END USER LICENSE AGREEMENT
BY ACCESSING AND/OR USING, KAI CO-CREATE, OUR SOFTWARE-AS-A-SERVICE ("PRODUCT") PROVIDED BY NCS PTE. LTD. ("NCS"). IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE FOLLOWING TERMS. BY CLICKING "AGREE," AND/OR BY PROCEEDING TO USE THE PRODUCT, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE LEGALLY BOUND BY ALL THE TERMS OF THIS END USER LICENSE AGREEMENT ON BEHALF OF A COMPANY ("USER") AND YOU REPRESENT THAT YOU ARE AN EMPLOYEE OR AUTHORISED AGENT OF THE USER AND THAT YOU HAVE THE AUTHORITY TO ACCEPT ALL OF THE TERMS SET FORTH HEREIN ON BEHALF OF THE USER.
NCS may revise any part of this Agreement in its sole discretion from time to time and without prior notice to the User by updating this Product website. Hence, the User must visit this page periodically for changes. If the User disagree with any changes to this Agreement, the User's sole remedy is to discontinue the use of this Product. The User's continued use of the Product after a change has been posted constitutes the User's acceptance of the change thereafter.
1.
DEFINITIONS
1.1
In this Agreement, the following words and expressions shall have the following meanings:
Affiliate
means an entity: (i) which is directly or indirectly controlling a party hereto; (ii) which is under the same direct or indirect ownership or control of a party hereto; or (iii) which is directly or indirectly owned or controlled by a party hereto. For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (50%) or more of the votes in such entity, or is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
Agreement
means this END USER LICENSE AGREEMENT as may be amended, modified or supplemented from time to time.
Confidential Information
means any information of NCS, which is of a technical, business or other nature, including without limitation trade secrets, know how, and information relating to the technology (including the Product or any of its constituent parts), customers, business activities, plans and projections, operations, promotional and marketing activities, the provisions of the Agreement and other business affairs, that is: (a) disclosed by NCS in connection with this Agreement; (b) accessed, collected or obtained by the User in connection with this Agreement; (c) marked as "confidential", "proprietary" or similar notation if provided by NCS in tangible form and/or (d) may reasonably be regarded as confidential or commercially sensitive.
Documentation
means any supporting product help and technical specifications documentation provided by NCS to the User with respect to the Product.
Duration
means the Subscription Term purchased and paid for by the User as set out in the Order Form between NCS/NCS' authorised reseller and the User.
Intellectual Property Rights
means patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, including the right to sue for and recover damages for past infringements.
Order Form
means the order document containing commercial information and any additional terms specific to the User's purchase of the Product including but not limited to the Subscription Term, and the Subscription Fees.
Output
means the information and/or visuals generated as a result of processing the User Data through the Product and made available to the User in the Product.
Product
means the product(s) in object code form only which NCS agrees to provide to the User by way of cloud subscription, including any Output generated by the Product.
Subscription Fees
means the subscription fees payable by the User, or where you are purchasing subscription to the Product from a Reseller, payable by the Reseller, to NCS for the subscription to the Product.
Subscription Term
means the period of the User's paid subscription to the Product(s) as set out in the relevant Order Form.
Territory
means (a) Singapore in the case where the User has purchased Product licenses directly from NCS; and (b) the territory in which the relevant NCS authorised reseller is located where the User has purchased Product licenses from NCS' authorised reseller.
User Data
means the data uploaded by the User to the Product.
Virus
means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2. PRODUCT
2.1 The Product contains components which are licensed to the User by third parties ("Third Party Software"). The Third Party Software are either commercially licensed software by third parties ("Third Party Commercial Software") or "open source" software licenses ("Open Source Software"). The licence terms applicable to Third Party Commercial Software and Open Source Software are collectively referred to as "Third Party Software Licence Terms". Notwithstanding anything to the contrary elsewhere in this Agreement (a) the Third Party Software License Terms shall apply to the User for the applicable Third Party Software in addition to the terms in this Agreement; (b) to the extent of inconsistencies between the terms of this Agreement and the Third Party Software Licence Terms, the latter shall prevail with respect to such Third Party Software; and (c) NCS shall not be responsible for any obligations relating to or in connection with the Third Party Software. The Third Party Software licence terms are available on the Product website which the User is deemed to have read. The User hereby agrees to and shall comply with the Third Party Software Licence Terms.
3. LICENSE GRANT, ACCESS AND USE
3.1 The Product (including all improvements, enhancements, derivative works, and modifications thereof) is owned by NCS and third party owners of Third Party Software, and is protected by copyright and/or other intellectual property rights in one or more jurisdictions. Subject to the terms and conditions of this Agreement, NCS hereby grants to the User a non-exclusive, non-assignable, non-transferable, limited and revocable license to use the Product in the Territory to create virtual analytics models and for any other purposes agreed in the Order Form during the Subscription Term. The User acquires no rights in or to the Intellectual Property Rights described above other than as expressly granted by this Agreement. The User shall do and execute or arrange for the doing and executing of, each necessary act, document and thing that NCS may consider necessary or desirable to perfect the right, title and interest of NCS in and to the Intellectual Property Rights in the Product(s). The rights provided under this clause 2 are granted to the User only and shall not be considered granted to any of the User's related corporations.
3.2 User undertakes that:
(a) the User's access and use the Product shall comply strictly to the terms of this Agreement and any additional terms set out in the relevant Order Form;
(b) for the Duration and for a period of two (2) years after its expiration or termination, the User shall maintain complete and accurate records of its use of the Product to verify compliance with this Agreement. NCS (including its agents and Affiliates) and its auditors shall have the right to examine such records and any applicable books, systems, and accounts. Such audits shall be conducted with reasonable notice and at reasonable times, during the User's business hours, and shall occur no more than once every twelve (12) months unless there is reasonable cause for the same.
3.3 The User shall not upload to the Product or during the course of its use of the Product, access, store, distribute or transmit any Viruses or any material that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property;
and in the event of any breach of the foregoing, NCS reserves the right, without liability to the User, to disable or terminate the User's access to the Product and/or to terminate the User's subscription to the Product.
3.4 The User shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties or to the extent expressly permitted under this Agreement:
(a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Product and/or Documentation (as applicable) in any form or media or by any means; or
(b) reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Product; or
(c) access all or any part of the Product and Documentation in order to build a product or service which competes with the Product; or
(d) use the Product and/or Documentation to provide services to third parties or otherwise for the benefit of third parties, save for using the Product to create virtual analytics models and for any other purposes agreed in the Order Form; or
(e) license, sell, sub-license, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Product and/or Documentation available to any third party; or
(f) attempt to obtain, or assist third parties in obtaining, access to the Product and/or Documentation, other than to the extent permitted herein; or
(g) use the Product:
(ⅰ) in a way prohibited by law, regulation, governmental order or decree;
(ⅱ) to violate the rights of others;
(ⅲ) to try to gain unauthorized access to or disrupt any service, device, data, account or network;
(ⅳ) to spam or distribute malware;
(ⅴ) in a way that could harm the Product or impair use of it by any other person; or
(ⅵ) in any application or situation where any failure associated with the Product could lead to the death or serious bodily injury of any person, or to physical or environmental damage;
and in the event of any breach of the foregoing, NCS reserves the right, without liability to the User, to disable or terminate the User's access to the Product.
3.5 The User shall prevent any infringement of NCS's Intellectual Property Rights in the Product and shall promptly report to NCS any such infringement that comes to its attention. In particular, the User shall not permit third parties to have access to the Product without the prior written consent of NCS.
3.6 NCS, NCS'agents and/or NCS'Affiliates (as the case may be) (hereinafter, the "NCS Representative") will notify the User in writing if the User has used the Product in excess of its authorised scope of use or is otherwise not in compliance with this Agreement. The User agrees to pay to the appropriate NCS Representative within ten (10) working days of receiving such written notice, the charges that the NCS Representative specifies in an invoice for (i) any such excess use, (ii) support for such excess use; and (iii) any additional charges and other liabilities determined as a result of the audit.
