APrivacy End User License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE APRIVACY SOFTWARE. BY USING THE APRIVACY SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS AND/OR USE THE APRIVACY SOFTWARE.
This Agreement is entered into between you, as a private person or a company (“Licensee“) and APrivacy Pte. Ltd., a company organised under the laws of Singapore with a registered office at 60 Paya Lebar Road, #08-43, Paya Lebar Square, Singapore 409051. (“Licensor“). By installing, using or otherwise copying all or any portion of the software and services (the “Licensed Products“) the Licensee agrees to be bound by the terms and conditions of this Agreement.

Definitions

Documentation means the user guide, help information and/or other documentation provided by Licensor with the Licensed Products.
Intellectual Property Rights means all worldwide patent, patent applications, copyrights, trade secrets, trademarks, service marks, trade names and any other intellectual property, proprietary and database protection rights.
License means the rights to use the Licensed Products on any compatible device.
Licensee means the individual or company or other legal entity that has licensed the Licensed Products under the terms and conditions of this Agreement.
Licensor means the licensor of the Licensed Products.
Maintenance means the Licensee’s right to receive product and security updates, patches, product upgrades (where applicable to the Licensed Products) and technical support.
Media means objects on which the software applicable to the Licensed Products can be stored.
Software means any Licensor computer program accompanying this Agreement.

1. License

  1. License Grant Licensor grants to Licensee a non-exclusive, limited, non-transferable license to install and use the Licensed Products.
  2. Documentation Licensee may make and use an unlimited number of copies of any documentation, provided that such copies shall be used only for the purpose of using the Licensed Products by the Licensee and are not to be republished or distributed either in hard copy or electronic form.
  3. Copies Licensee may not ever copy or in any way duplicate the Licensed Products.

2. Restrictions

Licensee shall not:
  1. use any Confidential Information to create any software or documentation that is similar to the Licensed Products or Documentation;
  2. disassemble, decompile, reverse engineer or otherwise try to discover any source code or underlying structures, ideas or algorithms within the Licensed Products (except and only to the extent these restrictions are expressly prohibited by applicable statutory law);
  3. encumber, lease, rent, loan, sublicense, transfer or distribute the Licensed Products;
  4. copy, adapt, merge, create derivative works of, translate, localize, port or otherwise modify the Licensed Products or Documentation;
  5. use the Licensed Products in an automated process;
  6. use the Licensed Products, or allow the transfer, transmission, export or re-export of all or any part of the Licensed Products or any product thereof, in violation of any export control laws or regulations prohibited by applicable statutory law of any relevant jurisdiction;
  7. use the Licensed Products for the benefit of any third party (e.g., time-share or service bureau arrangement) without Licensor’s prior written consent, at its discretion; or
  8. permit any third party to engage in any of the foregoing proscribed acts.

3. Ownership

Licensor reserves all rights not expressly granted to Licensee under this Agreement. The Licensed Products and all worldwide intellectual property and proprietary rights therein and relating thereto, are and will remain the exclusive property of Licensor or its licensors, if any. Licensee will have no right, title or interest (whether by implication, estoppel, or otherwise) in or to the Licensed Products or any Intellectual Property Rights therein or thereto. Licensor retains all rights, title and interest in and to any and all trademarks and logos of Licensor displayed on or in the Licensed Products. Licensee agrees not to challenge or contest Licensor’s rights to or ownership of, or otherwise attempt to assert any rights in, the Licensed Products. The Licensed Products are protected by copyright and other intellectual property laws and treaties. Licensor retains the title and ownership of the software recorded on all media. The Licensed Products are licensed, not sold, to Licensee for use solely subject to the terms and conditions of this Agreement. Licensor reserves the right to remove Licensee’s right to use the Licensed Products if under Licensor’s sole discretion Licensee is in default under any of the provisions of this Agreement.

4. Maintenance and Support

Licensor will use commercially reasonable efforts to provide Licensee with maintenance and support services in accordance with its current standard practices (as amended from time to time). Licensor shall have no obligation to support any version other than the then current and immediate prior version of the Licensed Products. Licensee agrees that Licensor may charge in accordance with its then current policies for any support services resulting from (a) problems, errors or inquiries relating to any hardware, system, service or other software; or (b) use of any unsupported version of the Licensed Products. Licensor shall have no obligation to support any version of the Licensed Products should it be determined at the sole discretion of the Licensor that the Licensed Products have been modified.

5. Updates

The Licensed Products are subject to change without notice to Licensee. During the term, updated versions of the Licensed Products may be created or issued by Licensor from time to time. At its sole option, Licensor may make such updates available to Licensee of the Licensed Products.

6. Term and Termination

  1. Term This Agreement shall commence upon acceptance of the terms and conditions set out herein and continue in effect until terminated as provided herein.
  2. Termination Without prejudice to any other rights and without notice, Licensor may terminate this Agreement and Licensee’s right to use the Licensed Products if Licensee fails to comply with the any of the terms and conditions of this Agreement.
  3. Effect of Termination Upon termination of this Agreement and Licensee’s right to use the Licensed Products for any reason, all rights, obligations and licenses of the Licensor and Licensee hereunder shall cease. All provisions of this Agreement that by their nature should survive termination of this Agreement do survive its termination, including, but not limited to, provisions on ownership, proprietary rights, warranty disclaimers, liability and remedy limitations.

