Terms - TreeAMS

Terms of Use

This TreeAMS Terms of Use Agreement ("Agreement"), consists of the terms and conditions which governs your, the undersigned ("you" or "user"), access to and use of TreeAMS Pte Ltd’s ("TreeAMS") Solutions (defined below). This instrument constitutes a binding agreement between you and TreeAMS. It is important that you read the following terms and conditions. By using the Solutions (in whole or in part) in any way or manner, you agree to abide by, and that you are bound, by this Agreement. If you do not agree to this Agreement, you should immediately avoid the use of the Solutions and return them to TreeAMS.


1. Definitions

1.1. "Intellectual Property Rights" shall mean any and all worldwide, whether registered or not:

(a) patents, patent applications and patent rights;

(b) rights associated with works of authorship, including copyrights, copyright applications, copyright restrictions, mask work rights, mask work applications and mask work registrations;

(c) rights relating to the protection of trade secrets and confidential information;

(d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains ("Trademarks");

(e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and

(f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

1.2. "Service" shall mean:

(i) the TreeAMS proprietary software as a service (SaaS), based on TreeAMS's software, listed in the Order Form;

(ii) any software that is delivered to you by TreeAMS or its distributors;

(iii) all revisions, corrections, modifications, enhancements, improvements and/or updates and upgrades to the foregoing; and

(iv) all related documentation included in the package and/or placed on TreeAMS’s World Wide Web site.

1.3. "Solutions" shall mean the Service.

2. Ownership Notwithstanding any other provision to the contrary, all Confidential Information, Trademarks, Feedback (defined below) and the Solutions, including without limitation all Service and all improvements, enhancements and derivatives thereof and all Intellectual Property Rights thereto ("TreeAMS IPR") are exclusively owned by TreeAMS and/or its licensors. This Agreement does not convey to user any right, title or interest in the TreeAMS IPR, other than the revocable and limited license to use the Service as set forth in Section 4 below (provided user paid all applicable fees in full).


3. Confidential Information The Solutions contain valuable trade secrets of TreeAMS and any disclosure or unauthorized use thereof will cause irreparable harm and loss to TreeAMS.User expressly undertakes to retain in confidence and to require its employees to retain in confidence all information and know-how in respect of the Solutions and/or that are transferred to, or discovered by user (“Confidential Information”).User expressly undertakes to: (i) limit dissemination of the Confidential Information solely to its employees who have a need to know and who are bound by obligations and restrictions as to confidentiality and Intellectual Property Rights no less restrictive on said employees and no less protective of TreeAMS IPR and Confidential Information than the terms hereof; (ii) not disclose the Confidential Information to any third party; and (iii) not use the Confidential Information for any purpose other than as explicitly permitted herein.


4. Grant of Rights Subject to the terms and conditions of this Agreement (including payment of all applicable license fees) and for so long as user complies in full with all such terms and conditions, TreeAMS grants user, and user accepts a limited, non-exclusive, personal, fee-bearing, non-transferable, non-sublicensable right to use the Service during the term set forth in Schedule 1, solely in object code form, for personal use only by user and as part of the Solution. The license shall be granted until terminated pursuant to this Agreement.


5. User Obligations and Limitations on Use

5.1. User shall not (i) copy, reproduce, sell, license (or sub-license), lease, loan, assign, transfer, or pledge the Solutions or any part thereof, or otherwise permit any third party to do any of the foregoing; (ii) modify, disassemble, decompile, reverse engineer, revise or enhance or create any derivative works or otherwise merge or utilize all or any part of the Solutions with or into any third party materials or components or attempt to access or discover the Service’s source code; (iii) place the Service onto a server so that it is accessible via a public network or use the Service for timesharing or Service Bureau purposes; (iv) ship, transfer, or export the Solution or any component thereof or use the Solution in any manner, prohibited by law, including without limitation to, sell, distribute, export or download Solutions: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Lebanon or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S. or Israel or any foreign agency or authority. User agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (v) contest TreeAMS's Intellectual Property Rights to the TreeAMS IPR; (vi) remove or add any labels, notices or logos to the Solutions, (vii) perform any act or be responsible to any omission that is illegal or in TreeAMS's discretion jeopardizes, destabilizes. interrupts or encumbers the Solutions or their servers and/or has a detrimental impact on TreeAMS and/or TreeAMS IPR; (vii) transmit or upload any spam, viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (ix) access any Solution and/or its servers through or use with the Solutions any unauthorized means, services or tools, including, without limitation, any data mining, robots, or similar automated means or data gathering and extraction tools, including, without limitation, in order to extract for re-utilization of any parts of the Solutions; or (xi) cause or permit any third party to do any of the foregoing.
5.2. User shall use the Solutions in a proper environment as set forth in the Solution documentation and in compliance with the applicable operating instructions and all applicable laws and regulations and for no purpose other than as specifically authorized in the Solution documentation.

