Licence Agreement
PLEASE READ THESE LICENCE TERMS CAREFULLY
This licence agreement (Licence) is a legal agreement between you (Licensee or you) GearUp Portal Pte. Ltd. of 987 Serangoon Road, Singapore 328147 (Licensor, us or we) for GearUp computer software, the data supplied with the software, and the associated media (Software), and electronic documentation (Documentation).
We license use of the Software and Documentation to you on the basis of this Licence as well as any other applicable terms and conditions as notified to you. In the event of a conflict between this Licence and such other terms and conditions, the terms in this Licence shall prevail. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.
AGREED TERMS
1. GRANT AND SCOPE OF LICENCE, MINOR CHANGES, UPDATES
1.1 In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.
1.2 You may:
(a) install and use the Software for your personal and domestic purposes only;
(b) provided it is used at any one time on only one computer owned or leased by you, transfer the Software from one computer to another; [and]
(c) subject to your continued compliance with the terms of this Licence, receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time; and
(d) use any Documentation in support of the use permitted under this Clause 1.2.
1.3 We may update or require you to update the Software, provided that the Software shall always match the description of it that we provided to you before you bought it. The Software may also be upgraded to reflect changes in the Operating System. We do not guarantee that the Software will work with the current or previous version of that Operating System (as it may be updated from time to time).
1.4 You hereby represent and warrant that you have the necessary legal capacity, right, power and authority to agree to this Licence; and if you are contracting as parent or guardian of a child or ward who is below the legal age and/or lack of capacity determined by the applicable law and who is installing and using the Software, in which event you agree as his/her parent/guardian, both in your personal capacity and on behalf of your child/ward, to be bound by this Licence and to be liable for your child’s or ward’s acts and omissions while installing and/or using the Software, and you also agree to ensure that your child or ward observes this Licence.
2. Restrictions
Except as expressly set out in this Licence or as permitted by any applicable local laws, you undertake:
(a) not to copy the Software or Documentation, except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(c) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things, except to the extent that such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program pursuant to applicable law (Permitted Objective), and provided that the information obtained by you during such activities:
(i) is used only for the Permitted Objective;
(ii) is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
(iii) is not used to create any software that is substantially similar in its expression to the Software;
(d) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
(e) to include our copyright notice on all entire and partial copies of the Software in any form;
(f) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us; and
(g) to comply with all applicable technology control or export laws and regulations.
3. Intellectual property rights
3.1 GearUP and our associated logos and names are our trademarks and/or service marks. Other marks, names and logos used in the Software and/or Documentation, are the trademarks, service marks or logos of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks, service marks or logos. The Software, Documentation and all data, content associated with or generated within it (collectively referred to as our “Work”) may be protected by the laws of copyright, trademark, patent, trade secret and/or other laws, and we reserve and retain all rights (including without limitation the intellectual property rights and ownership) in our Work. Subject to your continuing compliance with the terms and conditions of this Licence and any applicable posted guidelines or rules, we hereby grant you a limited, revocable, non-sublicensable, non-transferable and non-exclusive license to use and reproduce our Work solely for your personal use in connection with our Software and/or Documentation. All other rights not expressly granted to you are reserved onto GearUP. Unless expressly set forth herein, you may not otherwise reproduce (other than incidental reproduction required to run the Software on your device), distribute, disseminate to the public, make available, adapt, publicly perform, or publicly display our Work or any adaptations thereof. The license granted herein will automatically terminate in the event of your breach of this Licence. You can use the Work obtained within our Software and/or Documentation for so long as we operate our Software unless the Work is specially marked with duration or maximum charges under which circumstance the license of using such Work will be terminated if the duration expires or the maximum charges are reached. You may pay for license of some Work and you agree that SUCH PAYMENT IS FINAL AND NON-REFUNDABLE UNLESS APPLICABLE LAWS SPECIFY OTHERWISE. Some Work may be subject to certain third party’s license such as open source license as stated in the Software or our website. Please read carefully the license agreement of such third party and make sure you comply with the requirements set forth in such agreement when using the certain Work.
3.2 The Licensee shall not during or at any time after the expiry or termination of this Licence in any way question or dispute the ownership by the Licensor.
