In these LOCTOC Client Terms of Business (“Terms of Business), “Company” and “Client” refer to the LOCTOC and Client entity stated on the applicable Sales Order (“SO”) validly executed between LOCTOC and Client.
Provisions in these Terms of Business regarding access to and use of specific products and services (including the KNOW Platform and the Professional Services) apply only to the extent Client has purchased them.
1.1. Subject to the terms hereof, Company will provide Client with technical support services in accordance with the terms set forth in Exhibit S. The Services provided by the Company to the Client is non-exclusive. Nothing in this Agreement prevents the Company from providing the Services to any other Client and/or User and/or person.
2.1. Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, schematics or design, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party or otherwise commercially exploit the Services; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Client for use on Client premises or devices, Company hereby grants Client a non-exclusive, non-transferable, non-sub-licensable license to use such Software during the Term only in connection with the Services.
2.2. Client represents, covenants, and warrants that Client will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) of any kind in connection with any claim or action that arises from an alleged or actual violation of the foregoing or otherwise from Client’s use of Services and further indemnify the Company against any infringement of rights of a third party (including but not limited to Intellectual Property Rights and privacy rights) and/or from objectionable, misleading, incorrect content or Data. Although Company has no obligation to monitor Client’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.3. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
3.1. Each party including its representatives, employees, associates, agents (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes but is not limited to non-public information regarding features, functionality and performance of the Service; marketing, financial information and business plans. Proprietary Information of Client includes non-public data provided by Client to Company to enable the provision of the Services (“Client Data”). The Receiving Party agrees:
i. to take reasonable precautions and adequate security measures to protect such Proprietary Information, and
ii. not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof or any information (except all such information that may be construed as Intellectual Property) that the Receiving Party can document:
a. is or becomes generally available to the public, or
b. was in its possession or known by it, prior to receipt of such information from the Disclosing Party, or
c. was rightfully disclosed to it without restriction by a third party, or
d. was independently developed without use of any Proprietary Information of the Disclosing Party or
e. is required to be disclosed by law.
3.2. Client shall own all right, title and interest in and to the Client Data. Company shall own and retain all right, title and interest in and to:
a. the Services, concept, method, process, design, code, technique, process, algorithm, system architecture, system security, interface and Software, all research, development, improvements, enhancements or modifications thereto and future product offerings including pricing and availability,
b. any software, applications, inventions or other technology developed in connection with Implementation Services or support,
c. Website, Application, underlying systems and
d. all intellectual property rights related to any of the foregoing.
3.3. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and Company will be free (during and after the term hereof) to:
i. use of such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and
ii. disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
3.4. Client warrants that it has procured the written consent of the individuals whose personal data Client is entering into the System, including but not limited to the personal data of Client’s employees. Client therefore agrees to fully defend, hold harmless and indemnify the Company against any and all damages, costs, third party claims and enforcement actions howsoever arising in relation to the personal data entered into the System, including but not limited to settlement fees, penalties and legal fees on a solicitor-client basis.
3.5. The Company has no obligation to monitor any content uploaded to the System or into Client’s account. Nonetheless, if the Company determines in its sole discretion that due to the Client’s breach of any term of this Agreement or any takedown requests that the Company may receive from third parties, the Company shall be entitled at any time in its sole discretion to:
a. remove any part or all of Client’s Client Data from the System or Client’s account; or
b. suspend Client’s access to the System, without any prior notice to the Client.
Thereafter the Company will contact Client to provide Client with an opportunity to remedy the breach or third party complaint (if remedy is possible), but all fees payable under this Agreement shall continue to be payable by Client during any suspension period. Client agrees that the Company has no liability whatsoever to Client for removing or deleting part or whole of its Client Data, or for suspending Client’s access to the System or any application in the System. In the event that the breach or third party complaint is not remedied within the timeline stipulated by the Company, the Company shall be entitled to terminate this Agreement without any liability whatsoever to the Client, and the Client shall be responsible for paying to the Company all fees payable for the balance of the Contract Period or a Renewed Contract Period.
