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WAVENET END-USER LICENSE AGREEMENT

This WAVENET End-User License Agreement (“EULA”) constitutes a legal agreement between you, the End User (either an individual or a single entity) (hereinafter referred to as “You” or “your” as appropriate) and WAVENET for the use of WAVENET’s “SAYURA” platform, it’s Features, and related services provided by WAVENET. You agree to be bound by these terms. The “SAYURA” platform, it’s Features, and Update/s are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Features, Updates and Services are licensed, not sold.

SAYURA (hereinafter referred to as “SAYURA”) is fully owned and provided by Global Wavenet (Pte) Ltd (“WAVENET”), in respect of which all intellectual property rights including copyrights vest with WAVENET. SAYURA acts as a platform through which you are given permission to access and use the Software Features and the outputs (hereinafter referred to as “FEATURES”) contained in the same.

As such, for the purpose of these Terms of Service:

To access SAYURA, You must submit a complete application through sayura.io (hereinafter referred to as the “Site”) indicating Your preferred Subscription Package. For the avoidance of doubt, You being permitted with access to SAYURA does not authorize You to resell or sublicense the Features contained in SAYURA. If you are granted access to SAYURA, you may receive certain benefits described on the Site. By using SAYURA, You agree to be bound by the following terms and conditions (the “Terms of Service”).

If you are granted access to SAYURA, you may receive certain benefits described on the Site.

By using SAYURA, You agree to be bound by the following terms and conditions (the “Terms of Service”).

Any benefits you receive in connection with SAYURA are governed by these Terms of Service.

You, being the End User, will agree to these Terms of Service, shall perform one or more of the functions morefully set out below:

WAVENET shall not be responsible or liable for any breaches of third-party agreements by any use of the FEATURES and related Services by You.

WAVENET reserves the right to update or amend or modify or replace (hereinafter referred to as “Amendments”) these Terms of Service in any way and at any time at its sole discretion and you shall be given reasonable notice of such Amendments. Continued use of SAYURA and/or the FEATURES provided through SAYURA by You, after You have been notified of such Amendments shall be construed as consent by You to such Amendments. For the avoidance of doubt, any amendments and/or modifications made during a subscription period, such amendments and/or modifications shall be applicable and/or operational on the renewal of the relevant subscription period.

It is Your responsibility to review the Terms of Service from time to time, so that You are aware of any Amendments. WAVENET may inform You of such Amendments via electronic means as soon as practicable.

Any Update/s that augment or enhance SAYURA and/or its FEATURES or which addresses an issue (“Update’s”) shall also be subject to the Terms of Service and you shall be given reasonable notice of such Update/s. Continued use of SAYURA and/or the FEATURES after You have been notified of such Update/s shall be construed as consent by You to such Update/s.

Terms and Conditions

  1. Definitions

    “Software License” means the license required for the use of SAYURA and its FEATURES under a Subscription Package for a particular period and for the specific purpose set out in relevant the Agreement and shall also include the Features Trial License.“Term” means the Term of Your subscription to SAYURA and/or its FEATURES including any extension and/or renewal of such subscription or the duration of any trial period extended to the End User which shall be indicated to you on the SAYURA payment policy or indicated to you at the time of subscription to FEATURES as the “Term of Subscription” or by way of any other similar terminology used elsewhere, indicating the term of subscription.

    An “Update/s” is a software component made available by WAVENET

    Feature/s” mean/s a prominent attribute of SAYURA with One or many options and functional capabilities available for the user to use as per the requirement.

    “Features Trial License” means the access given to you to use SAYURA and FEATURES contained in SAYURA for a limited time of 14 days.

    “Upgrading of FEATURES” means moving from current FEATURES provided under a Software License to a Software License with an improved t set of capabilities/features.

    “Downgrading of FEATURES” means moving from current FEATURES provided under a Software License to a Software License with less capabilities or a different set of capabilities/features. Downgrading of FEATURES may also result in going back from a most recent Update/s to a previous version of Update/s in respect of such FEATURES.

    “SAYURA Instance” means A run time environment within which the SAYURA platform will be operating and which the registered user would be able to use

    “Subscription Package” means an option which the user can select based on the requirement with a monthly recurring payment for the use of the FEATURES of the in SAYURA.

  2. Grant of License
    1. Subject to the terms and conditions contained herein and any applicable Subscription Agreement, including the usage limits described therein, WAVENET grants the End User a limited, individual, non-exclusive, non-transferrable, non-sub-licensable Software License which WAVENET may renew from time to time to use SAYURA and the FEATURES available on SAYURA as follows:
      1. Installation and Use. WAVENET grants you the right to install and use the FEATURES and the Updates as necessary for the use of the FEATURES from time to time under a Software License during the Term. You shall not exceed the number of licenses, tiers, nodes, or other use restrictions or authorizations agreed to and paid for under a Subscription. In the event that You breach any term, condition, warranty or undertaking contained in this Agreement, You agree and understand that WAVENET may at its sole discretion immediately suspend and/or terminate your right to access/use SAYURA and/or FEATURES and updates thereto in addition to and without prejudice to any other steps available to WAVENET including the right to claim damages
  3. Other Limitations
    1. Maintenance of Copyright Notices. You shall not remove or alter any copyright or license notices that appear in or on SAYURA, the FEATURES and Updates.
    2. Modification. You shall not modify, hack, alter, decompile, decrypt, disassemble,
      translate, integrate, bundle, combine
      or reverse engineer the FEATURES and Updates.
    3. Distribution. You shall not modify, hack, alter, decompile, decrypt, disassemble, translate, integrate, bundle, combine or reverse engineer the FEATURES and Updates.
    4. Rental. You shall not rent, lease, or lend the Update, including renting, leasing, or lending a FEATURES and Updates.
      1. Publication. You shall not publish the results of any comparisons or other benchmarking activities that you will conduct with the Software FEATURES, either alone or in connection with any other software or hardware without the prior written consent of WAVENET or publish reviews of the Software Features without the prior written consent of WAVENET.
      2. Intellectual Property Rights (IPR). You shall not use the name, logo, or trademarks of SAYURA and/or its FEATURES without prior written consent from WAVENET.
      3. Compliance with Applicable Laws. You shall comply with all applicable laws regarding use of the FEATURES and Updates.
  4. Payment Terms
    1. The Software License to use the WAVENET’s SAYURA platform shall be subject to and limited to the Subscription Package chosen by You. Once the Features Trial License lapses, except and limited to the Open Source Features (if any) which is given on a free license to use, You will only be able to continue using the Software License to use SAYURA and/or its FEATURES, by making payment and subscribing in advance for use for an additional period under the Basic Package or You may at Your option select a different Subscription Package subject to the applicable terms and conditions (“Subscription”). If You fail to make payment and obtain a Subscription for the use of SAYURA and/or its FEATURES, WAVENET may, at its sole discretion and subject to the terms and conditions stated herein Suspend and Terminate Your access to SAYURA and/or such FEATURES until You make payment and obtain a Subscription
    2. You shall not exceed the allocated features, capacity or capability of the FEATURES subscribed. Any Upgrade, Downgrade or usage of FEATURES shall result in new rates being applicable. Such request for any Upgrade or Downgrade shall be made to WAVENET Sales team (by filing the via upgrade/downgrade webpage in SAYURA website) by You and any such attempt to Upgrade or Downgrade shall result in the immediate suspension of your current Subscription and to continue to use the FEATURES you shall be required to obtain a new Subscription with the new amended rates and terms and conditions as contained in SAYURA which may be amended from time to time at the sole discretion of WAVENET.
    3. All payments are exclusive of taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties as applicable.
    4. Payments applicable for access and use of SAYURA and the FEATURES under a Subscription shall be made at the point of access to the same (except for the Features Trial License) and prior to the use of SAYURA and the FEATURES based on the relevant Subscription and/or Support subscription (whether to SAYURA or to FEATURES or to Support) for which you have subscribed for. The invoice will be generated and shared with You with the total amount paid as per the payment method agreed upon by You at the point of Subscription.
  5. Cancellation/Unsubscribing
    1. You agree that you are solely responsible for cancelling or unsubscribing your account if you require to stop using SAYURA or its FEATURES.
    2. If You cancel/unsubscribe your user account before the end of a Subscription, the cancellation will take effect immediately and You will not be charged again. But WAVENET shall not be liable in any way, and You shall not be entitled to any refund and/or reimbursement of any unused period of time relevant to such Subscription.
    3. You specifically agree and acknowledge that cancellation/unsubscribing of your account by You shall result in permanent deactivation of your user account along with any data or information stored within the account.
    4. You agree that Downgrading, Upgrading, Cancelling or Unsubscribing from any Subscription is done at your sole discretion and WAVENET shall not be liable in any way for loss of user data, features or capabilities associated with your account as a result of such Downgrading, Upgrading, Cancelling or Unsubscribing (“Loss of Data”)
    5. You further agree that WAVENET is not liable in any way or manner for the loss of user data or user information including but not limited to user Features, features or capabilities associated with your account occurred as a result of provision of incorrect and/or corrupt data/information
  6. General Support
    During the Term, and at no additional cost to You, WAVENET shall provide You with reasonable technical support, via website “Contact us” page to answer questions and diagnose problems relating to SAYURA and its FEATURES. WAVENET reserves the right to change the way it offers technical support and/or to withdraw support, at any time with or without notice.
  7. SAYURA Instance
    You may, at your option and subject to the applicable payment terms and subject proving that the information provided by You is accurate, request WAVENET to maintain backups files of your data and disaster recovery system (“Backup and Recovery Information”) on SAYURA Instance. However, You specifically agree and understand that WAVENET shall not be liable for any loss or damage to Backup and Recovery Information occurred as a result of provision of incorrect and/or corrupt data/information
  8. Ownership and Copyright
    1. The FEATURES are licensed, not sold. As between the parties, all title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to SAYURA and its FEATURES, including all documentation, shall remain in and belong to WAVENET.