3.3 You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this Licence.
4. Disclaimers
4.1 To the maximum extent permitted by law, you irrevocably agree and acknowledge that:
(a) although we endeavor to provide the accurate and reliable services of our Software and/or Documentation, you expressly understand and acknowledge that OUR SOFTWARE AND DOCUMENTATION, AS WELL AS THE RELATED SERVICE AND INFORMATION, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY OR BUG/ERROR/DEFECT-FREE. We do not warrant the accuracy, adequacy or completeness of the Software (together with any software functions, or other content or information provided via the Software), and expressly disclaim liability for errors or omissions in the Software (together with any software functions, or other content or information provided via the Software); and
(b) we do not warrant that the Software and/or Documentation will meet your requirements, that the operation of the Software and/or Documentation will be uninterrupted or error-free, or that defects in the Software and/or Documentation will be corrected. Without prejudice to the foregoing, We do not warrant and hereby disclaims any representation, warranty or term with respect to the Software and/or Documentation, whether express, implied or statutory, including but not limited to: (a) merchantability, satisfactory quality, fitness for a particular purpose, title, accuracy, quiet enjoyment, and non-infringement of third party rights, or as to the accuracy, correctness, reliability, timeliness, non-infringement of or compliance with any laws, regulations and/or third party rights in connection with the Software; (b) the Software and/or Documentation being uninterrupted or error-free, or that defects will be corrected or that the Software and/or Documentation and any related computer system is and will be free of all viruses and/or other harmful elements; (c) the Software and/or Documentation will at all times be available and/or accessible; (d) non-interference with your enjoyment of the Software; and (e) the Software and/or Documentation being compatible or working with any third party software, applications or third party services.
4.2 Without limiting our liabilities expressly set forth herein or required by the applicable laws, you expressly understand and agree that, to the maximum extent permitted by law,
(a) WE SHALL NOT BE LIABLE FOR ANY CLAIM, DAMAGE OR LOSS OF ANY KIND OF ANY NATURE WHATSOEVER CAUSED AND HOWSOEVER ARISING AS A RESULT (DIRECT OR INDIRECT) OF OR OTHERWISE IN CONNECTION WITH YOUR USE OF OR RELIANCE ON THE SOFTWARE AND/OR DOCUMENTATION, INCLUDING BUT NOT LIMITED TO ANY CLAIM, DAMAGE OR LOSS SUFFERED (WHETHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL) AS A RESULT OF OR IN CONNECTION WITH OR IN RELIANCE OF (I) THE INABILITY TO USE OUR SOFTWARE AND/OR DOCUMENTATION, AND/OR RELATED SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SOFTWARE, AND/OR RELATED SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN OUR SOFTWARE AND/OR DOCUMENTATION, AND/OR RELATED SERVICES; (V) ANY CONTENT OR ANY OTHER INFORMATION MADE AVAILABLE OR ACCESSED ON OR THROUGH THE SOFTWARE AND/OR DOCUMENTATION; (VI) ANY INFRINGEMENT OF ANY RIGHTS ARISING IN CONNECTION THEREWITH OR (VI) ANY OTHER MATTER RELATING TO OUR SOFTWARE, AND/OR DOCUMENTATION AND/OR RELATED SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, PROFITS, GOODWILL, ANTICIPATED SAVINGS, REPUTATION, BUSINESS OR BUSINESS OPPORTUNITY, REGARDLESS OF THE CAUSE THEREOF AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF;
(b) WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, WE SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM DOWNLOADING, INSTALLING, USING ANY DERIVATIVE SOFTWARE OF OUR SOFTWARE AND/OR DOCUMENTATION UNAUTHORIZED OR NOT PUBLISHED BY GEARUP;
(c) IN NO EVENT SHALL WE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE AND/OR DOCUMENTATION, HOWSOEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; and
(d) THE SOFTWARE MAY CONTAIN ADVERTISEMENT OR ADVERTISING INFORMATION TO MANY OTHER WEB SITES OR APPLICATIONS. WE SHALL NOT BE RESPONSIBLE FOR THE CONTENT OR THE PRACTICES OF ANY OTHER WEB SITES OR APPLICATIONS OR FOR THE ACTIONS OF THE COMPANIES RESPONSIBLE FOR THAT. WE SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH ADVERTISEMENT OR ADVERTISING INFORMATION.
4.3 IN NO EVENT SHALL OUR AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (A) S$1,000 OR (B) FEES PAID OR PAYABLE TO US BY YOU IN THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY.
5. Confidential Information
5.1 All information, data, drawings, specifications, documentation, software listings, source or object code which the Licensor may have imparted and may from time to time impart to the Licensee or the Licensee otherwise obtains in relation to the Software and/or Documentation (other than the ideas and principles which underlie the Software and/or Documentation) is proprietary and confidential. The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence, disclose the same, whether directly or indirectly, to any third-party without the Licensor’s prior written consent.
5.2 Subject only to the specific, limited provisions of Clause 5.1 above, the Licensee further agrees that it shall not itself or through any subsidiary, agent or third-party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor shall the Licensee sell, lease, license, sub-license or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for itself based on any confidential information supplied to it by the Licensor.
5.3 The foregoing provisions shall not prevent the disclosure or use by the Licensee of any information which is or hereafter, through no fault of the Licensee, becomes public knowledge or to the extent permitted by law.
