END USER TERMS AND AGREEMENTS
Nervotec Pte Ltd (“Nervotec”) designs software that helps you gain insights into your physical and mental wellbeing and empowers you to lead a healthier life. These terms and agreements (“Terms”) apply to your access and use of the aWEARness service (“Service”).
You must accept and consent to these Terms as well as the terms to our hardware partners Actxa Pte Ltd, to create an aWEAR account and to access or use the Service. If you do not have an account, you accept these Terms by using any part of the Service.
The Service is not intended to diagnose, treat, cure, or prevent any disease. If you have a medical or heart condition, consult your doctor before using the Service to engage in any exercise program, or changing your diet. If you experience a medical emergency, stop using the Service and consult with a medical professional. We are not responsible for any health problems that may result from training programs, consultations, products, or events you learn about through the Service. If you engage in any exercise program you receive or learn about through the Service, you agree that you do so at your own risk and are voluntarily participating in these activities.
Prolonged contact with wearable devices may contribute to skin irritation or allergies in some users. To reduce irritation, follow four simple tips: (1) keep it clean, (2) keep it dry, (3) don’t wear it too tight, and (4) give your wrist a rest by removing the band for an hour after extended wear. The sensors on the back of the watch only needs to be in contact with your skin and any excessive tightness will not improve any readings. If you notice any skin irritation, soreness, tingling, numbness, burning or stiffness in your hands or wrists while or after wearing the product, remove your device and please discontinue use. If any symptoms persist longer than 2-3 days after removing the device, consult your doctor.
aWEARable products uses heart rate monitoring technology that may pose risks to users with certain health conditions. Consult your doctor prior to use of such products if you (1) have a medical or heart condition, (2) are taking any photosensitive medicine, (3) have epilepsy or are sensitive to flashing lights, (4) have reduced circulation or bruise easily, or (5) have tendonitis, carpal tunnel syndrome, or other musculoskeletal disorders.
The aWEARness system comprises our wearable devices (“aWEARable”) including associated firmware, our gateway applications, admin dashboard and software, websites, APIs, products, and services.
You may only connect to the Service using (i) a device that is manufactured, distributed or sold by Nervotec’s partners or through its authorised resellers or agents; (ii) our mobile applications and software, software or devices; or (iii) our partner websites (“Authorised Connections”). You may not connect to the Service with any device that is not manufactured, distributed, or sold by Nervotec through its licensees itself or through its authorised resellers or agents (such as a knock off or counterfeit version of a lifestyle device); or any unauthorised application or third-party connection. Any violation or attempted violation of this provision may result in the immediate termination of your ability to access the Service.
The use of the Service requires that you create an account by providing us with information such as your full name and a valid email address, as well as a strong password. You are responsible for all activity that occurs in association with your account. Nervotec or its partners are not liable for any losses or damages caused by your failure to maintain the confidentiality of your account credentials.
The use of the Service is dependent upon your use of a computer with adequate software or a supported mobile device and Internet access. The maintenance and security of this equipment may influence the performance of the Service and it is your responsibility to ensure the equipment’s functionality. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges.
You agree not to (1) upload any content that contains software viruses or is designed to interrupt, destroy, or limit the functionality of any equipment or services, or that contains other harmful, disruptive, or destructive files or content; (2) use or attempt to use another user’s account without authorization, or impersonate any person or entity; (3) harvest, solicit, or collect information of other users for any reason whatsoever, including, without limitation, for sending unsolicited communications; or (4) use the Service in any manner that, in our sole discretion, is objectionable or restricts or inhibits any other person from using or enjoying the Service, or which may expose us or our users to any harm or liability of any type.
The Service’s content (“Content”) includes any photos, images, graphics, video, audio, data, text, music, exercise regimens, food logs, recipes, comments, software, works of authorship of any kind, and other information, content, or other materials that are posted, generated, provided, or otherwise made available through the Service. The Content, the Service, and its underlying technology are protected by copyright, trademark, patent, intellectual property, and other laws of Singapore. We reserve all rights not expressly set out in these Terms. You agree not to remove, change or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Service. Our logos and any other trademarks that may appear on the Service, and the overall look and feel of the Service, including page headers, graphics, icons, and scripts, may not be copied, imitated or used, in whole or in part, without our prior written permission. Other trademarks, product, and service names and company names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder.
