Terms of Use Agreement - Predictive Healthcare Technology Company Singapore | Nervotec | Predictive Healthcare Technology Company Singapore

This Nervotec Terms of Use Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between Nervotec Pte. Ltd. (also referred to as “Nervotec,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). This Agreement takes effect when you click an “I Accept” button or a check box (or similar button or checkbox) presented with these terms, sign up for or log-in to your Account or, if earlier, when you use any of the Service Offerings (the “Effective Date”), unless you and Nervotec have entered into a separate definitive documentation for the Services where in such case, such definitive documentation shall supersede over this Agreement. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 14 for definitions of certain capitalised terms used in this Agreement.

Use of the Service Offerings.
1. Nervotec Pte Ltd provides the “Nervoscan” application (“Nervoscan”), and its websites located at www.nervotec.com, (“Sites”) to help users measure, track and records personal wellness matrices including but not limited to heart rate, heart rate variability and blood pressure (“Services”). Generally, you may access and use the services in accordance with this Agreement. Service Level Agreements and Service Terms apply to certain Service Offerings. You will comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Service Offerings.
2. Your Account. To access the Services, you must have a Nervotec account associated with a valid email address. Unless explicitly permitted by the Service Terms, you will only create one account per email address.
3. Third-Party Content. Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.

Please read these Terms carefully in conjunction with our Privacy Policy before using the Services. By accessing or using the Services, you agree that you have read, understand, and agree to be legally bound by these Terms. You state that you possess all the necessary legal authority to accept these Terms on behalf of yourself. If you do not agree to be bound by these Terms in their entirety, you may not use the Services.

Changes.
1. Changes and Modifications. We may change or discontinue any of the Sites or Services or to modify these Terms at any time without prior notice. Unless otherwise specified, any modifications to these Terms will be effective immediately upon being posted, and your continued use of the Services following any such modifications will be deemed acceptance thereof. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top. If you do not agree to the modified Terms, you must stop using the Services. You can terminate your account with us without further obligation, except for any outstanding amounts that may be due for use of the service.
2. To the Service Level Agreements. We may change, discontinue or add Service Level Agreements from time to time in accordance with Section 12.
Security and Data Privacy.
1. Nervotec Security. Protecting your data is our top priority. Without limiting Section 10 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure your privacy and any data relating to you (“Personal Data”) against accidental or unlawful loss, access or disclosure.
2. Data Privacy. We will not access or use Personal Data except as necessary to maintain or provide the Service, or as necessary to comply with the law or a binding order of a governmental body. We will not disclose Personal Data to any government or third party except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 3.2. We will only use your Account Information in accordance with the Privacy Policy, and you consent to such usage.
3. Improving Service Offerings. We are always striving to improve the Service Offerings. In order to do so, we use analytics techniques to better understand how the Service Offerings are being used. For more information on these techniques and the type of data collected, please read our Privacy Policy.
Your Responsibilities
1. Your Accounts. (a) You are responsible for all activities that occur under your account, regardless of whether the activities are authorised by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorised access to your account. You agree that you will not use another person’s and entity’s information including username, password, or other account information. You also agree to notify us promptly of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to Services. You are responsible for safeguarding the confidentiality of the password and you are fully responsible for all activities that occur under your password or account. We are not liable for any loss or damage caused by your failure to maintain the confidentiality of your account credentials.
2. Your Content. You will ensure that Your Content and your and End Users’ use of Your Content or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.
3. Your Security and Backup. You are responsible for properly configuring and using the Service Offerings and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection.
4. Log-In Credentials and Account Keys. Nervotec log-in credentials and private keys generated by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
5. End Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Service Offerings by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.
Fees and Payment.
1. Service Fees. Unless otherwise provided in the Nervotec Service Terms for specific Services, we calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Service Offerings as described on the Nervotec Site using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Nervotec Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice. We may elect to charge you interest at the rate of 1% per month (or the highest rate permitted by law, if less) on all late payments.
2. Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of Indirect Taxes, except where applicable law requires otherwise. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorised to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. We will not collect, and you will not pay, any Indirect Tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we may claim an available exemption from such Indirect Tax. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.
Removals and Suspensions.
1. Generally. We may remove Your Content from the Service Offerings or suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:
  1. your or an End User’s use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings or the systems or Content of any other Nervotec customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent;
  2. you are, or any End User is, in breach of this Agreement; or
  3. you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution or similar proceeding.
2. Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings, you remain responsible for all fees and charges you incur during the period of suspension. We have no liability to you for removing or deleting Your Content or suspending your access or use to any portion or all of the Service Offerings under this Section 6.
Term; Termination.
1. Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 7.2.
2. Termination.
  1. Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.
  2. Termination for Cause.
    1. By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.
    2. By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 6, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.
3. Effect of Termination.
  1. Generally. Upon the Termination Date:
    1. except as provided in Section 7.3(b), all your rights under this Agreement immediately terminate;
    2. you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 7.3(b);
    3. you will immediately return or, if instructed by us, destroy all Nervotec Content in your possession; and
    4. Sections 4.1, 5, 7.3, 8 (except the license granted to you in Section 8.3), 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms.
  2. Post-Termination. Unless we terminate your use of the Service Offerings pursuant to Section 7.2(b), during the 90 days following the Termination Date:
    1. we will not take action to remove from the Nervotec systems any of Your Content as a result of the termination; and
    2. we will allow you to retrieve Your Content from the Services only if you have paid all amounts due under this Agreement.
Following the termination of this Agreement, we will delete Your Content in our possession after 90 days, except to the extent we are required by applicable law to retain some or all of the Your Content (in which case we will archive the data and implement reasonable measures to prevent the Your Content from any further processing). The terms of this Agreement will continue to apply to Your Content that is retained.