7. Confidentiality

  1. Scope The term Confidential Information means all trade secrets, know-how, designs, software, documentation and other financial, business or technical information of Licensor or any of its suppliers that is disclosed by or for Licensor in relation to this Agreement, but not including any information Licensee can demonstrate is (a) rightfully furnished to it without restriction by a third party without breach of any obligation to the Licensor; (b) generally available to the public without breach of this Agreement; or (c) independently developed by it without reliance on such information. All designs, software and documentation associated with the Licensed Products are Confidential Information.
  2. Confidentiality Except for the specific rights granted by this Agreement, Licensee will hold the Confidential Information in strict confidence during the term of this Agreement and until such Confidential Information falls within the public domain. Licensee will take reasonable steps to ensure that its employees and agents also comply with the strict confidentiality obligations of this section. Licensee acknowledges that confidential aspects of the Licensed Products is a trade secret of Licensor, the disclosure of which would cause substantial harm to Licensor that could not be remedied by the payment of damages alone. Accordingly, Licensor will be entitled to preliminary and permanent injunctive and other equitable relief for any breach of this section.

8. Disclaimer of Warranty

Licensee expressly acknowledges and agrees that use of the Licensed Products is at Licensee’s sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with Licensee. Except for the maximum extent permitted by applicable law, the Licensed Products are provided “as is”, with all faults and without warranty of any kind, and Licensor hereby disclaims all warranties and conditions with respect to the Licensed Products, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. Licensor does not warrant against interference with your enjoyment of the Licensed Products, that the functions contained in the Licensed Products will meet your requirements, that the operation of the Licensed Products will be uninterrupted or error-free, or that defects in the Licensed Products will be corrected. Licensee further acknowledges that the Licensed Products are not intended or suitable for use in situations or environments where the failure of, or errors or inaccuracies in the content, data or information provided by the Licensed Products could lead to death, personal injury, or severe physical or environmental damage. No oral or written information or advice given by Licensor shall create a warranty. Should the Licensed Products prove defective, Licensee assumes the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to Licensee.

9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Licensor or its suppliers be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Licensed Products, the provision of or failure to provide support or other services, information, software, and related content through the software or otherwise arising out of the use of the software, or otherwise under or in connection with any provision of this Agreement, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of Licensor or any supplier, and even if Licensor or any supplier has been advised of the possibility of such damages.

10. Remedies

Licensee’s sole and exclusive remedy for any breach of warranty or defect or error in the Licensed Products is set forth in this Agreement, and Licensor has no other liability. This Agreement defines a mutually agreed-upon allocation of risk and the fees associated with the Licensed Products reflect such allocation of risk.

11. Indemnification

By accepting this Agreement, Licensee agrees to indemnify and otherwise hold harmless Licensor, its officers, employees, agents, subsidiaries, affiliates, suppliers and other partners from any direct, indirect, incidental, special, consequential or exemplary damages arising out of, or relating to, or resulting from Licensee’s use of the Licensed Products or any other matter relating to the Licensed Products.

12. General Provisions

  1. Entire Agreement This Agreement contains the entire agreement and understanding between the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous oral or written agreements and representations.
  2. Assignment Licensee may not assign this Agreement or any of the Licensee’s rights under this Agreement without the prior written consent of Licensor, and any attempted assignment without such consent shall be void.
  3. Amendment Licensor may amend or modify this Agreement at any time without notice, which shall be binding upon Licensee accordingly. Licensee may not amend or modify this Agreement without the Licensor’s express prior written consent.
  4. Notices Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile, recognized express delivery courier or certified or registered mail. Notices shall be delivered to the address specified by Licensee when the Licensed Products were ordered, or to the address above for Licensor, as the case may be, or at such other address designated in a subsequent notice.
  5. Contact Information For any questions related to this Agreement or the Licensed Products please email us at info@aprivacy.com
  6. Acknowledgement Upon Licensee’s acceptance of the terms and conditions set forth in this Agreement and Licensee’s use of the Licensed Products, Licensee affirms that it has read this Agreement, understands it, and agrees to be bound by its contents.
  7. Governing Law This Agreement shall be governed by, construed and enforced in accordance with the laws of Singapore, without giving effect to any principles of conflicts of laws. You agree that any legal lawsuit or other action brought by you or any third party in connection with this Agreement or any matters related to the Licensed Products, will be subject only to the jurisdiction of the Singapore Courts, and you hereby expressly waive any challenge to the jurisdiction or venue of such courts. However, we retain the right to bring legal proceedings in any jurisdiction where we believe that infringement of this Agreement is taking place or originating.
  8. Injunctive Relief Licensee acknowledges and agrees that, notwithstanding any other provisions of this Agreement, Licensee’s breach or threatened breach of this Agreement shall cause Licensor irreparable damage for which recovery of money damages would be inadequate and that Licensor, therefore, may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.
  9. Force Majeure Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) nor have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
  10. Survival The limitations of liability and ownership rights of Licensor contained herein and Licensee’s confidentiality obligations and other obligations following termination of this Agreement shall survive the termination of this Agreement.
  11. Waiver The failure of Licensor to enforce any rights granted under this Agreement or to take action against the Licensee in the event of any breach hereunder shall not be deemed a waiver by the Licensor as to subsequent enforcement of rights or subsequent actions in the event of future breaches unless the same is waived in writing.
  12. Severability If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
  13. Headings; Interpretations Headings used in this Agreement are provided for convenience of reference only and shall not be used to construe meaning or intent.
  14. Export Restrictions Licensee acknowledges that the Licensed Products may be subject to export restrictions. Licensee agrees to comply with all applicable international and national laws that apply to the Licensed Products, including end-user, end-use, and destination restrictions issued by governments.
  15. Consent of Use of Data Licensee acknowledges that Licensor collects certain information regarding the Licensees of the Licensed Products, including certain personally identifiable information. You hereby consent to Licensor’s collection and use of such information, and agree that Licensor’s collection and use of such information will be governed by Licensor’s Privacy Policy.
  16. Communication of License Licensee agrees to communicate the terms and restrictions contained in this Agreement to all persons under his or her employment, direction, or control who have access to the Licensed Products.