Nervotec grants you a limited, non-exclusive, non-transferable, non-sub-licensable, revocable licence to (1) access and use the Service, (2) access and view the Content, (3) access and use the software and mobile applications provided by the Service, and (4) use the software that is embedded into devices as authorised in these Terms. With respect to items (3) and (4), this licence includes any third-party software embedded in any Service.
You will not use, sublicense, copy, adapt, modify, translate, disclose, prepare derivative works based upon, distribute, license, sell, rent, lease, assign, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Content, Service or any portion thereof (including any third-party software), except as expressly permitted in these Terms. No licences or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Nervotec or its licensors, except for the licences and rights expressly granted in these Terms.
Except to the extent permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the Service: (1) use, display, mirror, or frame the Service or any individual element within the Service, including the layout and design of any page, without Nervotec’s express written consent; (2) use Nervotec’s name, any Nervotec or aWEARness trademark or logo, or any proprietary information without Nervotec’s express written consent; (3) access or tamper with non-public areas of the Service, Nervotec’s computer systems, or the technical delivery systems of Nervotec’s providers; (4) test the vulnerability of any Nervotec system or breach any security or authentication measures; (5) circumvent any technological measure implemented by Nervotec or any of Nervotec’s providers or any other third party (including another user) to protect the Service; (6) access the Service or Content through the use of any mechanism other than through the use of an Authorized Connection, Service, or Nervotec API; or (7) modify, decompile, disassemble, reverse engineer, tamper with, or otherwise attempt to derive the source code of any software that Nervotec provides to you or any other part of the Nervotec Service.
You are granted a limited, nonexclusive, and non-transferable right to create a text hyperlink to the Service for non-commercial purposes, provided that such link does not portray us or any of our products or services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing, or otherwise objectionable. This limited right may be revoked at any time in Nervotec’s sole discretion.
We reserve the right (but are not required) to remove or disable access to the Service, any Content, at any time and without notice, and at our sole discretion, if we determine that the Content or your use of the Service is objectionable or in violation of these Terms. We have the right to investigate violations of these Terms and any conduct that affects the Service, and in response may take any action we may deem appropriate.
If you rely on any Content or the Service, you do so solely at your own risk.
Our goal is to provide helpful and accurate information and insights on the Service, but we make no endorsement, representation, or warranty of any kind about any Content, information, insights or services. The accuracy of the data collected and presented through the Service is not intended to match that of medical devices or scientific measurement devices neither is it intended to replace or substitute such devices.
We are not responsible for the accuracy, reliability, availability, effectiveness or correct use of information you receive through the Service. Content and the Service may change from time to time or vary by geographic location. Maps, directions and other GPS or navigation data, including data relating to your current location, may be unavailable, inaccurate or incomplete.
Use of the Service should not replace your good judgement and common sense. Please read and comply with all safety notices that accompany your use of the Service.
Returns and Warranty
Policy apply to purchases of physical goods from Nervotec.
Proof of concept participants or free trial users are also covered under this Warranty Policy. If the hardware is found to be caused by misuse or is misplaced, then a replacement must be made to Nervotec based on the following schedule.
As part of your use of the Service, you agree to receive notifications, text messages, alerts, emails, and other electronic communications. You agree to the receipt of these communications. You can control most communications from the Service by using your account settings. We may need to provide you with certain communications, such as service announcements and administrative messages. You are responsible for any messaging or data fees you may be charged by your wireless carrier. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.
Nervotec may change or discontinue, temporarily or permanently, any feature, component or content of the Service at any time without notice. Nervotec is not liable to you or to any third party for any modification, suspension or discontinuance of any feature, component or content of the Service. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed without prior notice to you.
We reserve the right to suspend or deactivate your account or your access to certain aspects or all of the Service, or to terminate these Terms, at our sole discretion, at any time and without notice or liability to you. Upon any such suspension, deactivation or termination, we may delete or remove information related to your account. You may close your account at any time by contacting us in writing. Upon any termination of these Terms or suspension, termination or discontinuation of the Service or your account, the relevant provisions of these Terms will survive.
THE SERVICE AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Service or Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no guarentee regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of the Service or any Content.