For any use of the Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates under Section 5.
Proprietary Rights.
1. Your Content. Except as provided in this Section 8, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Service Offerings to you and any End Users.
2. Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or End Users’ use of Your Content or the Service Offerings will violate the Acceptable Use Policy.
3. Service Offerings License. We or our licensors own all right, title, and interest in and to the Service Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following: (a) access and use the Services solely in accordance with this Agreement; and (b) copy and use the Nervotec Content solely in connection with your permitted use of the Services. Except as provided in this Section 8.3, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Service Offerings, including any related intellectual property rights. Some Nervotec Content and Third-Party Content may be provided to you under a separate license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to the Nervotec Content or Third-Party Content that is the subject of such separate license.
4. License Restrictions. Neither you nor any End User will use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Service Offerings (except to the extent Content included in the Service Offerings is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings (except to the extent applicable law does not allow this restriction), or (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings. You may only use the Nervotec Marks in accordance with the Trademark Use Guidelines. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavours). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
5. Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.
Indemnification.
1. General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your Nervotec account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.
2. Intellectual Property.
  1. Subject to the limitations in this Section 9, Nervotec will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
  2. Subject to the limitations in this Section 9, you will defend Nervotec, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
  3. Neither party will have obligations or liability under this Section 9.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method. In addition, Nervotec will have no obligations or liability arising from: (i) your or any End User’s use of the Services after Nervotec has notified you to discontinue such use; (ii) if the Service Offerings are modified by any party other than us, but solely to the extent the alleged infringement is caused by such modification; (iii) if the total aggregate fees we receive with respect to the Service Offerings in the twelve (12) month period immediately preceding the claim is less than S$100,000; (iv) unauthorised use of the Service Offerings; (v) any claim arising as a result of (y) Your Content or circumstances covered by your indemnification obligations in Section 9.1 or (z) any third-party deliverables or components contained with the Service Offerings. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.
  4. For any claim covered by Section 9.2(a), Nervotec will, at its election, either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement.
3. Process. The obligations under this Section 9 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.
Disclaimers.
THE SERVICE OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
1. Not for Medical Purposes
  OUR SERVICES ARE INTENDED FOR GENERAL WELLNESS ONLY.
  
  OUR SERVICES ARE NOT INTENDED FOR MEDICAL PURPOSES. THE SERVICES DO NOT OFFER ANY KIND OF MEDICAL ADVICE AND ARE NOT INTENDED FOR ANY MEDICAL USE OR PURPOSES.
  