4.1. Client will pay Company the then applicable fees described in the SO for the Services and Implementation Services in accordance with the terms therein (the “Fees”) within the stipulated time. Non-payment of applicable fees within the stipulated time shall entitle the Company to immediately suspend the Client’s access to the System without prior notice to the Client and such suspension shall continue until outstanding fees are paid in full. If Client’s use of the Services exceeds the Service Capacity set forth on the SO or otherwise requires the payment of additional fees (per the terms of this Agreement), Client shall be billed for such usage and Client agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Client (which may be sent by email). If Client believes that Company has billed Client incorrectly, Client must contact Company no later than 30 (thirty days) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s Client support department.
4.2. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Client shall be responsible for all taxes including but not limited to duties, cess, VAT, GST, penalties and fines associated with the Services.
5.1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the SO, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination with at least thirty (30) days prior to the end of the then-current term.
5.2. In addition to any other remedies it may have, either party may also terminate this Agreement upon Sixty (60) days’ notice (or without notice in the case of nonpayment by the Client), if the other party materially breaches any of the terms or conditions of this Agreement. Client will pay in full for the Services up to and including the last day on which the Services are provided. The Company shall at its option refund a pro-rata amount excluding the system administration fee and/or set-up fee for the reminder of the service period that the Client has already paid the applicable fees, if the Company exercises its option Terminate this Agreement and/or providing of its services to the Client. The Client shall not be entitled to any refund of the applicable fees and shall be liable to pay any such additional fee incurred for the services availed, if the Client exercises its option to terminate this Agreement. The Company shall reserve the right to terminate this Agreement immediately if the terms requested by the Client is altered from the description as provided in Exhibit S herein. Upon any termination, Company will make all Client Data available to Client for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Client Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Clauses 3, 6, 7 and 8 survive termination of this Agreement.
5.3. Upon termination of this Agreement, Client shall immediately cease all access to and use of the system. Where any permissions or licenses are provided by the Company to the Client, the Client shall permit Company access to Client’s premises to retrieve and/or delete such copies from the Client’s or its affiliates hardware within 15 days of termination of this Agreement.
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. The Client agrees and represents that this Agreement and the Services provided by the Company are for the purpose of a business and the Consumer Protection (Fair Trading) Act, 2003 or such other equivalent Consumer Protection laws in the respective territory does not apply. However, Company does not warrant that the Services will be uninterrupted, SECURE, error free OR VIRUS FREE; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE OPERATION OF THE SYSTEM AND ANY ASSOCIATED APPLICATIONS OR SOFTWARE WILL BE UPDATED. UPDATES OR IMPROVEMENTS EXCEPT FOR THE USUAL SYSTEM UPDATES AND IMPROVEMENTS UNDERTAKEN BY THE COMPANY IN THE NORMAL COURSE AT ITS DISCRETION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR BUSINESS), HOWSOEVER ARISING, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED ABOUT THE POSSIBILITY OF THE SAME. FURTHER, OTHER THAN IN THE EVENT OF BREACH OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S LIABILITY SHALL NOT EXCEED THE FEES RECEIVED BY THE COMPANY FOR THE PRECEEDING 3 (THREE) MONTHS FROM THE DATE OF THE CLAIM.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable (severability). This Agreement is not assignable, transferable or sub-licensable by Client except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of Singapore without regard to its conflict of laws provisions. Any disputes or differences that cannot be settled by mutual discussions shall be settled by Arbitration by a sole arbitrator to be mutually appointed by the Parties. The venue for arbitration shall be Singapore and the language of arbitration shall be English. Neither Party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure.
Company will provide Technical Support to Client via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Singapore time, with the exclusion of Public Holidays (“Support Hours”).
Client may initiate a helpdesk ticket during Support Hours by calling +65 9137 1392 or any time by emailing email@example.com.
Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.