    2. All right, title and interest, including but not limited to intellectual property rights such as copyrights, trademarks, tradename, patents in and to SAYURA AND ITS FEATURES and Updates and any copies thereof, are owned by WAVENET. All right, title and interest, including but not limited to intellectual property rights such as copyrights, trademarks, tradename, patents in and to the content which may be accessed through use of THE FEATURES and Updates is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted herein are reserved by WAVENET .
  9. No Warranties
    UNLESS EXPRESSLY PROVIDED HEREIN TO THE CONTRARY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ANY AND ALL SERVICES AND SOFTWARE INCLUDING PATCHES AND SERVICE PACKS PROVIDED BY WAVENET HEREUNDER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO WARRANTY, WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED BY WAVENET OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE. NOTHING STATED IN THIS AGREEMENT WILL IMPLY THAT THE OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ERRORS WILL BE CORRECTED.
  10. Limitation of Liability
    TO THE FULLEST EXTENT PROVIDED BY LAW, THE SOFTWARE FEATURESARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WAVENET DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE CLOUD AND/OR IT’S FEATURES. WAVENET DOES NOT WARRANT THAT THE FEATURESWILL OPERATE ERROR-FREE, THAT THE SOFTWARE FEATURESIS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS OR THAT WAVENETWILL CORRECT ANY ERRORS IN THE SOFTWARE FEATURES. WAVENET DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR USING THE FEATURES. WAVENET DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO SAYURA AND IT’S FEATURES. IN NO EVENT WILL WAVENET BE LIABLE FOR ANY INCIDENTAL INDIRECT, SPECIAL, OR CONSEQUENTIAL COSTS OR DAMAGES INCLUDING, WITHOUT LIMITATION, DOWNTIME COSTS; LOST BUSINESS, REVENUES, OR PROFITS; FAILURE TO REALIZE EXPECTED SAVINGS; LOSS OF OR DAMAGE TO DATA; OR SOFTWARE RESTORATION, REGARDLESS OF WHETHER ANY OF THE FOREGOING ARE FORESEEABLE, AND REGARDLESS OF WHETHER WAVENET HAS BEEN NOTIFIED OF THE POSSIBILITY OF ANY OF THE FOREGOING. THESE LIMITATIONS WILL APPLY REGARDLESS OF THE BASIS OF LIABILITY; INCLUDING NEGLIGENCE; MISREPRESENTATION; BREACH; LIBEL; INFRINGEMENT OF PUBLICITY, PRIVACY, OR INTELLECTUAL PROPERTY RIGHTS; OR ANY OTHER CONTRACT OR TORT CLAIM. IN THE EVENT OF ANY LIABILITY ACCRUING TO YOU AGAINST WAVENET NOTWITHSTANDING THE ABOVE, YOU EXPRESSLY AGREE THAT SUCH LIABILITY SHALL NOT EXCEED 50% OF THE TOTAL PAYMENTS MADE BY YOU TO WAVENET WITHIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE RELEVANT EVENT, ACT OR OMISSION WHICH GAVE RISE TO SUCH LIABILITY
  11. Severability
    If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
  12. Anti-Bribery and Anti-Corruption
    1. In connection with the performance of this Terms of Service, You, on behalf of yourself and your representatives, represents and warrants that You have not engaged in and covenants that You shall refrain from offering, promising, paying, giving, authorizing the paying or giving of, soliciting, or accepting money or anything of value, directly or indirectly, to or from:
    2. Any government official to:
      1. Influence any act or decision of a government official in his or her official capacity.
      2. Influence a government official to use his or her influence with a government or instrumentality thereof; or
      3. otherwise secure any improper advantage; or
    3. Any person in any manner that would constitute bribery or an illegal kickback or would otherwise violate applicable anti-corruption law.
    4. You represent that You have not made a voluntary or other disclosure to, has not received any notice, summons, request for information, or citation from, and is not aware of any past or present investigation by a government authority related to alleged violations of applicable anti- corruption law.
    5. If a breach of this Clause has occurred by You, WAVENET may (a) treat such breach as a material breach under the Terms of Service and resort to any resulting right or remedy available to it, or (b) terminate this Terms of Service immediately by means of written notice to You.
    6. Notwithstanding any other provision of this Terms of Service, WAVENET may disclose the existence and terms of this Terms of Service, as well as information relating to any probable violation of this Clause, to any government authority whenever required by applicable law.
  13. Deactivation and Termination
    1. These Terms, including the Software License, shall expire at the end of the Term, unless You and WAVENET mutually agree to renew such License subject to payment and any other terms.
    2. WAVENET shall have the right to suspend and/or terminate your subscription and/or access to SAYURA and/or the FEATURES if you fail to pay the relevant subscription fees and/or renewal fees.
    3. Without prejudice to any other rights, WAVENET shall have the right, at its sole discretion, to suspend and/or terminate your subscription and access to SAYURA and/or the FEATURES if you fail to comply with the terms and conditions contained herein and any amendment hereto. If any failure to so comply occurs and such failure is rectifiable in the opinion of WAVENET, in such event WAVENET may, at its sole discretion and on a case by case basis, grant a 7 day grace period to rectify any breach of the terms and condition contained therein and/or any amendment hereto and In the event that You fail to rectify and/or resolve the said failure within the given grace period WAVENET shall terminate and/or terminate your access to SAYURA, its FEATURES and any of the solutions you have deployed by the direct and/or indirect use of SAYURA and/or its FEATURES.
    4. WAVENET reserves the sole right and discretion, at any time to temporarily or permanently discontinue your access to SAYURA and its FEATURES or any service to which it connects, after providing 60 days’ notice to you electronically.
    5. In the event you are in breach of any of the terms and conditions of this Agreement which in the opinion of WAVENET cannot be remedied and warrants immediate action to prevent any further breach, in such event WAVENET may at its sole and absolute discretion temporarily or permanently discontinue your access to SAYURA and its FEATURES without giving you any notice whatsoever.
    6. Upon expiration of the Term or sooner determination of the Term, You shall uninstall and destroy all copies of FEATURES and Updates in your possession.
  14. General Conditions
    1. You must be a permitted and lawfully registered entity and/or individual in your relevant territory, authorized to affect the relevant functions herein and the same shall be in line with the permitted Laws of Singapore.
    2. You must at all times provide true, accurate, current, and complete information and You shall be solely responsible for the accuracy of such information and You agree and acknowledge that WAVENET shall not be liable for any loss or damage suffered by you as a result of providing incomplete and/or inaccurate information.
    3. You shall be solely responsible for all use SAYURA and its FEATURES under your account, including the quality and integrity of any data and other information made available to WAVENET by or for You
    4. You shall be solely responsible for all acts, omissions, and activities of anyone who accesses or otherwise uses SAYURA and its FEATURES through your Account
    5. These Terms of Service shall be governed by the laws of England.

