IMPORTANT INFORMATION
All i-Sprint software, including “AccessMatrix,” “YESsafe,” and “AccessReal,” and all releases provided as part of the maintenance and support services (“Software”), are licensed, not sold. Use of the Software is subject to license restrictions. Please carefully read this EULA before using the Software. Use of the Software indicates complete and unconditional acceptance of the terms and conditions set forth in this EULA by i-Sprint Innovations Pte Ltd or its Affiliates (“Licensor”).
In consideration for the fees that you shall pay, Licensor will grant you a non-transferable, nonexclusive, revocable (in the event of your failure to comply with these terms or in the event Licensor is not properly paid), restricted license to use the Software, which you may install and run according to the terms and conditions of this License. Additional licenses may be purchased from Licensor.
(a) Under the License, you may: i) make one copy or two copies of the Software for back-up or archival purposes; and ii) transfer the Software to another user or computer, provided however that you completely assign all rights to the Software under the License, and transfer all copies of the Software or destroy any such copies not transferred. Any copyright or other notice marked on the Software and related user documentation or terms (“Documentation”) must be reproduced where an authorized copy is made.
(b) You shall not: i) modify, decompile, disassemble, reverse engineer, rent, lease, loan, sublicense, distribute, or create derivative works based upon the Software or Documentation; ii) copy the Software (except for back-up or archival purposes) or remove any copyright or other notice marked on the Software or Documentation; iii) install the Software in a manner which is accessible to multiple machines on a network unless otherwise expressly agreed in writing; or iv) use the Software or Documentation in a way that violates any law, including any intellectual property law or law regulating fraudulent, libelous, scandalous, obscene, or immoral matter, in the jurisdictions in which you use the Software or Documentation.
The Software is copyrighted, trade secret and has been patented (or patent pending). All rights not granted to you in the License remains and will remain with Licensor, including without limitation, title, ownership, processes as well as all intellectual property rights associated with the Software and Documentation. The Software is protected by applicable intellectual property laws, including without limitation, Singapore, as well as all applicable international intellectual property laws and treaties.
You acknowledge that the Software and Documentation are and incorporate confidential and proprietary information. You shall take all precautions necessary, at least the same security measures or degree of care as you would apply to your own confidential or proprietary information, to safeguard the confidentiality of the Software and Documentation, and shall not, to the extent permitted by law, disclose any information about the Software or Documentation to any other person without Licensor’s prior written consent. The placement of any copyright notice on the Software does not constitute publication or otherwise impair its confidential nature. You acknowledge that any breach of this clause will cause irreparable harm to the Licensor.
LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE IS WITHOUT DEFECT AND ERROR-FREE OR WILL SATISFY YOUR NEEDS. FURTHER, LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE SECURE OR UNINTERRUPTED, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE SOFTWARE AND DOCUMENTATION ARE LICENSED “AS IS,” AND LICENSOR, ALONG WITH ITS RESELLERS, DISTRIBUTORS AND SUPPLIERS, DISCLAIMS ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS. NO INFORMATION OR STATEMENT, ORAL OR WRITTEN, PROVIDED BY LICENSOR OR A REPRESENTATIVE OF LICENSOR SHALL CREATE OR MODIFY THIS WARRANTY OR ITS SCOPE.
LICENSOR AND ITS RESELLERS, DISTRIBUTORS AND SUPPLIERS SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR COST INCURRED FROM THE USE OF THE SOFTWARE, AND THEY SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, BASED UPON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, COST OR EXPENSES OF ANY KIND, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OF ANTICIPATED SAVINGS, EVEN IF LICENSOR OR ITS RESELLERS, DISTRIBUTORS OR SUPPLIERS ARE INFORMED OF THE POSSIBILITY FOR SUCH DAMAGES. IN ANY CASE, THE AGGREGATE LIABILITY OF LICENSOR, ITS RESELLERS, DISTRIBUTORS, AND SUPPLIERS ARISING OUT OF ANY CLAIMS, DEMANDS, DAMANGES, LOSSES, COSTS, OR ACTIONS UNDER THIS LICENSE SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO OBTAIN THE RIGHTS TO USE THIS SOFTWARE.
You agree that you shall not use, ship, transfer, export or re-export the Software and / or Documentation into any country in violation of any Singapore or United States export law or governmental regulation, or any other applicable international law in which the Software and Documentation were legally obtained, including without limitation to a) any United States embargoed country; b) anyone on the United States Treasury Department’s list of Specially Designated Nationals; or c) the United States Department of Commerce’s Denial Orders.
Except as otherwise expressly agreed in writing, the License shall be construed in accordance with and governed by the laws of Singapore, regardless of the location of the forum that shall adjudicate, interpret and enforce those laws, and without giving effect to any choice of law or conflict of law rules that would cause the application of the laws of any jurisdiction other than the laws of the Singapore to govern the rights and duties of the parties.
The License is effective until terminated. The License shall automatically terminate, without notice, if you fail to comply with any terms of the License, Documentation or any additional applicable terms, agreements or documents between you and Licensor for the use of the Software. You may terminate the License by sending Licensor a written notice, which must include the date of the notice and your signature. Upon termination of the License, you shall destroy the original and all copies of the Software and Documentation. The provisions of Clause 3, 4, 5, 6, 7 and 8 shall survive the termination of the License, howsoever caused, but this shall not imply or create any continued right to use the Software after termination of the License.
You shall not sublicense, rent or lease the Software and Documentation, or distribute copies or adaptations of the Software and Documentation to any member of the public by any means without Licensor’s prior written authorization.
Except as provided for in Clause 1 above, you shall not assign, transfer, or delegate the License or any part of the Software or Documentation without Licensor’s prior written consent. Licensor may freely transfer, assign, or delegate all or any part of the License, and any rights and duties thereunder, without the requirement of consent. The License will be binding upon and inure to the benefit of the heirs, successor, and permitted assigns of the parties.
If any term in the License is found void and unenforceable, it will not affect the validity of the remainder of the License, which shall remain valid and enforceable. If for any reason a court of competent jurisdiction finds any provision of the License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of the License shall continue in full force and effect.
Except as otherwise expressly provided herein, the License constitutes the entire agreement between Licensor and you regarding the use of the Software and Documentation, and supersedes any prior agreement, oral or written, or any other communication with Licensor regarding the use of the Software and Documentation and the contents of this License. No amendment or modification of this License will be enforceable unless Licensor expressly consents in writing, signed by an authorized officer of Licensor.
The Software may contain third party open source software / freeware. In addition to any terms and conditions of any third party open source software / freeware license, Clause 4 and 5 above shall apply to all Software. Please contact the Licensor for updated information.
Except as otherwise expressly agreed in writing, you and Licensor will be ready to comply with any applicable data protection law.