6. Payments You shall pay TreeAMS all applicable fees for the Solution as set forth in the Order Form.


7. Maintenance, Support and Professional Services Unless specifically enumerated in a separate Maintenance Agreement, TreeAMS has no obligation to provide support, maintenance, upgrades, modifications or new releases under this Agreement.


8. Feedback User agrees that any feedback or ideas user provides to TreeAMS or distributors regarding any Solutions, their use or any suggested improvements, enhancements or derivatives ("Feedback") thereto will be the exclusive property of TreeAMS and shall be deemed as TreeAMS IPR and Confidential Information. User shall not disclose or publish such Feedback or otherwise make any such information publicly available. To the extent all right, title and interest in and to all Intellectual Property Rights in the Feedback are not owned in their entirety by TreeAMS upon creation, user hereby irrevocably assigns all rights therein to TreeAMS and waives any and all rights therein including without limitation moral rights and/or rights to receive compensation and/or royalties.


9. Disclaimer of Warranty

9.1. THE SOLUTIONS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TREEAMS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, SECURITY AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOLUTION REMAINS WITH USER.
9.2. TREEAMS DOES NOT WARRANT THAT THE SOLUTIONS WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ERRORS/BUGS ARE REPRODUCIBLE OR THAT ERRORS/BUGS ARE REPAIRABLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOLUTIONS IN TERMS OF THEIR CORRECTNESS, USEFULNESS, ACCURACY, RELIABILITY, OR OTHERWISE. USER SHALL BE RESPONSIBLE FOR TAKING ALL PRECAUTIONS USER BELIEVES ARE NECESSARY OR ADVISABLE TO PROTECT USER AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF ANY USE OF OR RELIANCE UPON THE SOLUTIONS AND FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE SOLUTIONS.
9.3. THE SOLUTION IS NOT DESIGNED FOR USE WITH CRITICAL OR LIFE SAVING INFRASTRUCTURES, SYSTEMS THAT CONTAIN OR PROTECT AGAINST DANGEROUS OR HAZARDOUS MATERIALS OR FORCES, NATIONAL SECURITY PURPOSES OR NUCLEAR, CHEMICAL, OR BIOLOGICAL WEAPONS.

10. Limitation of Liability IN NO EVENT SHALL TREEAMS OR ITS AFFILIATES OR DISTRIBUTORS OR THEIR SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, AFFILIATES AND EMPLOYEES RESPECTIVELY BE LIABLE TO YOU OR ANY THIRD PARTY, UNDER ANY LEGAL THEORY WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF DATA INCLUDING ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOLUTION OR OTHER PECUNIARY LOSS) ARISING OUT OF SERVICES PROVIDED HEREUNDER AND/OR THE USE OF OR INABILITY TO USE THE SOLUTIONS OR ANY PART THEREOF EVEN IF TREEAMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TREEAMS SHALL HAVE NO LIABILITY FOR ANY WARRANTY, INSTALLATION SERVICES, OR USE OF THE SOLUTION. IN THE EVENT THAT DESPITE THE AFOREMENTIONED LIMITATION OF LIABILITY ANY COMPETENT AUTHORITY WILL FIND TREEAMS LIABLE, TREEAMS'S AGGREGATE LIABILITY SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE LICENSE FEES PAID BY YOU TO TREEAMS FOR THE SOLUTION DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.


11. Indemnification You agree to defend, indemnify and hold harmless TreeAMS from any claims arising from your use of the Solutions or breach of this Agreement.


12. Audits TreeAMS shall have the right to audit user’s compliance with this Agreement, including on-site inspections during regular business hours.


13. Termination TreeAMS may terminate this Agreement upon breach, non-payment, or violation of usage limitations. Certain sections shall survive termination in perpetuity.


14. Governing Law & Jurisdiction This Agreement shall be governed by the laws of Singapore. Disputes shall be resolved via binding arbitration under SIAC Rules. The seat of arbitration shall be Singapore. The language shall be English.


15. General This Agreement constitutes the entire agreement between the parties. TreeAMS may assign this Agreement at its discretion. Any waiver must be explicit and in writing.


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