  THE ESTIMATIVE MEASUREMENTS (“MEASUREMENTS”) PROVIDED TO YOU OF PHYSIOLOGICAL AND PSYCHOLOGICAL STATES INCLUDING BUT NOT LIMITED TO HEART RATE, STRESS AND BLOOD PRESSURE SHOULD NOT BE TREATED AS MEDICAL ADVICE. THE MEASUREMENTS WE PROVIDE TO YOU ARE NOT INTENDED TO BE UTILIZED FOR ANY MEDICAL PURPOSES OR TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE, AILMENT, OR INJURY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE WE ARE NOT PROVIDING ANY MEDICAL ADVICE VIA OUR SERVICES. ALL CONTENT PROVIDED BY OUR SERVICES INCLUDING THE MEASUREMENTS IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE OF (A) THE ADVICE OF YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, AND (B) A VISIT, CALL OR CONSULTATION WITH YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS. SHOULD YOU HAVE ANY HEALTH-RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER PROMPTLY. IF YOU HAVE AN EMERGENCY, CALL YOUR PHYSICIAN OR YOUR LOCAL EMERGENCY SERVICES IMMEDIATELY. YOUR USE OF OUR SERVICES DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN NERVOTEC AND YOU.
  
  WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY IMPROPER USE OR MISUSE OF THE SERVICES (SUCH AS ANY UNAUTHORIZED MEASUREMENT OF ANY OTHER PEOPLE WITHOUT EXPLICIT CONSENT OF THE LATTER), OR USE OF THE SERVICES FOR ANY UNINTENDED PURPOSE).
2. Accuracy
  THE MEASUREMENTS PROVIDED TO YOU ARE ONLY FOR GENERAL WELLNESS PURPOSES, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. WHILE WE MAKE EVERY EFFORT TO PROVIDE ACCURATE ESTIMATIVE MEASURES BASED ON INTERNAL AND EXTERNAL STANDARDS, WE MAKE NO WARRANTY AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR ANY ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, COMPLETENESS OR CORRECT USE OF MEASUREMENTS, CONTENT AND ANY OTHER INFORMATION OR RESULTS YOU RECEIVE THROUGH THE SERVICES.
Limitations of Liability.
WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORISED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.

THE LIMITATIONS IN THIS SECTION 11 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Modifications to the Agreement.
We may modify this Agreement (including any Policies) at any time by posting a revised version on the Nervotec Site or by otherwise notifying you in accordance with Section 13.10; provided, however, that we will provide at least 90 days’ advance notice in accordance with Section 13.10 for adverse changes to any Service Level Agreement. Subject to the 90 day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Nervotec Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the bottom of this Agreement.
1. Modifications to the Agreement.
  We may modify this Agreement (including any Policies) at any time by posting a revised version on the Nervotec Site or by otherwise notifying you in accordance with Section 13.10; provided, however, that we will provide at least 90 days’ advance notice in accordance with Section 13.10 for adverse changes to any Service Level Agreement. Subject to the 90 day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Nervotec Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the bottom of this Agreement.
Miscellaneous.
1. Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganisation; and effective upon such assignment, the assignee is deemed substituted for Nervotec as a party to this Agreement and Nervotec is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
2. Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this Agreement are inconsistent with the terms contained in any Policy, the terms contained in this Agreement will control, except that the Service Terms will control over this document.
3. Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes, strikes, or other industrial disturbances, electrical or power outages, utilities or other telecommunications or networks or services failures or diminishments, earthquake, storms, natural disasters or other elements of nature, blockages, embargoes, riots, acts or orders of government or state, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, epidemics, pandemics, civil commotion, acts of terrorism, war, refusal of a license by a government agency.
4. Governing Law. The Agreement shall be governed by and construed in accordance with the laws of Singapore and the Parties agree to submit to the exclusive jurisdiction of the Singapore courts.
5. Dispute Resolution.
  1. If a dispute arises out of or in connection with this Agreement (including any question regarding its existence, validity or termination) or the performance, validity or enforceability of it (the “Dispute”), then the parties shall follow the procedure stated in Section 13.5:
    1. either party shall give to the other written notice of the Dispute, stating its nature and full particulars (the “Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute. Where applicable, the parties shall 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;
    2. if the parties are unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute must be submitted for mediation at the Singapore Mediation Centre in accordance with the Singapore Mediation Centre’s Mediation Procedure in force for the time being. Either party may submit a request to mediate to the Singapore Mediation Centre upon which the other party will be bound to participate in the mediation within forty-five (45) days thereof. Where applicable, 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 the Singapore Mediation Centre. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached; and
    3. If the Dispute is not resolved within thirty (30) days after commencement of mediation, the Dispute will be finally resolved by the courts of Singapore in accordance with Section 13.4.
  2. Section 13.5 will not affect any party’s right to seek an immediate remedy of an injunction, specific performance or similar court order to enforce the defaulting party’s obligations.
6. [Intentionally omitted]
7. Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
8. Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
9. Confidentiality and Publicity. You may use Nervotec Confidential Information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose Nervotec Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorised use of Nervotec Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings.
10. Notice.
  1. To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Nervotec Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Nervotec Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
  2. To Us. To give us notice under this Agreement, you must contact Nervotec by personal delivery, overnight courier or registered or certified mail to the mailing address. We may update the address for notices to us by posting a notice on the Nervotec Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
11. Contracts (Rights of Third Parties) Act. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) or otherwise to enforce or enjoy the benefit of any term of this Agreement. The rights of the parties to rescind or agree any amendment or waiver under this Agreement are not subject to the consent of any other person.
12. [Intentionally omitted]
13. No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
14. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
Definitions
“Acceptable Use Policy” means the policy located at https://nervotec.com/acceptable-use-policy/(and any successor or related locations designated by us), as it may be updated by us from time to time.