You will indemnify and hold harmless Nervotec and its officials, directors, employees, affiliates, agents, licensors, and contractors from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third party, governmental authority, or industry body, and all liabilities, damages, losses, costs, and expenses, including without limitation reasonable lawyers’ fees, arising out of or in any way connected with (i) your access to or use of the Service, (ii) Your Content, (iii) your breach or alleged breach of any warranties made by you hereunder or your violation of any other provision of these Terms, or (iv) your violation of any law or the rights of a third-party. We reserve the right to assume control of the defence of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defences.
NEITHER NERVOTEC, ITS SUPPLIERS, OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REGULATROY FINES, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NERVOTEC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
You agree that any dispute between you and Nervotec arising out of or relating to these Terms of Service, the Service, or any other licensed products or services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.
Governing Law: Except as otherwise required by applicable law, the Terms of Service and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the republic of Singapore without regard to its conflict of laws principles.
Informal Dispute Resolution: We want to address your concerns without needing a formal legal case. Before filing a claim against Nervotec, you agree to try to resolve the Dispute informally by contacting email@example.com. We will try to resolve the Dispute informally by contacting you via email. If a dispute is not resolved within 15 days after submission, you or Nervotec may bring formal proceedings.
We Both Agree To Arbitrate: You and Nervotec agree to resolve any Disputes through final and binding arbitration.
Except as otherwise stated herein, these Terms constitute the entire and exclusive understanding and agreement between Nervotec and you regarding the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Nervotec and you regarding the Service and Content.
We will notify you before we make material changes to these Terms and give you an opportunity to review the revised Terms before continuing to use the Service. When you use the Service after a modification becomes effective, you are deemed to have agreed to the modified Terms.
If for any reason a court finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without Nervotec’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Nervotec may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of Nervotec, their successors, and permitted assigns.
Any notices or other communications provided by Nervotec under these Terms, including those regarding modifications to these Terms, will be given: (i) via email or (ii) by posting to the Service. For notices made by e-mail, the date of receipt on the message will be deemed the date on which such notice is transmitted.
Nervotec’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of Nervotec. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Additional terms may apply to certain products or services. In the event that there is a conflict between these Terms and any additional terms, the additional terms will control.
Bottom line up front, we
want to assure you that Nervotec does not ever sell your data to advertisers,
marketers or other third parties for ad revenue. We are only privy to data and
information when explicit consent by the user is given. If consent is given,
the data collected will only be used to improve our services and provide better
and more accurate algorithms for users.
How we handle your data and the transparencies to our privacy policies is the foundation of trust that is built between us and our users. In a nutshell, we do not and will not monetise any data that is collected from our users. Data collected is primarily used to a) analyse to provide insights or b) enhance our algorithms to improve on our accuracies. Such data, when extracted this purpose, must be anonymized and will not lead back to the identification of its source. We thank you for sharing your data with us to make workplaces safer, and we will always be open and transparent on how we handle your data.
Here we describe the privacy practices for our devices, applications, software, websites, APIs, products, and services (“Services”). You will learn about the data we collect, how we use it, the controls we give you over your information, and the measures we take to keep it safe.
When you use our Services, we collect the following types of information.
INFORMATION YOU PROVIDE US
Some information is required to create an account on our Services, such as your name, email address, password, date of birth, gender, height, weight, and in some cases your mobile telephone number. This is the only information you have to provide to create an account with us. You may also choose to provide other types of information, such as a profile photo, biography, etc.
To help improve your experience or enable certain features of the Services, you may choose to provide us with additional information, like your logs for food, weight, sleep, water, etc.
If you contact us or participate in a survey, contest, or promotion, we collect the information you submit such as your name, contact information, and message.
INFORMATION WE RECEIVE FROM YOUR USE OF OUR SERVICES
Your device collects data to estimate a variety of metrics like the number of steps you take, your distance traveled, calories burned, weight, heart rate, sleep stages, active minutes, and location. The data collected varies depending on which device you use. When your device syncs with our applications or software, data recorded on your device is transferred from your device to our servers.
The Services include features that use precise geolocation data, including GPS signals, device sensors, Wi-Fi access points, and cell tower IDs. We collect this type of data if you grant us access to your location. You can always remove our access using your device or mobile device settings. We may also derive your approximate location from your IP address.