3.7 The User may download and store the Output on the User's computer equipment and redistribute such digital copy.
3.8 NCS shall not be liable for the Output generated by the User's use of the Product and the User hereby indemnify, defend and hold harmless NCS, its Affiliates and the Third Party Software owners and licensors from and against any and all costs, liabilities, damages, losses and expenses and any third party claims, including, but not limited to, reasonable attorneys' fees, arising from or in connection with the Output.
4. EVALUATION SUBSCRIPTION
4.1 If the User subscribes to use the Product for evaluation purposes or other limited, temporary use as authorised by NCS ("Evaluation Subscription"), the User's use of the Evaluation Subscription is only permitted for the period stated by NCS in the Order Form. If NCS does not specify any evaluation period, the evaluation licence is valid for thirty (30) days from the date the Evaluation Subscription is made available to the User. The User's access to the Product will be disabled or terminated upon the expiry of the evaluation period. The Evaluation Subscription is supplied as is without support or warranty of any kind, express or implied. NCS does not assume any liability arising from any use of the Evaluation Subscription. For the avoidance of doubt, this evaluation subscription cannot be used in the development environment, and the Evaluation Subscription shall not be used for commercial purposes. The User authorises NCS to use any feedback, ideas, and/or data the User provides or generates in connection with its use of the Evaluation Subscription.
5. USER DATA
5.1 The User shall be wholly responsible and liable for the legality, reliability, integrity, accuracy and quality of the User Data.
5.2 The User agrees that NCS and its contractors may collect, use, transfer, disclose and otherwise process User Data as reasonably required for NCS or its contractors for the purposes of this Agreement.
5.3 NCS shall not be obliged to archive or back up any User Data and shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party.
6. HIRD PARTY PROVIDERS
6.1 The User acknowledges that the Product website may enable or assist the User to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that the User does so solely at the User's own risk. NCS makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the User with any such third party including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Any contract entered into and any transaction completed via any third-party website is between the User and the relevant third party, and not NCS. NCS recommends that the User refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. NCS does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Product.
(ⅰ) the accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of any such third-party website, service and/or product including any open-source pre-trained model made available to the User for training via the Product; or
(ⅱ) any User's communication, transactions completed, and/or any contract entered into with any such third party. Any contract entered into and any transaction completed via any third-party website is between the User and the relevant third party, and not NCS. NCS recommends that the User refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website.
7. USER OBLIGATIONS
7.1 The User shall:
(a) in order for NCS to perform its obligations hereunder, provide NCS with:
(ⅰ) all necessary co-operation in relation to this Agreement; and
(ⅱ) all necessary access to such information as may be required by NCS;
(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) always use caution when giving out any personally identifiable information about the User or any children in any communication services. NCS does not control or endorse the content, messages or information found in any communication services and, therefore, NCS specifically disclaims any liability with regard to the communication services and any actions resulting from the User's participation in any communication services.
(d) carry out all other responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the User's provision of such assistance as agreed by the parties, NCS may adjust any agreed timetable or delivery schedule as reasonably necessary;
(e) ensure that User's use of the Product and Documentation shall be in strict compliance with this Agreement;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for NCS, its contractors and agents to perform their obligations under this Agreement;
(g) shall ensure that the User's network and systems comply with the relevant specifications provided by NCS from time to time; and
(h) be solely responsible for procuring and maintaining the User's network connections and telecommunications links, and the User shall be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User's network connections or telecommunications links or caused by the internet.
8. CHARGES AND PAYMENT
8.1 The Subscription Fees are exclusive of all applicable withholding, value-added and sales taxes (including without limitation Singapore Goods and Services Taxes), duties and levies which shall be borne by the User. The Subscription Fees are set out and payable in accordance with the payment terms set out in the Order Form between NCS/NCS' authorised reseller and the User. The Subscription Fees may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
8.2 The Subscription Fees for some packages may have a limited number of usage credits for the Subscription Term and in such event, if the usage credits are fully utilised before the expiry of the Subscription Term, NCS may restrict or suspend the User's access for the remainder of the Subscription Term. Unused usage credits are non-refundable and will expire at the end of the Subscription Term.
8.3 The Subscription Fees are exclusive of training to the User. The User may request NCS separately for the purchase training packages if available.