“Account Information” means information about you that you provide to us in connection with the creation or administration of your Nervotec account. For example, Account Information includes names, usernames, phone numbers and email addresses associated with your Nervotec account.

“API” means an application programming interface.

“Nervotec Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Nervotec Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Nervotec Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Nervotec Confidential Information.

“Nervotec Content” means Content we or any of our affiliates make available in connection with the Services or on the Nervotec Site to allow access to and use of the Services, including APIs; WSDLs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). Nervotec Content does not include the Services or Third-Party Content.

“Nervotec Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Nervotec and its affiliates that we may make available to you in connection with this Agreement.

“Nervotec Site” means https://nervotec.com/ (and any successor or related site designated by us), as may be updated by us from time to time.

“Content” means software (including machine images), data, text, audio, video or images.

“Documentation” means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services, as such user guides and admin guides may be updated by Nervotec from time to time.

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own Nervotec account, rather than under your account.

“Indirect Taxes” means applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

“Policies” means the Acceptable Use Policy, Privacy policy, the Site Terms, the Term of use agreement, the Trademark Use Guidelines, all restrictions described in the Nervotec Content and on the Nervotec Site, and any other policy or terms referenced in or incorporated into this Agreement, but does not include whitepapers or other marketing materials referenced on the Nervotec Site.

“Privacy Policy” means the privacy notice located at https://nervotec.com/LegalPolicies/data-protection-notice (and any successor or related locations designated by us), as it may be updated by us from time to time.

“Service” means each of the services made available by us or our affiliates, including those web or mobile services described in the Service Terms. Services do not include Third-Party Content.

“Service Level Agreement” means all service level agreements that we offer with respect to the Services and post on the Nervotec Site, as they may be updated by us from time to time.

“Service Offerings” means the Services (including associated APIs), the Nervotec Content, the Nervotec Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content.

“Service Terms” means the rights and restrictions for particular Services located at https://nervotec.com/LegalPolicies/Nervotec-service-terms (and any successor or related locations designated by us), as may be updated by us from time to time.

“Site Terms” means the terms of use located at https://nervotec.com/LegalPolicies/Nervotec-site-terms (and any successor or related locations designated by us), as may be updated by us from time to time.

“Suggestions” means all suggested improvements to the Service Offerings that you provide to us.

“Term” means the term of this Agreement described in Section 7.1.

“Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other.

“Third-Party Content” means Content made available to you by any third party on the Nervotec Site or in conjunction with the Services.

“Trademark Use Guidelines” means the guidelines and trademark license located at https://nervotec.com/LegalPolicies/Nervotec-trademark-use-guidelines (and any successor or related locations designated by us), as they may be updated by us from time to time.

“Your Content” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your Nervotec account and any computational results that you or any End User derive from the foregoing through their use of the Services. Your Content does not include Account Information.