitute agreement and acceptance to the variation of this Agreement and to the revised terms and conditions
8.7. Entire Agreement: The Agreement sets out everything agreed by the Parties relating to Software as a Service or any part of Software, and supersedes and cancels anything discussed, exchanged, or agreed prior to the Effective Date. The Parties have not relied on any representation, warranty, or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty, or agreement has any effect from the Effective Date.
8.8. Taxes: User shall pay, and shall be liable for, all taxes relating to Provider's provision of Software as a Service hereunder.
8.9. Assignment: This Agreement is personal to Provide and User. Provider may, at its sole discretion, assign or deal with the whole or any part of its rights and/or obligations under this Agreement without the prior written consent of User.
8.10. Force Majeure: Neither party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any: acts of God, flood, epidemic or pandemic, fire, earthquake or explosion; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; embargoes or blockades; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; or passage of law or any action taken by a governmental or public authority, including imposing any export or import restriction, quota, or other restriction or prohibition; or complete or partial government shutdown; or national or regional shortage of adequate power, telecommunications, or transportation (each of the foregoing, a “Force Majeure Event”), in each case, provided that: (i) the Force Majeure Event is effective on or after the Effective Date of this Agreement; (ii) such event is outside the reasonable control of the affected party; (iii) the affected party provides notice to the other party, stating the period of time the occurrence is expected to continue; and (iv) the affected party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
8.11. Execution by Electronic Means. This Agreement may be executed by either or both Parties hereto by electronic means, which shall include ‘click wrap’, and such execution shall be considered as due, valid and effective as of the date thereof.THIS AGREEMENT (the “