Protected by Copyright, all rights reserved 2018
The document contains proprietary and confidential information. The recipient cannot disclose this information to third parties without the written permission of Agate SC Pte Ltd, nor use it for purpose other than those agreed upon with Agate SC Pte Ltd.
1. GENERAL
By installing the SOFTWARE, you agree to be bound by these terms of use (“NEST8GG TERMS AND CONDITIONS AND PDPA PRIVACY POLICY”). Please read them carefully before accessing, using or obtaining any materials, information, product or services. By accessing the NEST8gg website, mobile or tablet SOFTWARE, or any other feature or other Agate SC Pte Ltd platform (collectively “Our Website”), you agree to be bound by these terms and conditions and our privacy policy. If you do not accept all of these Terms, then you may not use Our Website.
2. PROPERTY OF LICENSOR
YOU MAY OBTAIN A COPY OF THIS SOFTWARE EITHER BY DOWNLOADING IT REMOTELY OR BY COPYING IT FROM AN AUTHORISED DISKETTE, CD-ROM OR OTHER MEDIA (‘HARD MEDIA’). THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE (‘SOFTWARE’),
TOGETHER WITH THE HARD MEDIA ON WHICH THEY WERE SUPPLIED TO YOU, ARE AND REMAIN THE PROPERTY OF AGATE SC PTE LTD (‘LICENSOR’). YOU ARE LICENSED TO USE THEM ONLY IF YOU ACCEPT ALL THE TERMS AND CONDITIONS SET OUT BELOW.
3. LICENCE ACCEPTANCE PROCEDURE
BY ACCESSING THE SOFTWARE WHICH FOLLOWS THIS LICENCE AGREEMENT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND INDICATE ACCEPTANCE OF THIS AGREEMENT AND THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SET OUT IN THIS AGREEMENT. SUCH ACCEPTANCE IS EITHER ON YOUR OWN BEHALF OR ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT (‘CORPORATE LICENSEE’) AND “we’, “us”, “our” or “Nest8gg” refers to Agate SC Pte Ltd (“LICENSOR”).
IN THIS AGREEMENT, ‘YOU’ INCLUDES BOTH THE READER AND ANY CORPORATE LICENSEE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE THIS SOFTWARE, AND YOU MAY RETURN THE UNUSED SOFTWARE TO THE PARTY FROM WHICH YOU ACQUIRED IT (“THE VENDOR”) WITHIN THIRTY (30) DAYS AND REQUEST A REFUND OF THE LICENSE FEE, IF ANY, ALREADY PAID UPON SHOWING PROOF OF PAYMENT.
4. LICENCE REJECTION PROCEDURE
YOU SHOULD THEREFORE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING AND INSTALLING, COPYING OR OTHERWISE USING THIS SOFTWARE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU SHOULD UNINSTALL AND DELETE THE SOFTWARE FROM YOUR COMPUTER AND PROMPTLY (AND IN ANY EVENT, WITHIN 14 DAYS OF RECEIPT OF THE SOFTWARE) RETURN TO THE VENDOR (A) THE HARD MEDIA; (B) ANY OTHER ITEMS PROVIDED THAT ARE PART OF THIS PRODUCT; AND (C) YOUR DATED PROOF OF PURCHASE. ANY MONEY YOU PAID TO THE VENDOR FOR THE SOFTWARE WILL BE REFUNDED.
5. OTHER AGREEMENTS
IF YOUR USE OF THIS SOFTWARE IS PURSUANT TO AN EXECUTED AGREEMENT WITH THE LICENSOR, SUCH AGREEMENT SHALL APPLY INSTEAD OF THE FOLLOWING TERMS AND CONDITIONS
1. Ownership of Software and copies
The Software and related documentation are copyrighted works of authorship, and are also protected under applicable database laws. The Licensor retains ownership of the Software and all subsequent copies of the Software, regardless of the form in which the copies may exist. The licence is not a sale of the original Software or any copies.