We use this information to
provide users with a more tailored and personalized experience, however we
would like to assure users that we do not share your location or sell your
location to other parties. If you would like to disable this feature, you can
easily do so via your settings.
When you access or use our Services, we receive certain usage or network activity information. This includes information about your interaction with the Services, for example, when you view or search content, install applications or software, create or log into your account, pair your device to your account, or open or interact with an application on your aWEARable device.
We also collect data about the devices and computers you use to access the Services, including IP addresses, browser type, language, operating system, aWEARable or mobile device information (including device and application identifiers), the referring web page, pages visited, location (depending on the permissions you have granted us), and cookie information.
We use the information we collect for the following purposes.
PROVIDE AND MAINTAIN THE SERVICES
Using the information we collect, we are able to deliver the Services to you and honor our Terms of Service contract with you. For example, we need to use your information to provide you with your aWEARness dashboard tracking your body temperature, health status, activity, and other trends; to enable the features of the Services; and to give you customer support.
IMPROVE, PERSONALIZE, AND DEVELOP THE SERVICES
We use the information we collect to improve and personalize the Services and to develop new ones. For example, we use the information to troubleshoot and protect against errors; perform data analysis and testing; conduct research and surveys; and develop new features and Services.
When you allow us to collect precise location information, we use that information to provide and improve features of the Services such as recording where the measurement took place or mapping an activity. This allows us to create a flu map that will help policy makers in managing pandemics.
We also use your information to make inferences and show you more relevant content. Here are some examples:
COMMUNICATE WITH YOU
We use your information when needed to send you Service notifications and respond to you when you contact us.
PROMOTE SAFETY AND SECURITY
We use the information we collect to promote the safety and security of the Services, our users, and other parties. For example, we may use the information to authenticate users, facilitate secure payments, protect against fraud and abuse, respond to a legal request or claim, conduct audits, and enforce our terms and policies.
We never sell the personal information of our users. We do not share your personal information except in the limited circumstances described below.
FOR EXTERNAL PROCESSING
We transfer information to our corporate affiliates, service providers, and other partners who process it for us, based on our instructions, and in compliance with this policy and any other appropriate confidentiality and security measures. These partners provide us with services globally, including for customer support, information technology, data analysis, research, and surveys.
We may share non-personal information that is aggregated or
de-identified so that it cannot reasonably be used to identify an individual. We may disclose such information publicly and to third parties, for example, in public reports about exercise and activity, to partners under agreement with us.
If we are involved in a merger, acquisition, or sale of assets, we will continue to take measures to protect the confidentiality of personal information and give affected users notice before transferring any personal information to a new entity.
Editing and Deleting Data. By logging into your account and using your account settings, you can change and delete your personal information. For instance, you can edit or delete the profile data you provide and delete your account if you wish.
If you choose to delete your account, please note that while most of your information will be deleted within 30 days, it may take up to 90 days to delete all of your information, like the data recorded by your aWearable device and other data stored in our backup systems. This is due to the size and complexity of the systems we use to store data.
We keep your account information, like your name, email address, and password, for as long as your account is in existence because we need it to operate your account. In some cases, when you give us information for a feature of the Services, we delete the data after it is no longer needed for the feature. We keep other information, like your exercise or activity data, until you use your account settings or tools to delete the data or your account because we use this data to provide you with your personal statistics and other aspects of the Services. We also keep information about you and your use of the Services for as long as necessary for our legitimate research interests.
To learn more and about your privacy choices, please read our Cookie Use statement.
We work hard to keep your data safe. We use a combination of technical, administrative, and physical controls to maintain the security of your data. This includes using Transport Layer Security (“TLS”) to encrypt many of our Services. No method of transmitting or storing data is completely secure, however.
TECHNOLOGIES WE USE
OUR USE OF THESE TECHNOLOGIES
Below are the ways that we and our partners use these technologies on our Services.
CATEGORY OF USE
PURPOSE OF THE USE
To help us remember your settings and preferences, like your preferred language or the country you are in, so that we can provide you with a more personalized experience.
Authentication and Security
To log you into the Services; enable us to show you your account data; and help us keep your data and the Services safe and secure.
Analytics and Research
To help us understand how you are using the Services so that we can make them better, faster, and safer.
