THESE TERMS ARE LEGAL TERMS AND FORM A CONTRACTUAL ENGAGEMENT BETWEEN IDEAL RESEARCH LABS INC., A DELAWARE CORPORATION, WITH ITS REGISTERED OFFICE AT 24, ROCHESTER PARK AVENUE, SINGAPORE (“IDEAL”) AND THE ENTITY USING, OR AVAILING THE LIMITED SUBSCRIPTION BY SUBSCRIBING TO THE SOFTWARE (THE “SUBSCRIBER”). IDEAL HAS DEVELOPED A PROPRIETARY DESIGN OPS SOFTWARE HOSTED AT WWW.IDEALINSIGHTSLAB.COM (“ THE APP”), WWW.IDEALINSIGHTS.AI (THE “WEBSITE”) AND A RESTECH PLATFORM IDEALINSIGHTS.IO & IDEALINSIGHTSLAB.ASIA (“THE PROCESSORS”). THE WEBSITE, THE IDENTITY PROVIDER, THE APP AND THE PROCESSORS ARE COLLECTIVELY REFERRED TO AS THE PLATFORM (THE “PLATFORM”).
IDEAL and the Subscriber are individually referred to as a “Party” and collectively as the “Parties”.
1.1. “Confidential Information” shall mean this Agreement, any addenda hereto signed by both parties, all Services, data, drawings, benchmark tests, specifications, trade secrets, object code and source code of the Software, and any other proprietary information supplied to Parties by IDEAL, including all items defined as “confidential information” by IDEAL.
1.2. “Evaluation Period” shall mean the period of time which shall be not more than one project and 15 sample size while sample cost will be paid by subscriber.
1.3. “Services” means the provision of access via the Internet to the Software.
1.4 .“Software” shall mean the software in object code form distributed by IDEAL.
2. Limited Subscription:
2.1. Subscription Grant. IDEAL grants to subscription a temporary, personal, non-transferable, limited and non-exclusive right to access and use the Services during the Evaluation Period solely for the purpose of evaluating the suitability of the Services for Parties use. Parties shall reproduce all titles, trademarks, and copyright and restricted rights notices in any back-up copies.
2.2. Limitations. (1) The subscription granted herein is granted solely to parties, and not, by implication or otherwise, to any parent, subsidiary or affiliate of Parties. (2) IDEAL reserves all rights not expressly granted to Parties. Parties shall not copy, distribute, reproduce, use or allow access to the Services, except as explicitly permitted under this Agreement. Parties shall not modify, adapt, translate, or prepare derivative works from the Services and, to the extent permitted by applicable law, shall not, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Services. Parties shall not remove, obscure, or alter IDEAL’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Services.
As soon as practicable following the Effective Date, IDEAL will provide access to the Services to Parties via the Internet. If Parties has ordered the Services with respect to either the “Professional” or “Enterprise” edition of the Software, at no additional charge IDEAL shall provide limited assistance to Parties during the Evaluation Period.
4. Access to Services:
4.1 Security Measures. Parties may access the Services as IDEAL instructs through a combination of user names and passwords.
4.2 Password Protection. Parties shall be entirely responsible for maintaining the confidentiality of the password(s) assigned to Parties. Parties shall immediately notify IDEAL if a password is lost, stolen, disclosed to an unauthorized third party, or has otherwise been compromised. Parties shall be solely responsible for any and all activities made under Parties’s account. Parties shall defend, indemnify and hold IDEAL harmless from and against all damages, penalties, costs and expenses (including reasonable attorney’s fees) incurred by IDEAL in connection with any suit, claim or proceeding arising or resulting from Parties’s failure to comply with the terms of this Section 4.2.
5. Parties Obligations:
Parties represents and warrants that: (i) it shall not use the Services or IDEAL’s hosting equipment to which it shall have access (pursuant to this Agreement) to gain or attempt to gain unauthorized access to other computer systems accessible via the Internet, any Services for which Parties has not been expressly authorized to use pursuant to this Agreement, or software or computer systems belonging to others which is also hosted by IDEAL; and (ii) it shall provide: (a) all equipment, including a computer and modem necessary to establish a connection to the Internet and access the Services; and (b) provide for Party’s own access to the Internet and pay any telephone fees associated with such access. In the event of any breach of any of the foregoing obligations, in addition to any other remedies available at law or in equity, IDEAL will have the right, in its sole reasonable discretion, to immediately terminate this Agreement.
6. Warranty Declaration and Limitation of Liability:
6.1. Warranty and Disclaimer. IDEAL SUBSCRIPTIONS THE SERVICES, INCLUDING ANY DOCUMENTATION THAT MAY ACCOMPANY THIS SERVICES, TO PARTIES ON AN “AS IS” BASIS. IDEAL MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IDEAL DOES NOT WARRANT THAT THE SERVICES WILL OPERATE IN COMBINATIONS OTHER THAN AS SPECIFIED IN ANY ACCOMPANYING DOCUMENTATION OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
6.2. Limitation of Liability. IN NO EVENT WILL IDEAL’S LIABILITY FOR ACTUAL DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICES EXCEED $500. IN NO EVENT WILL IDEAL BE LIABLE TO PARTIES OR ANY OTHER INDIVIDUAL OR ENTITY CONNECTED WITH PARTIES FOR ANY LOST PROFITS, SALES, BUSINESS, DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE SERVICES AND DOCUMENTATION OR OTHERWISE ARISING FROM THIS AGREEMENT, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. The parties agree that this Section 6.2 represents a reasonable allocation of risk
Parties shall not disclose or use any Confidential Information except as expressly permitted under this Agreement. Parties shall hold all Confidential Information in confidence during the term of this Agreement and for a period of three (3) years after the termination of this Agreement. Parties shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents to third parties who are not subject in writing to the confidentiality obligations of this Section 7.
8. Term and Termination:
8.1. Term. This Agreement shall commence on the Effective Date and continue until the end of the Evaluation Period unless terminated earlier by mutual agreement of the parties.
8.2. Effect of Termination or Expiration. Upon the expiration or termination of this Agreement for any reason: (1) all subscriptions granted hereunder automatically revert to IDEAL and Parties will no longer have access to the Services; and (2) Parties shall (a) return to IDEAL all Confidential Information, and all other material received from IDEAL in Party's possession or control, or, at IDEAL’s sole discretion, IDEAL may request that Parties destroy all such materials in Party's possession or control, (b) erase any and all of the foregoing from all computer memories and storage devices within Party’s possession or control, and (c) provide IDEAL with a written statement by an officer of Parties certifying that Parties has complied with the foregoing obligations. If IDEAL does not receive such notice within five (5) business days after the expiration of this Agreement, IDEAL shall issue to Parties an invoice for its customary list-price subscription fee for the Services and Parties shall be obligated to pay such invoice. The provisions of Sections 2.2(2), 4, 6, 7, 8.2, and 9.3-9.8 shall survive expiration or termination of this Agreement.
9.1. Assignment. Parties shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of IDEAL. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
9.2. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.
9.3. Governing Law. This Agreement and any dispute arising from or relating to the performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the Singapore.
9.4. Jurisdiction. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Singapore. IDEAL and Parties agree to submit to the jurisdiction of, and agree that venue is proper in, these courts for any legal action or proceeding.
9.5. Notice. All notices required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail to the address listed below.
9.6. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
9.7. Waiver. The waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
9.8. Entire Agreement. This Agreement shall constitute the complete agreement between the parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement.