Software End User Licence Agreement (“EULA“)
Important
Please read the terms of this EULA, all of which are conditions, carefully before installing, running, using, and/or continuing to run and/or use, this program and/or any other program, electronic file, data and/or information (the “Software”). By installing, running, using, and/or continuing to run and/or use the Software, you, the user of the Software (the “User“), indicate that the User agrees to be bound by the following Terms and Conditions, which include the Software licence and limited warranty provisions. If the User does not agree with the following Terms and Conditions or any part thereof, the User must uninstall the Software, if installed, and discontinue using the Software and/or part thereof immediately. Please note that any use of the Software in contravention to any laws, including but not limited to copyright laws of the Republic of Singapore, and other relevant international treaties, may constitute an offence.
Ownership
Title and copyright to the Software and all copies thereof remain with CiteGuard ® Pte. Ltd. (Singapore Unique Entity Number (“UEN”) 202555240Z) (the “Company”). The Company was originally incorporated as a subsidiary of Custom Automated Systems ® Pte Ltd (Singapore UEN 200806178R) (the “Parent Company”). The Software, the Company and the Parent Company were originally founded by Foo Yu Kang, Wilson (the “Founder”). The parties to this EULA are the Company and the User, and neither the Parent Company nor the Founder is a party to this EULA. The Software is copyrighted and is protected by Singapore copyright laws and international treaty provisions. The User shall not remove or alter this copyright notice and/or EULA from the Software. The User agrees to prevent any unauthorised copying of the Software for any users of this Software to the best of the User’s reasonable ability.
Contracts (Rights of Third Parties) Act
Only the Parent Company and the Founder, and no other person or entity, shall be entitled to enforce this EULA pursuant to the Contracts (Rights of Third Parties Act).
Licence
The Company grants the User the right to use the Software on a TESTING BASIS ONLY purely for the purposes of the User’s experimentation with the features of the Software for personal interest only. The User shall not use, copy, modify, rent, sell or transfer the Software or any portion thereof except as provided for in this Agreement.
Grant
This licence allows the User to:
- Use the Software on a single device at a time.
- Copy the Software solely for the purpose of installation on a device for use of the Software.
Limitations of Use
The User shall not:
- Use the Software or cause the Software to be used on more than one device at the same time;
- Sublicense the Software;
- Reverse engineer, decompile, and/or disassemble the Software;
- Copy the Software except as provided in this Agreement; and/or
- Permit simultaneous use of the Software by more than one user.
Limitation of Liability
Except as mandated by law, no further warranty of any kind, either express or implied, or warranties of merchantability or fitness for any particular purpose is given and any warranties except for those mandated by law are hereby excluded. Neither the Company, the Parent Company nor the Founder shall be liable for any loss of profits, loss of use, interruption of business, nor for indirect, special, incidental, or consequential damages of any kind. The User agrees that the Software is released on an EXPERIMENTAL BASIS only, the User uses it only for testing purposes, and the User places no reliance on the Software or any output or functionality thereof for any purpose whatsoever. The User further hereby indemnifies and hold the Company, Parent Company and Founder free from liability in respect of any damages or other loss, howsoever caused, in relation to the User’s use of the Software in any way, including for any payment made by the User to the Company, the Parent Company and/or the Founder. In the event that this exclusion of liability is found to be invalid and/or unenforceable in any jurisdiction, then the total liability of the Company, the Parent Company and the Founder shall be limited to joint liability for the total sum of one Singapore cent only, or the total price paid by the User for the Software to the Company, the Parent Company and/or the Founder, whichever is higher, and the Company further indemnifies and holds the Parent Company and the Founder free and harmless for all such liability to the User if it is found to exist. Without prejudice to the generality of the foregoing, the User hereby indemnifies and holds the Company, the Parent Company and the Founder free from liability in respect of any payments made by the User to any other party, or to the Company, Parent Company and/or Founder for the purpose of payment being made by the Company, Parent Company and/or Founder to any other party, and for any damages or other loss caused by any scam, deceit, fraud and/or negligence by the User and/or any other party.
Liquidated damages and equitable remedies for reverse engineering or breach of intellectual property
The User agrees that in the event that the User reverse engineers, decompiles, and/or disassembles the Software and/or breaches any of the Company’s, Parent Company’s and/or the Founder’s intellectual property rights, including but not limited to copyright, patent, trade marks, registered designs, trade secrets and confidential information and/or passing off, and/or breaches any term of this EULA, the loss caused to the Company, Parent Company and the Founder will be irreversible and substantial. Therefore, in such event, the User agrees to pay to each of the Company, Parent Company and the Founder, either the sum of Singapore Dollars Two Million Only (S$2,000,000.00) being a genuine pre-estimate of loss (the “Liquidated Damages”), or the actual loss and damage suffered, whichever is higher. The User further agrees that damages shall not be a sufficient remedy and that the Company, the Parent Company and the Founder shall be entitled to specific performance, injunctive relief and/or any other legal or equitable remedies, whether interim or final, which may be granted by a competent Court or arbitral tribunal.
Audit
The Company reserves the right to conduct or have conducted audits to verify the User’s compliance with this Agreement.