Specific Terms and Conditions for Software as a Service (SaaS)
(“these Specific Terms” or “these Specific Terms and Conditions”)
1.1 In this Specific Terms and Conditions, the following words and expressions shall have the following meanings and other terms defined in the clauses below shall have the respective meanings assigned to them: “Customer” means any person(s) or entity(s) who applies or subscribes for or utilises the Service; “Customer Agreement” has the same meaning as the Enterprise Terms or any equivalent agreement which may be entered into between Nervotec and Customer; “Customer Premise Equipment” or “CPE” means any hardware or software provided by the Customer for use with the Service; “SRCA” means the form called Service Request-Cum-Agreement; “End User” means any person(s) authorized by the Customer to use the Service; “End User License” means any license terms imposed by any Third Party Vendor on Customers and End Users; “Force Majeure Event” means an event or occurrence:
(a) which is beyond Nervotec or Nervotec’s subcontractor, consultant or agents reasonable control, including natural disasters like national emergency, strike or equivalent labour action, fire, thunderstorm or, storm;, any decision by a competent authority; cable or network damage caused by a third party; flooding or equivalent water related accident; peak in electricity supply or discontinuation of essential raw material;
(b) which Nervotec or Nervotec’s subcontractor, consultant or agents could not have reasonably foreseen or taken reasonable measures to prevent; “Intellectual Property Rights” means all copyright, patent, trademarks, confidential information and other intellectual property relating to or embodied in the Service and any software, service documents and/or work provided in relation to the Service and all documentation thereof; “License Term” means the term for which the Customer is granted access rights for the Service, as identified in the SRCA. and shall commence on the same day as the Service Commencement Date; “Portal” means the aWEARness web-portal; “SaaS” means Software as a Service, a software delivery model in which the software is developed by Nervotec and its associated data are hosted on the cloud, where users will access through the Portal by using thin clients such as a web browser; “Service” refers to the software and infrastructure in a hosted environment provided and maintained by Vendor to which Customer is being granted access under this Customer Agreement via a web site or another designated IP address. Service or Services includes maintenance or upgrade services described in this Agreement; “Service Commencement Date” shall be the date the Service is first made available for use by the Customer as specified in the Customer Agreement or equivalent contract; “Nervotec” means Nervotec Private Limited and its successors; “Subsequent Orders” means additional purchases (including but not limited to add-on licenses or credits) for the Services; “Term” shall mean the Minimum Subscription Period, as the case may be; “Third Party Vendor” shall mean any person or entity that provides SaaS, third party software, hardware and/or related intellectual property;
1.2 The words and expressions used in these Specific Terms and Conditions, which are defined in the General Terms but are not defined in these Specific Terms and Conditions, shall have meanings as defined in the General Terms unless the context otherwise requires.
1.3 The headings or titles to the Clauses in these Specific Terms and Conditions are to facilitate reference and shall not be referred to or relied upon in the construction of any provision of these Specific Terms and Conditions.
2.1 If applicable or as referred to in the Additional Terms the period of trial for the Service (“Trial Period”) shall be: (a) a period of up to one hundred and eighty (180) days; or (b) such other period as may be stipulated by Nervotec as the Trial Period in the SRCA.
2.2 The Service provided during Trial Period (“Trial Service”) shall automatically be terminated at the end of the Trial Period. Customer shall inform Nervotec five (5) days prior to expiry of the Trial Period that it wishes to convert the Trial Service to a paid Service failing which, all data contained in the Service shall be removed and deleted as stated in Clause 7.4 below. Nervotec shall not be liable for any loss, damage or liability incurred or sustained by the Customer (including loss of data) as a result of using the Trial Service.
2.3 The Customer is responsible to backup and export any data contained in the Trial Service before the Trial Service is terminated.
2.4 The Customer acknowledges that Service maintenance will not be provided during the Trial Period.
3.1 The Customer acknowledges and agrees that Nervotec reserves the right to vary the published Fees and Charges at any time before the Customer purchases the Service.
3.2 Unless otherwise stated in this Customer Agreement or any applicable additional terms, the subscription period for the Service shall be for a minimum period of 12 months from the Service Commencement Date (the “Minimum Subscription Period”) or such other period as may be stipulated by Nervotec unless Parties agree to extend the Minimum Subscription Period in writing 30 days prior to the expiry of the Minimum Subscription Period (“Subsequent Term”). The Customer shall pay the Fees and Charges for the Service as set forth in the SRCA.