8.4 Failure to make payment of the Subscription Fees within the payment term indicated in the Order Form and/or invoice may lead to suspension or termination, in addition to NCS' right to charge late interest fee on the overdue amount at 18% per annum or such other maximum interest rate permissible by applicable laws. Such interest will continue to accrue on a daily basis from the due date as stated in the invoice until receipt of payment in full.
8.5 The User Account. If the User create an account on the Product website, the User is fully responsible for maintaining the security of the User's account and all activities that occur under the account. The User must immediately notify NCS of any unauthorized uses of the User's account or any other breaches of security. NCS IS NOT LIABLE FOR ANY ACTS OR OMISSIONS BY THE USER, INCLUDING ANY DAMAGES OF ANY KIND INCURRED AS A RESULT OF SUCH USER'S ACTS OR OMISSIONS.
8.6 Third Party Payment Processing. NCS may utilize a third-party payment provider to process payment on the Product website. If the User choose to make payment on the Product website, The User is bound by such third-party provider's applicable terms of use and privacy policies, and NCS shall not be liable to the User or others for any loss or damage related to the use of the payment process by the third-party provider.
9. CONFIDENTIALITY
9.1 In the course of this Agreement, the User acknowledges that NCS may disclose Confidential Information to the User. The User agrees that such Confidential Information shall be used only for the sole purpose of discussions concerning, and the exercising and/or performing of its rights and obligations in this Agreement (the "Purpose"). The User shall not disclose such Confidential Information, whether directly or indirectly, to any third party, without the prior written approval of NCS.
9.2 Confidential Information does not include any information that:
(a) was already in the public domain or becomes publicly known without any breach of the provisions herein;
(b) prior to disclosure hereunder, was already in the User's possession either without limitation on disclosure to others or subsequently becoming free of such limitation;
(c) was, is or becomes available to the User from a third party having an independent right to disclose such information;
(d) is independently developed by the User without the use of the Confidential Information; or
(e) information which the User is required to disclose by law, order of court, stock exchange on which the User or its holding company is listed, or by the rules or regulations of any relevant regulatory or governing body with jurisdiction over the User, provided that the User provides NCS with written notice of such order prior to disclosure and where possible, within such time as to allow NCS a reasonable opportunity to oppose such disclosure before a court or agency of competent jurisdiction.
9.3 NCS reserves all rights in its Confidential Information. No rights or obligations in respect of NCS' Confidential Information other than those expressly stated in the Agreement are granted to User, or to be implied from the Agreement.
9.4 The User acknowledges that the Confidential Information is valuable to NCS and any unauthorized disclosure may cause irreparable damage to the NCS. The User agrees that monetary damages alone would not be a sufficient remedy for any breach of this Clause 9 and that upon any actual or threatened breach of the obligations contained in this Clause 9, NCS shall be entitled, in addition to any other rights or remedies available to it at law or equity, to seek specific performance or injunctive relief.
10. WARRANTIES AND INDEMNITIES
10.1 Each Party represents and warrants that:
(a) it has full power and authority to enter into the Agreement and perform its obligations herein; and
(b) it has obtained and shall maintain throughout the term of this Agreement, all licences, permits, authorisations and approvals required for it to perform its obligations under this Agreement.
10.2 The User represents and warrants that it (a) has the sole responsibility to comply with all applicable laws and regulations relating to or in connection with the User's use of the Product, including any data privacy, data protection and/or telecommunications related regulations or guidelines issued by any government, regulatory body or competent authority; and (b) to safeguard the Product and Documentation to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. The User acknowledges that the Product and Documentation contains valuable confidential information and trade secrets and that unauthorized use and/or copying is harmful to NCS.
10.3 The User agrees to indemnify, defend and hold harmless NCS, its Affiliates and the Third Party Software owners and licensors from and against any and all costs, liabilities, damages, losses and expenses and any third party claims, including, but not limited to, legal and other professional fees in full , arising from or in connection with (a) compliance with specifications supplied by the User (b) the User's use, misapplication and/or misuse of the Product or Documentation and/or (c) alteration or repair of the Product otherwise than by NCS (b) death, personal injury, property damage or any other loss caused by an act or omission of the User and/or (d) User's breach of this Agreement, any Third Party Software Licence Terms and/or applicable laws.