Termination of this Licence
The Company may terminate this licence at any time if the User is in breach of any of its terms or conditions. Upon termination, the User shall immediately uninstall the Software and destroy any copies which the User may have made and comply with such other instruction from the Company as the company may deem fit at its sole and absolute discretion. Termination shall not affect the rights of the Company, the Parent Company and the Founder to bring any action against the User.
Actions for breach
Any action, including arbitration, for breach of this EULA and/or copyright laws may be brought against the User by the Company on behalf of the Parent Company and/or the Founder or vice versa. Except as otherwise mandated by law, any legal and/or arbitral action brought by the User in relation to this EULA and/or the Software shall be brought only against the Company and the User agrees to forbear from instituting any legal, arbitral or other binding dispute resolution proceedings against the Parent Company and Founder, or joining the Parent Company and/or Founder as a party to any such proceedings without their express written consent.
Severability
Should any part of this EULA be rendered or declared invalid and/or unenforceable by a court of competent jurisdiction of the Republic of Singapore or arbitral tribunal, such invalidation and/or unenforceability of such part or portion of this Agreement shall be limited to the extent of the invalidity and/or unenforceability, and shall not invalidate and/or render unenforceable the remaining portions thereof, which shall remain in full force and effect.
Privacy
The User’s personal data shall be protected in accordance with only the mandatory protections in the Personal Data Protection Act of the Republic of Singapore, to the minimum extent possible. The User is hereby warned that the User’s personal data or part thereof may be DELETED without notice as the Software is released on a TESTING BASIS ONLY.
Posting on linked accounts
By using and/or continuing to use any of the Software, the User unequivocally authorise the Company and any of the Software to post anything the Company deems fit, at the Company’s sole and absolute discretion, using any of the User’s accounts which the User may have used to login to any of the Software, including making automated postings, including but not limited to promotional materials pertaining to the Company, Parent Company and Founder and their products.
Entire Agreement
This Agreement represents the entire understanding and agreement of the parties and supersedes all prior communications, agreements and understandings relating to the subject matter hereof.
Export
The User may not sell, transfer, export or re-sell for export to any party, this Software for use directly or indirectly. If the User has grounds for suspecting that this Software is intended to be used for any purposes prohibited by law, including but not limited to export control laws, the User shall not use, and/or permit such use of, the Software for such purposes. The User hereby indemnifies and holds harmless the Company, Parent Company and Founder from any and all contravention of any laws, regulations and/or governmental authority worldwide.
Independent legal advice
The User acknowledge that the User enters into this EULA with full knowledge of the contents hereof, of the User’s own free will and with full capacity and authority to do so, and that the User is aware of the right to obtain independent legal advice and has consciously chosen whether to exercise or waive such right.
No unfair contract term
The User expressly warrants and represents that the User does not deal with any other party as a consumer, all parties have equal bargaining power, and the User does not consider any of the terms in this EULA to be an unfair contract term.
Governing Law and Jurisdiction
This EULA is governed by the laws of the Republic of Singapore, including patent and copyright laws, excluding any rules as to the conflict of laws, which is also the law of the arbitration agreement. Service of originating process and other documents may be effected at the address of a party as registered with governmental authorities. Any dispute between the User and the Company, Parent Company and/or Founder, including any dispute arising out of or in connection with this EULA, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in the English language under the Singapore Law Society Arbitration Scheme (“LSAS”) in accordance with its rules (“LSAS Rules”). The seat of the arbitration shall be Singapore and the Tribunal shall consist of 1 arbitrator who shall be nominated by LSAS at its sole and absolute discretion. Additionally, for any arbitration which the User may bring against the Company, Parent Company and/or Founder, the following shall apply and shall be necessary conditions for any arbitration:
- There shall at a minimum be 1 meeting conducted between the disputing parties prior to arbitration, including but not limited to a meeting conducted by electronic means including video conference, and parties agree that the contents of such meeting shall be regarded as Without Prejudice, with costs borne by the User fully including all parties' legal costs on a solicitor-and-client full as-charged indemnity basis. Where any disputing party fails, refuses and/or neglects to attend or take any necessary or incidental steps necessary for such Without Prejudice meeting, all other disputing parties may proceed to arbitration. Costs shall be borne by the User fully including all parties’ legal costs on a solicitor-and-client full as-charged indemnity basis, regardless of outcome. For the avoidance of doubt, a party shall not be entitled to rely on its own refusal to attend such Without Prejudice meeting to commence arbitration.
- The parties further agree that following the commencement of arbitration, they will attempt to resolve the dispute through mediation under the Singapore Law Society Mediation Scheme (“LSMS”), in accordance with the Law Society Arb-Med-Arb Procedure under the LSAS Rules for the time being in force. Any settlement reached in the course of the mediation shall fall within the scope of this arbitration agreement and may be referred to the Arbitral Tribunal appointed in accordance with this clause and may be made a consent award on agreed terms. Where any disputing party fails, refuses and/or neglects to attend or take any necessary or incidental steps necessary for such Mediation, all other disputing parties may proceed with arbitration or apply for the arbitration to be struck out, as the case may be. Costs shall be borne by the User fully including all parties’ legal costs on a solicitor-and-client full as-charged indemnity basis, regardless of outcome. For the avoidance of doubt, a party shall not be entitled to rely on its own refusal to attend such Mediation to proceed with arbitration or apply for the arbitration to be struck out, as the case may be.