3.3 If the Customer continues subscribing to the Service after the Minimum Subscription Period, the Customer agrees that the Minimum Subscription Period’s Fees and Charges may no longer be valid and the Customer will be liable to pay the prevailing Fees and Charges for the Service.
3.4 All Subsequent Orders shall be at Nervotec’s prevailing rates.
4.1 Subject to the terms and conditions of this Customer Agreement, during the applicable License Term, the Customer is granted a non-exclusive, non-transferable and non-sub licensable license for the Customer to access and use the Service.
4.2 Customer may provide access to its authorised End-Users to access and use the Service and for its internal business purposes in compliance with this Agreement, provided Customer is responsible for all such End-User’s actions that violate any terms of this Agreement, and any breach by any End-User or any breach by a third party shall be a breach by Customer.
4.3 Any training materials or technical documents provided to the Customer in connection with or in relation to the use or access of the Service shall be incorporated and be part of the Customer Agreement. 4.4 The Customer may authorise only named End Users to use the Service and shall keep a register of such named users and make it available for Nervotec’s inspection at Nervotec’s request.
4.5 the Customer is responsible for ensuring that any terms and conditions of use of the Service are brought to the attention of, and complied with by, any person that the Customer permits or allows to use the Service.
4.6 The Customer shall not and shall not authorise or permit a third party to:
(a) through the use of the Service infringe any copyright or other intellectual property rights pertaining to the information or resources made available by the Service or belonging to Nervotec or any third party nor shall the Customer retain such information or resources for re-use in any computer system or otherwise;
(b) use the Service to access information and/or resources which are private to individuals and organizations unless permission to do so has been granted by the owners or holders of the rights to such resources and/or information;
(c) reverse engineer, decompile, disassemble or otherwise discover the Service or the Service APIs (application programming interface) or the software for the Service or develop, change, modify, copy or create derivative works of the Service or the software for the Service; or (d) remove, modify or obscure any copyright, trademark or other proprietary rights notices that is contained in the Service.
4.7 The license is subject to respective license limitations. In the event usage of the Service exceeds the subscribed allocated limits, the Customer is required to purchase additional licenses to increase the allocated limits.
4.8 The Service may be bundled with, or incorporates as add-ons to other services. The terms and conditions for those services shall apply and the Customer shall comply with those additional terms, together with these Specific Terms, in such scenarios.
4.9 Each Customer may purchase multiple licenses to access and use the Service.
5.1 The Service is provided “as is” and “as available”. Nervotec does not guarantee that the Service is fault free, continuous or uninterruptable or provide any other warranties, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement with respect to the Service. Further, Nervotec makes no warranties that:
(a) the Service will be available on an uninterrupted, timely, secure, or error-free basis; and
(b) the content or results that may be obtained from the use of the Service or any content provided on or through the Service will be accurate and reliable.
5.2 Nervotec may carry out Service maintenance from time to time. The Customer agrees that during such maintenance periods the Service may not be available to the Customer, and the Customer shall have no claims against Nervotec for any such outages.
5.3 The Customer is solely responsible for its and its End Users and/or third parties use of the Service (including all software, equipment, devices and documentation) and the content of all communications facilitated by the Service. The Customer warrants that no such display, use, content or conduct of the Customer, an End User and/or any third party in relation to the Service shall be unlawful (including without limitation, fraud, invasion of privacy, illegal pornography, obscenity, defamation or interferences with, or disruption to, other network users, network services or network equipment) or prohibited by the terms of these Specific Terms and Conditions, and that no such display, use, content or conduct shall infringe the rights of any third party (including without limitation, intellectual property rights or confidential information) and Customer agrees to indemnify and render harmless and defend at its own expense, Nervotec, Nervotec’s subcontractors or Third Party Vendors (or their associated companies, officers and employees) against any and all costs, claims or other liability (including reasonable legal fees), arising as a result of such display, use, content or conduct.
5.4 Nervotec is not responsible for any failure of the Service due to any accident, abuse, misapplication or unauthorised modification of the Service or a device provided for use with the Service by the Customer, an End User and/or any third party.