10.4 EXCEPT FOR THE FOREGOING WARRANTIES, ALL PRODUCTS, DOCUMENTATION AND THE STANDARD MAINTENANCE ARE PROVIDED 'AS IS' AND ALL WARRANTIES, CONDITIONS AND TERMS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE EXTENT PERMITTED BY LAW. Without limitation, the User accepts that:
(a) NCS does not warrant that the User's use of the Product will be uninterrupted or error-free; or that the Product, any documentation and/or the information obtained by the User through the Product will meet the User's requirements or that the Product and/or Documentation is non-infringing;
(b) the Product and any information generated by it (taken individually or collectively) are not intended to be used as the basis for any business or operational decision, andNCS does not guarantee the accuracy and/or completeness of any information generated by the Product; and
(c) NCS is not responsible for any delays, delivery failures, or any other loss or damage, including any denial of service attacks, or resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Product and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
11. LIMITATION OF LIABILITY
11.1 IN NO EVENT SHALL NCS, ITS AFFILIATES AND/OR ITS THIRD PARTY SOFTWARE LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, DEPLETION OF GOODWILL, PURE ECONOMIC LOSS, OR FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWSOEVER ARISING.
11.2 With the exclusion of death or bodily injury directly caused by the proven fault or negligence of NCS, NCS' aggregate liability for all claims, losses and/or damages under and/or in connection with tHIS AGREEMENT, whether for liability in contract, indemnity, tort or otherwise, shall NOT EXCEED THE LOWER OF EITHER ONE HUNDRED THOUSAND SINGAPORE DOLLARS (SGD 100,000.00) OR THE SUBSCRIPTION FEES PAID BY THE USER UNDER THE RELEVANT ORDER FORM DURING THE TWELVE (12) CALENDAR MONTHS PRECEDING THE ACCRUAL OF THE RIGHT OF ACTION.
11.3 THE USER ACCEPTS THAT WHEN USING THE PRODUCT OR ITS WEBSITE, THE USER MAY BE EXPOSED TO MATERIAL THAT MAY BE OR IS INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE TO THE USER. NCS IS NOT RESPONSIBLE FOR THE FOREGOING AS WELL AS ACCURACY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO THE USER DATA AND/OR THE OUTPUT. THE USER HEREBY AGREE TO WAIVE ANY AND ALL LEGAL OR EQUITABLE RIGHTS OR REMEDIES THAT THE USER MAY HAVE OR MAY HAVE AGAINST NCS WITH RESPECT THERETO.
12. TERMINATION
12.1 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, NCS may at any time terminate this Agreement immediately by giving written notice to the User if:
(a) the User fails to pay any amount due under this Agreement or the Order Form on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
(b) the User commits a material and irremediable breach of any term of this Agreement;
(c) the User commits a material and remediable breach of any term of this Agreement and fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; or
(d) the User makes a voluntary arrangement with its creditors or becomes subject to an administration order, is wound up or placed under judicial management by an order of court or passes a resolution for its winding up or liquidation, or ceases, or threaten to cease, to carry on business or becomes insolvent.
12.2 Termination shall not affect or prejudice the accrued rights of NCS as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
12.3 On termination of the Agreement for any reason:
(a) all rights and/or licences granted and maintenance (if any) under this Agreement shall immediately cease;
(b) the User shall immediately pay any outstanding unpaid invoices and interest due to NCS and/or its authorised reseller in the Territory. NCS and/or its authorised reseller in the Territory shall submit invoices for any Product that it has supplied, but for which no invoice has been submitted, and the User shall pay these invoices immediately on receipt;
(c) the User shall as soon as reasonably practicable return, destroy or permanently erase (as directed in writing by the other party) all Documentation, information or data provided to it by NCS and/or NCS' authorised reseller containing, reflecting, incorporating or based on Confidential Information belonging to NCS. If required by NCS, the User shall provide written evidence no later than seven (7) days after termination of this Agreement confirming the destruction and non-retention of any copies of them;
(d) the User shall as soon as reasonably practicable return all of NCS' equipment and materials (where applicable). Until these are returned or repossessed, the User shall be solely responsible for their safe-keeping; and
(e) NCS may immediately destroy or otherwise dispose of User Data (if any) in its possession.
