Licensing Agreement

Important – Please Read Carefully

This Licensing Agreement (the “Agreement”) is a legal agreement between you (either as an individual or a single entity) and TRUESIGHT PTE.LTD. (the “TRUESIGHT”), for TRUESIGHT’s software products, which includes computer software, associated media, printed materials, online or electronic documentation (collectively “Software”). By installing, copying or using the Software you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, you must immediately stop the use of the Software.

1. Definitions

For the purposes of this Agreement, the following capitalized words and phrases shall be ascribed the following meanings:

1.1 “Authorized Server” means a computer file server in your internal network designated to run the Software for use by Authorized Users or Authorized Concurrent Users.

1.2 “Authorized Users” means you, or your employee or an individual independent contractor authorized by you to use the Software pursuant to the terms of this Agreement. An Authorized User means an individual person, and is not a corporation, company, partnership or association or other entity or organization.

1.3 “Authorized Concurrent Users” means you and/or your employees or independent contractors that you authorize to have concurrent access to and use of the Software pursuant to the terms of this Agreement.

1.4 “Data Controller”, “Data Processor”, “Data Subject”, “Data Process/Processed/Processing”, “Personal Data”, “Personal Data Breach” and “appropriate technical and organisational measures” shall have the same meaning as in Art. 4 in the General Data Protection Regulation (EU) 2016/679 (“GDPR”) or other applicable Data Protection Legislation in the relevant jurisdiction.

1.5 “Data Protection Legislation” means any applicable legislation in force from time to time, which implements the Personal Data Protection Act 2012 (“Act”), the General Data Protection Regulation (EU) 2016/679, and any other applicable law relating to the processing of personal data and privacy from time to time;

1.6 “Desktop Client” means both that portion of the Software that is designated in its documentation for use on a workstation that may be connected to an Authorized Server when the Software is being used, or the standalone use of the Software on an individual computer.

1.7 “Maximum Number of Devices” means the maximum number of allowed devices via or through which one person can be signed into his TRUESIGHT account at the same time.

2. Software License

2.1 Subject to the provisions of this Agreement, TRUESIGHT grants to you a non-exclusive, non-transferable, worldwide license to: (i) install the Software on the Authorized Server(s), (ii) reproduce, distribute and install that number of copies of the Desktop Client on the workstations or individual computers of the Authorized Users or Authorized Concurrent Users, as applicable; (iii) allow up to the permitted number of Authorized Users or Authorized Concurrent Users, as applicable, to use the Software (excluding the Desktop Client which shall be subject to 2.1(ii) above); (iv) allow up to the permitted number of Authorized Users or Authorized Concurrent Users, as applicable, to copy and use the Software’s accompanying documentation in conjunction with their use of the Software; and (v) reproduce and use TRUESIGHT’s trademarks in all copies of the Software and its documentation made in accordance with this Agreement.

2.2 All Software, which includes any subsequent updates, upgrades, bug fixes, patches and any part thereof, is provided to you under a nonexclusive and nontransferable license. All right, title to and ownership of all applicable intellectual property rights in the Software, including but not limited to patents, copyrights and trade secrets remain with TRUESIGHT and its licensors (if applicable). The above rights extend to any accompanying printed materials and online or electronic documentation and any authorized copies of the above materials. The Software is an unpublished software, with any trade secret and confidential or proprietary information of TRUESIGHT or its licensors and the Software is developed at private expense.

2.3 You cannot reverse engineer, decompile or disassemble the Software, in whole or in part, except and only to the extent that such activity is expressly permitted by applicable law.

2.4 You may not otherwise use, copy, modify, lend, lease, rent or transfer the Software or any copies thereof, in whole or in part, except as expressly provided in this Agreement. All rights not expressly granted herein are reserved by TRUESIGHT

2.5 You shall ensure that your Authorized Users and Authorized Concurrent Users, if any, comply with the terms of this Agreement applicable to their use of the Software.

2.6 You cannot allow any third party to have access to or use of your account subscribed.

2.7 You may reproduce the Software only as reasonably necessary for your own bona fide non-production testing, backup or archival purposes.

2.8 You may not remove, obscure or alter any notice of copyright, patent, trade secret, trademark or other proprietary right or disclaimer appearing in or on any Software or accompanying materials.

3. Right to Restrict Use

TRUESIGHT reserves the right, with or without notice, to restrict your use or access to the Software, in whole or in part, if TRUESIGHT reasonably determines that there is an unauthorized use of your account, or use or access to the Software by persons or entities who are not Authorized Users or Authorized Concurrent Users. Such restriction by TRUESIGHT shall not be a breach of this Agreement by TRUESIGHT, and such restriction shall not prejudice to any other rights and remedies TRUESIGHT is entitled to under laws and this Agreement.