5.5 Nervotec will ensure security protocols are in place when handling your data. However, Nervotec does not warrant (and expressly excludes any and all express or implied warranties) that the Service will be without failure, delay, interruption, error or loss of content, data or information.
5.6 Nervotec shall not be liable for any compatibility issues or malfunctions or faults pertaining to Customer’s computers, applications, other software or data connections or any third party engaged by the Customer nor shall Nervotec be liable for any loss of data associated with the Service.
5.7 The Customer is responsible for supplying and authorizing access of the Service to its End Users. The Customer is responsible to terminate or reassign access to the Service from any End User that the Customer deems to have become unauthorized to access the Service at any time and shall promptly notify Nervotec of such reassignment or termination of access.
5.8 The Customer acknowledges that the availability of the Service is subject to:
(a) availability of resources, including, without limitation, availability of a suitable network infrastructure at the time at which the Service is requested or delivered;
(b) geographic and technical capability of the Nervotec network and of Nervotec’s delivery systems at the time at which the Service is requested or delivered;
(c) provisioning time that may be required by Nervotec to provide the Service;
(d) the CPE meeting the minimum internet browser requirements as published on the Portal for the Service from time to time; and
(e) the settlement of Customer’s outstanding debts in any Nervotec service accounts.
5.9 The Customer acknowledges that:
(a) the Customer must procure and maintain at its own expense any equipment, software, operating conditions and/or specifications needed to implement, receive and use the Service, unless Nervotec expressly agrees otherwise in writing;
(b) the Customer is responsible for establishing and retaining a data connection with the internet or such network required to gain access to the Service;
(c) the technical means by which Nervotec supplies the Service is at Nervotec’s sole discretion;
(d) the Service does not include and Nervotec shall not be responsible for any configuration of the CPE. This includes the configuration of any wired or wireless connectivity that may be supported by the CPE, unless as expressly stated in the Additional Terms;
(e) where the parties agree that Nervotec delivers a solution containing both SaaS services and other services and/or products, the terms of the non SaaS service part of the solution are to be agreed between the parties separately;
(f) upon using the Service, the Customer shall procure that each End User acknowledges and accepts the Third Party Vendor terms of service and/or End User License agreement. Breach of any Third Party Vendor’s terms may entitle Third Party Vendor to take legal action against the Customer;
(g) the Customer hereby consents that any data entered, used and/ or processed by the Service may reside on Third Party’s Vendor’s infrastructure;
(h) the Customer may use the Service only for its own internal use and the Customer may not resell or distribute the Service, unless expressly stated in writing to the contrary and agreed in writing with Nervotec; and
(i) if applicable, any change in Service may cause Service termination and Clauses 7.4 and 7.6 may apply.
6.1 The Service supports limited number of web browsers and may require helper applications, client software and equipment. Supported combinations published on the Portal may be changed from time to time.
6.2 Nervotec has no obligation to provide, support or maintain the Service if the Customer uses software, any software version, equipment or other facilities that are not in compliance with the Service requirements.
6.3 The Service may be updated from time to time by Nervotec.
6.4 Nervotec is entitled to change the Service if such change is necessary due to mandatory legislation or a decision by a competent authority or the change relates to changes by any third party licensor or hardware or software manufacturer to its products or license terms or cessation of business.
6.5 Notwithstanding any other termination rights contained in the Customer Agreement that Nervotec may have, Nervotec has a right to discontinue the Service or any feature thereof. In such instance, Nervotec may terminate the agreement for the Service or feature thereof by notifying the Customer reasonably in advance.
7.1 The access rights granted herein with respect to the Service shall remain effective until the Minimum Subscription Period for the Service expires or the license for the Service is terminated in accordance with the General Terms, these Specific Terms or the Customer Agreement. .
7.2 Nervotec or the Customer (subject always to these Specific Terms including clause 7.6 below) may terminate the Service, including/or the Subsequent Order, by giving to the other not less than thirty (30) days’ prior written notice.
7.3 The Customer is responsible to backup any data contained in the Service prior to Service termination.
7.4 Upon termination (regardless of whether such termination occurs at Trial Period or Term), the Customer’s data and/or user accounts will be removed and deleted.