6. Breach and Indemnification
6.1 In case we reasonably find that you have breached this Licence or any posted guidelines or rules, we may take such actions as we deem appropriate, including but not limited to: (i) restoring your Software data to the status before your breach; (ii) terminating your right to use our Software and/or Documentation; (iii) taking legal action against you or disclosing relevant information to law enforcement authorities and (iv) any other actions set forth in any posted guidelines and rules.
6.2 You will indemnify and hold us harmless from any and all third party claims, losses, damages, liabilities, costs, and expenses, relating to or arising under or out of the relationship between you and us described in this Licence, including but not limited to (a) any breach of this Licence; (b) your access or use of the Licence; You shall cooperate as fully as reasonably required in the defence of any such claim, action or proceeding. (c) any action taken by us either as part of our investigation of any suspected breach of this Licence or as a result of our finding or decision that a breach of this Licence has occurred; and (d) your breach of any rights of any other person. You hereby agree that we shall have the right to control the legal defense against any such claims, demands, or litigation, including the right to select counsel of our choice and to compromise or settle any such claims, demands, or litigation. You shall cooperate as fully as reasonably required in the defence of any such claim, action or proceeding.
7. Termination
7.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
7.2 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must cease all activities authorised by this Licence; and
(c) you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
7.3 All clauses of this Licence so intended to survive after expiry or termination of this Licence, shall survive the expiry or sooner termination of this Licence.
8.Personal Data
8.1 By agreeing to this Licence, you hereby agree and consent to our collection, use, disclosure and/or processing of your personal data for the purposes as set out in our privacy policy at [LINK] as may be amended from time to time (“Privacy Policy”).
8.2 You hereby represent and warrant that all of the information provided by you to us (including without limitation personal particulars and contact information) is accurate and complete. If in connection with your use of the Software and/or Documentation, you provide the personal data of any third parties, you further warrant and represent that these third parties have also consented to the terms of the Privacy Policy, and to the collection, use, disclosure and/or processing of their Personal Data in accordance with the aforesaid.
9. Governing law and Jurisdiction
9.1 Your access and use of the Software as well as this Licence shall be governed by Singapore law. this Licence shall be governed by the laws of the Republic of Singapore, as an agreement wholly performed, negotiated and executed therein without regard to the Republic of Singapore’s conflict of law rules. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) 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 in this clause. The seat of arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
10. Miscellaneous
10.1 Transfer.
You agree that we may transfer all or a part of our rights or obligations under this Licence to a third party upon prior notice to you.
10.2 Entire agreement.
This Licence sets forth the entire agreement between you and us, and supersedes and replaces any and every other prior or contemporaneous agreement, understanding or negotiation that may have existed between you and us.
10.3 Severability
If, but only to the extent that, any provision of this Licence is declared or found to be illegal, unenforceable, or void, then both you and us shall be relieved of all obligations arising under that provision, it being the intent and the agreement of you and us that this Licence will be considered to be amended by modifying the provision to the extent necessary to make it legal and enforceable while preserving its intent. If that is not possible, it shall be substituted with another provision that is legal and enforceable and achieves the same objective. If the remainder of this Licence is not affected and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.
10.4 Waivers of our rights
The failure of us to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provision or of the right of us thereafter to enforce each such provision. No waiver of any term or condition of this Licence shall be valid or binding on us unless the same shall have been set forth in a written document, specifically referring to this Licence and duly signed by us.
10.5 Rights of Third Parties
A person who is not a party to this Licence shall have no right to enforce or enjoy the benefit of any term of this Licence under the Contracts (Rights of Third Parties) Act 2001. Notwithstanding any term of this Licence, the consent of any person who is not a party to this Licence is not required to rescind or vary this Licence at any time.
10.6 Cumulative Remedies
The rights and remedies provided in this Licence are cumulative and not exclusive of any other right or remedies (whether provided by law or otherwise).
10.7 Force Majeure
Save as is otherwise specifically provided in the Licence, we shall not be liable for failures or delays in performing our obligations hereunder arising from any cause beyond our reasonable control, including without limitation, acts of God, outbreak of hostilities, civil disturbance, acts of civil or military authority, fires, strikes, lockouts or labour disputes or industrial action of any kind, epidemics, governmental restrictions, wars, terrorist acts, riots, explosions, fire, earthquakes, storms, typhoons, floods and breakdowns in electronic and computer information and communications systems, and in the event of any such delay, the time for our performance shall be extended for a period equal to the time lost by reason of the delay and any additional recovery time required by us.
10.8 Contact Us
If you have any further questions this Licence or the privacy practices of us, please contact us via the contact information in the Software or on the official website of the Software.