2. Licence
This software program is NOT Freeware. Provided that you have paid the applicable licence fee, the Licensor grants to you a limited, non-exclusive and non-transferable licence for the internal use only of the accompanying software and documentation and any error corrections provided by the Licensor. Please follow these criteria in determining the number of license copies required:
2.1 every computer that the software is installed on requires a licence.
2.2 make one copy of the Software for back-up or archival purposes.
3. Licence restrictions
3.1 You may not use, copy, modify or transfer the Software (including any related documentation) or copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this licence. If you transfer possession of any copy of the Software to another party except as provided above, your licence is automatically terminated. You may not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Software, except as expressly permitted by law or under the terms of this Agreement. You may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software.
3.2 The Software are licensed solely for internal use within your organization; any other use, including for third parties or for commercial purposes, is expressly prohibited.
3.3 For the avoidance of doubt, you may not:
3.3.1 load the Software into two (2) or more computer server systems at the same time. If you wish to transfer the Software from one computer server system to another, you must erase the Software from the first computer server system before you install it onto a second computer server system; or
3.3.2 use the single copy of the Software made pursuant to Clause 2.2 (or allow anyone else to use the copy), if it is made for back-up purposes, for any purpose other than to replace the original copy in the event that it is destroyed or becomes defective.
3.4 Development license: A user is allowed to use an additional copy of the software on a development system, if the user already has a license in use. The sole use of the additional copy should be to create, develop and test tasks and schedules that will eventually be used in the original licensed copy (or for another license that will be subsequently licensed after testing is complete). The license key for this additional development copy should only be generated from our website. If these conditions are not met, an additional license should be purchased for the development system.
3.5 The purchased license and license key provided is valid for this version only. When we release the next major version, an upgrade license would need to be purchased in order to use that next major version. A new license key is needed for every new major version.
3.6 Licenses cannot be transferred from one Company to another Company.
3.7 This Software is confidential and copyrighted. The Licensor and/or its licensors retain title to software and all associated intellectual property rights. Except as specifically authorized in any supplemental license terms, you may not make copies of software, other than a single copy of software for archival purposes. Unless applicable law prohibits enforcement, you may not modify, decompile, and reverse engineer software. You may not publish or provide the results of any benchmark or comparison tests run on software to any third party without the prior written consent of the Licensor. No right, title or interest in or to any trademark, service mark, logo or trade name of the Licensor or its licensors is granted under this agreement.
4. Software Audit
Licensor shall have the right, with reasonable notice to you, to audit your use of the software no more than once each calendar year to assure compliance with the terms of this agreement. If an audit reveals that you have underpaid fees to the Licensor, you shall be invoiced for such underpaid fees based upon Licensor's price list in effect at the time the audit is completed. You shall pay Licensor an additional fee of 50% of the applicable unpaid fee disclosed by the audit. If the underpaid fees exceed 5% of the license fees previously paid by you, then you shall also pay the Licensor's reasonable cost of conducting the audit.
5. No transfer
The Software are licensed only to you. You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Software, on a temporary or permanent basis, without the prior written consent of the Licensor.
6. Undertakings
You undertake to:
6.1 ensure that, prior to use of the Software by your employees or agents, all such parties are notified of this licence and the terms of this Agreement;
6.2 reproduce and include our copyright notice (or such other party’s copyright notice as specified on the Software) on all and any copies of the Software, including any partial copies of the Software;
6.3 hold all drawings, specifications, data (including object and source codes), software listings and all other information relating to the Software confidential and not at any time, during this licence or after its expiry, disclose the same, whether directly or indirectly, to any third party without the Licensor’s consent.
7. Limited warranty
7.1 Subject to the limitations and exclusions of liability below, the Licensor warrants that the Software and Hard Media shall materially conform to and perform in accordance with the specifications provided by and as may be amended from time to time by the Licensor. The Warranty Period is ninety (90) days from the date of delivery of the Software to you.