4. Patent and Copyright Indemnification

TRUESIGHT shall defend, at its expense, any claim, proceeding (or suit) brought against you alleging that the Software licensed to you herein infringes any third party’s patent or copyright. TRUESIGHT shall pay all costs and damages finally awarded by the competent court, provided that (i) TRUESIGHT is given one prompt written notice of such claim with sufficient information；TRUESIGHT has the sole control to defend or settle this claim; and (iii) any reasonable assistance is provided by you in accordance with the requirements of TRUESIGHT. You may, at your option, conduct your own defense at your sole expense. In the defense or settlement of the claim, TRUESIGHT may, at its option and expense, obtain the right for you to continue using the Software, or replace or modify the Software so that it becomes non-infringing. In the event that such remedies are not reasonably available, TRUESIGHT will grant you a refund for the Software as depreciated and accept its return. TRUESIGHT shall not have any liability if: (i) the alleged infringement is based upon use of other than the latest version of the Software; (ii) use of the Software in combination with other products or devices not provided by TRUESIGHT; (iii) any modifications made by you; or (iv) use of, or access to the Software by any person or entity other than an Authorized User or Authorized Concurrent User. The above provisions shall constitute your sole and exclusive remedy for any infringement to any third party’s intellectual property rights.

5. Warranty and Disclaimer of Warranty

YOU ACKNOWLEDGE THAT THE SOFTWARE MAY NOT SATISFY ALL YOUR REQUIREMENTS OR BE FREE FROM DEFECTS, AND FURTHER ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED “AS IS”. TRUESIGHT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR FOR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE, OR NONINFRINGEMENT. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.

6. Audit

TRUESIGHT shall have the right to inspect and audit your records pertaining to the Software to ensure ongoing compliance with this Agreement. TRUESIGHT or TRUESIGHT’s independent certified public accountant shall conduct such inspection and audit at TRUESIGHT’s expense. Any inspection and audit will be conducted during regular business hours with reasonable notice and will not unreasonably interfere with your normal business activities. Inspections and audits will not occur more frequently than once a year, however, if such inspections and audits reveal major discrepancies, TRUESIGHT shall have the right at any time to an inspection and audit upon the service of one written request to you. If any inspection and audit reveal any underreported, unpaid or unauthorized use of the Software, then you shall promptly pay to TRUESIGHT the then current fee representing the underreported, unpaid or unauthorized use of the Software. In addition, you will be responsible for the costs and expenses of the inspection and audit if such inspection and audit reveal that the then current fee representing the underreported, unpaid or unauthorized use of the Software is equal to or greater than 5% of the amounts actually paid by you for the Software.

7. Protection of Personal Data

7.1 When using the Software, it may involve collection, processing, disclosure or other use of any information or data relating to an identified or identifiable individual (collectively, the “Personal Data”). Under the circumstances, it is acknowledged and agreed that you are the Data Controller of the Personal Data and TRUESIGHT is the Data Processor who processing personal data on behalf of you.

7.2 Both of us shall ensure compliance with all applicable data protection and privacy legislation in the relevant jurisdiction (and guidelines, codes of practice and standard contract clauses), including the requirements of the Personal Data Protection Act 2012 (“Act”), the General Data Protection Regulation (EU) 2016/679 (“GDPR”) on the protection of the natural person with regards to the processing of personal data and on the free movement of such data and all subsequent amendments.

7.3 Without prejudice to the generality of the foregoing, the Data Controller shall be responsible for ensuring that the processing of Personal Data, which the Data Processor is instructed to perform, has a legal basis and has obtained the consent of the individual to whom the Personal Data relates (“Subject Individual”). And both of the Data Controller and the Data Processor shall, where required and in the manner required by the Act and any other applicable laws or legal requirements (“Data Protection Legislation”): (a) use the Personal Data only for purposes which would be considered appropriate by a reasonable person in the circumstances; (b) institute reasonable security arrangements to protect the Personal Data; (c) securely destroy the Personal Data where it is no longer required; and (d) transfer Personal Data outside Singapore only as prescribed by Data Protection Legislation.

7.4 Notwithstanding the termination or expiry of this Agreement, you shall be liable for and keep TRUESIGHT fully indemnified against all damage, losses, costs, legal fees (solicitor-client basis), penalties and proceedings, including any penalties or other amounts levied, imposed or charged by any regulator or regulatory authority, arising out of or in connection with an act or omission of you or any of your officers, employees, advisors, agents and representatives for a breach of or non-compliance with Article 7.

8. Limitation of Liability

IN NO EVENT SHALL TRUESIGHT BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, USE, PROFIT OR REVENUE, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, EVEN IF TRUESIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TRUESIGHT’S LIABILITY FOR ANY OTHER DAMAGES SHALL IN NO EVENT EXCEED THE AMOUNT PAID FOR THE SOFTWARE THAT CAUSED SUCH DAMAGES. THIS LIMITATION OF TRUESIGHT’S LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE OR ANY OTHER BASIS. BECAUSE SOME STATES DO NOT ALLOW THE ABOVE EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. Termination

TRUESIGHT may immediately terminate this Agreement if you are in default of any provision of this Agreement. In the event of such termination, you must either return or remove the Software and all copies thereof, in whole or in part, and provide TRUESIGHT with written certification of such return or removal.

10. Governing Law

This Agreement shall be governed by the laws of Singapore.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect to the subject matter hereto. The Terms of USE, Privacy Policy and any undertakings, agreements, amendments, annexures and notices and so on which are incorporated in the Software and/or be published on the website of TRUESIGHT from time to time will be the integrate part of this Agreement and shall have the binding effect on you.