12.4 Notwithstanding its obligations in this Clause 12, if the User is required by any law, regulation, or government or regulatory body to retain any documents or materials containing NCS' Confidential Information, it shall notify NCS in writing of such retention, giving details of the documents and/or materials that it must retain.
12.5 Clauses 1.1, 8, 9, 10, 11, 12 and 13 shall survive the expiration and/or earlier termination of this Agreement.
13. GENERAL
13.1 The rights provided under this Agreement are granted to the User only and shall not without NCS's prior written consent be granted to any other third party including any User's Affiliates.
13.2 The User hereby acknowledges that the Product may be subject to the Strategic Goods (Control) Act in Singapore, United States Export Controls and other jurisdiction economic sanction laws, regulations and requirements and to import laws, regulations and requirements of certain foreign governments. The User shall ensure its compliance with all applicable export or import laws, regulations or requirements of any government, authority or agency.
13.3 The Contracts (Rights of Third Parties) Act (Chapter 53B) shall not apply for the benefit of any party who is not a party to this Agreement and other than NCS' Affiliates and the Third Party Software licensors.
13.4 Except as otherwise provided, any notice or other communication required or permitted under this Agreement shall be in writing and delivered in person, mailed or delivered by recognized courier service, properly addressed and stamped with the required postage and shall be deemed effective upon receipt. Alternatively, a written notice which is not the service of proceedings or documents pertaining to any legal action, may be sent by email to support@kaisense.co, which shall be deemed to have been received by the recipient at 9.00am destination time of the next business day after transmission.
13.5 The failure of by NCS to insist upon strict performance of any of the terms and conditions hereunder, or waiver by NCS in the exercise of any of its remedies shall not constitute a subsequent waiver of such terms and conditions or a waiver of any default or remedy or subsequent default or remedy, unless otherwise agreed to in writing by NCS.
13.6 NCS shall not be in breach of this Agreement nor liable for delay or failure to perform any of its obligations under this Agreement resulting from any events, circumstances or causes beyond NCS' reasonable control including, but not limited to, acts of God, pandemics, war, acts of terrorism, riot, failure of electrical, Internet, co-location or telecommunications service, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or fuel crises ("Force Majeure Event"). NCS may suspend its obligations under this Agreement with written notice to the User due to any Force Majeure Event that renders continued performance to be commercially impracticable, or for any scheduled or emergency downtime as notified to the User. Where the Force Majeure Event continues to persist for a consecutive period of sixty (60) days, NCS may terminate this Agreement forthwith with written notice to the User.
13.7 In the event that any provision in this Agreement or part of is found invalid or unenforceable by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
13.8 This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.
13.9 This Agreement and the documents referred to in it shall collectively constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior proposals, negotiations, communications and agreements, whether oral or written, between the Parties with respect to the subject matter hereof. To the greatest extent permitted under law, the remedies provided in this Agreement shall be the sole and exclusive legal remedies of the Parties.
13.10 NCS reserves the right to modify any provisions of this Agreement at any time at NCS' discretion and without liability to the User. The modifications will be effective immediately upon our posting the modified terms on the Product website. The User's continued use of the Product following the posting of the modifications constitutes the User's acceptance to the modifications.
13.11 The Parties are independent contractors and nothing herein contained shall be construed to constitute a partnership, agency or joint venture between the Parties hereto, and neither of the parties shall be bound by any representation, act or omission of the other.
13.12 This Agreement is governed by the laws of Singapore without reference to its conflict of law provisions.
(a) If the User is a company incorporated in Singapore, the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
(b) If the User is a company which is incorporated in any country other than Singapore, all disputes arising in connection with this Agreement shall be settled by arbitration in Singapore in the English language in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator to be mutually appointed by the Parties, or in the absence of mutual agreement within fourteen (14) days from date of referral to SIAC, be appointed by the President of the SIAC Court of Arbitration whose decision will be final and binding on the Parties.