7.2 The Licensor shall not be liable under the said warranty above if the Software fail to operate in accordance with the said warranty as a result of any modification, variation or addition to the Software not performed by the Licensor or caused by any abuse, corruption or incorrect use of the Software, including use of the Software with equipment or other software which is incompatible.
8. No other warranties
To the extent permitted by applicable law, the Licensor
8.1 disclaims all other warranties with respect to the Software, either express or implied, including but not limited to any implied warranties relating to quality, fitness for any particular purpose or ability to achieve a particular result;
8.2 makes no warranty that the Software are error free or that their use will be uninterrupted and You acknowledge and agree that the existence of such errors shall not constitute a breach of this Agreement.
9. Limitation of liability
The Licensor’s entire liability and your sole and exclusive remedy shall be:
9.1 the replacement of any Hard Media not meeting the Licensor’s ‘Limited Warranty’ and which is returned to the Licensor together with dated proof of purchase; or
9.2 if, during the Warranty Period, the Licensor is unable to deliver a replacement Hard Media that materially conform to and perform in accordance with the specifications provided by the Licensor, you may terminate this Agreement by returning the Software to the Vendor and any money you paid to the Vendor for the Software will be refunded.
10. Exclusion of liability
Except in respect of personal injury or death caused directly by the negligence of the Licensor, in no event will the Licensor be liable to you for any damages, including any lost profits, lost savings, loss of data or any indirect, special, incidental or consequential damages arising out of the use of or inability to use such Software, even if the Licensor has been advised of the possibility of such damages. For the avoidance of doubt, the Licensor’s entire liability to you and your sole and exclusive remedy shall be limited as specified in Clause 8 above.
11. Your statutory rights
This licence gives you specific legal rights and you may also have other rights that vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the above limitations or exclusions is held to be void or unenforceable, such part shall be deemed to be deleted from this Agreement and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer (ie a purchaser for private as opposed to business, academic or government use) are not affected.
12. Term
The licence is effective until terminated. You may terminate it at any time by destroying the Software together with all copies in any form. It will also terminate upon conditions set out elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement or if you voluntarily return the Software to us. You agree upon such termination to destroy the Software together with all copies in any form.
13. Export
You will comply with all applicable laws, rules, and regulations governing export of goods and information, including laws of the countries in which the Software were created. In particular, you will not export or re-export, directly or indirectly, separately or as part of a system, the Software or other information relating thereto to any country for which an export licence or other approval is required, without first obtaining such licence or other approval.
14. Third Party Software and Licences
14.1 The Software contains or includes software and/or software code owned or provided by third party licensors of the Licensor ("Third Party Software").
14.2 For any Third Party Software clearly indicated to be subject to the terms of a third party software licence (a "Third Party Licence"), the terms of the applicable Third Party Licence will apply to the Third Party Software independent of the terms of this Agreement.
14.3 Insofar as a Third Party Licence permits the Licensor to impose its own terms of use (whether conditional or not) on that Third Party Software, the terms and conditions of this Agreement will apply to that Third Party Software provided that the relevant conditions stated in the Third Party Licence are satisfied. Any Third Party Software not subject to a Third Party Licence is subject to the terms and conditions of this Agreement. Nothing in this Agreement limits your rights under, or grants rights to you that supersede, the terms of any applicable Third Party License.
15. General
15.1 Each party irrevocably agrees that the courts of the Republic of Singapore shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to this Agreement and the place of performance of this Agreement shall be the Republic of Singapore and that the laws of the Republic of Singapore shall govern such controversy or claim.
15.2 This Agreement constitutes the complete and exclusive statement of the Agreement between Licensor and you with respect to the subject matter of this Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
15.3 Any clause in this Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this Agreement shall not be affected by that deletion.
15.4 Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party’s right to take subsequent action.
15.5 This Agreement is personal to you and you may not assign, transfer, sub-contract or otherwise part with this Agreement or any right or obligation under it without the Licensor’s prior written consent. Should you have any questions concerning this Agreement you may contact may contact your distributor or you can email directly to legal@agatesc.com