7.5 Nervotec may terminate the Service, block any Service content and/or Service access as the case may be with immediate effect if Nervotec believes that the Customer or End User’s use of the Service as the case may be is unlawful including, without limitation, alleged breach of any End User License, fraud, invasion of privacy, illegal pornography, obscenity, defamation or interference with, or disruption to, other network users, network services or network equipment.
7.6 Upon termination of the Service, the Customer shall be liable to pay Nervotec:
(a) where the effective date of termination of the Service is the same as the expiry date of the Minimum Subscription Period for the Service, the Fees and Charges up to and including the effective date of termination of the Service;
(b) where the effective termination date of the Service is before the expiry date of the Minimum Subscription Period for the Service, the Fees and Charges up to and including the effective date of termination of the Service and 100% of the monthly recurring charge(s) for the period between the effective date of termination of the Service and the expiry date of the Minimum Subscription Period of the Service (if applicable); or
(c) where the effective termination date of the Service occurs during the Subsequent Term, the Fees and Charges up to and including the effective date of termination of the Service and 100% of the monthly recurring charge(s) for the period between the effective date of termination of the Service and the expiry date of the Subsequent Term of the Service (if applicable).
8 Intellectual Property Rights
8.1 All the Intellectual Property Rights belong to Nervotec, Nervotec’s subcontractors or Third Party Vendors who have issued licenses to Nervotec for the provision of the Service (as the case maybe) and are not transferred to the Customer.
9.1 The Customer shall be responsible and liable for any costs, expenses and damages of Nervotec arising out of or due to the unauthorized use, copying, reproduction and/or distribution of the Service, the software or their parts.
9.2 Nervotec shall not be liable in any way, whether in contract, tort (including negligence or breach of statutory duty) or otherwise for any losses, damage or liability incurred or sustained by the Customer as a result of Nervotec carrying out actions on Customer’s request or instructions.
9.3 Nervotec shall not be liable for any direct, indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or data use, incurred by the Customer or any third party, whether in an action in contract or tort, arising from the Customer’s access to or use of the Service.
10.1 Nervotec is released from all contractual obligations and liability if Nervotec’s performance is affected by any Force Majeure Event.
11.2 If the Content relates to personal information or data relating to its End User or employee(s), the Customer shall obtain the consent of its End User or employee(s) for the collection, use and disclosure of such personal data and act in accordance to the standards set by the Personal Data Protection Commission (“PDPC”) and the Personal Data Protection Act 2012 of Singapore.
12.1 The Customer acknowledges and agrees that the Service may include Third Party Vendor software and/or other related items in respect of which the Customer agrees to bear any and all risk arising from any use thereof or reliance upon any results or data produced thereby. Nervotec makes no warranty or representation whatsoever in relation to any component of the Service and specifically disclaims any and all express or implied warranties (including any warranty as to non-infringement, satisfactory quality and/or suitability for purpose etc) in relation therewith to the maximum extent permissible by law. Accordingly, the Customer shall not have or make any claim whatsoever against Nervotec or any of its related corporations arising from any use by the Customer of any component of the Service or howsoever otherwise relating to the Service. 12.2 The Customer shall, at all times, be bound by and shall fully observe and comply with any and all Third Party Vendor terms and conditions of use whether or not attached to these Specific Terms, including any variations and/or amendments thereto, that are at any time notified to the Customer by such third party or by Nervotec. The Customer acknowledges and agrees that it shall be a condition for the Service to be rendered or continue to be rendered (as the case may be) that the Customer to agree to and be bound by and to fully observe such Third Party Vendor terms.
12.3 The Customer shall be bound by and shall fully observe and comply with the General Terms as well as such other terms and conditions as may be agreed or accepted by the Customer. The rights and protections conferred on Nervotec under these Specific Terms and Conditions shall be additional to the rights and protections conferred on Nervotec under the General Terms and any other terms and conditions agreed or accepted by the Customer.
12.4 Any Clause in the General Terms, these Specific Terms and Conditions, or any other terms and conditions as may be agreed or accepted by the Customer, that is invalid, unenforceable or illegal shall be enforced as nearly possible in accordance with its intended meaning, but shall otherwise be deemed to be severed and shall not affect the enforceability of any other Clauses, which Clauses shall continue to be valid and enforceable to the fullest extent permitted by law.