      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 the arbitration shall be Singapore.

      The Tribunal shall consist of 01 arbitrator.

      The language of the arbitration shall be English.

    6. You agree that all personal data contained in SAYURA and/or it’s FEATURES shall be processed in accordance with the relevant and/or applicable data protection laws and regulations and You grant WAVENET the right to process such personal data as necessary to provide the services in a manner consistent with these Terms.
    7. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of SAYURA, use of SAYURA, access to SAYURA, or its resulting FEATURES and Services created by You or any other resulting product without permission.
    8. In no event shall the WAVENET be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that WAVENET shall use reasonable efforts which are consistent with accepted practices to resume performance as soon as practicable under the circumstances.
    9. You must not modify, reproduce, mimic, adapt or hack SAYURA and/or its FEATURES and/or Services or modify another website so as to falsely imply or mislead that it is associated with WAVENET, including any other services or brands under WAVENET’s name.
    10. Any verbal, physical, written or other abuse (including threats of abuse or retribution) of any of WAVENET’s customers, employees, members, or officers may result in immediate termination of access to SAYURA and termination of licenses to use the FEATURES and Services. This includes abuse in any form of communication, both online and offline.
    11. You may not impersonate any WAVENET employee or suggest in any way that You are employed by WAVENET. You may not represent Your services or product/s as part of SAYURA or mislead others to believe that You are an official extension of SAYURA or any WAVENET brand.
    12. You are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
    13. You agree and understand that any connection to, integration of and/or use of any third-party software by you in connection with SAYURA and its Features in the creation of any solutions and/or Services (“Creation”) shall be made through Your own volition and WAVENET have no control over the same. WAVENET shall not be responsible or liable in any way whatsoever in respect of such third party software or any creation including but not limited to compatibility, security, workmanship, merchantability and therefore You expressly indemnify and hold harmless WAVENET and its , subsidiaries, employees, and any agent acting on their behalf from any and all liabilities, claims, demands, that may be sustained, arising and/or relating to the use if such third party in any way or manner including but not limited to criminal or any other offence of whatsoever form or manner, the infringement of intellectual property rights such as copyright infringement, and/or , or trademark violation by way of creating and/or using of any solutions and/or Services created using such third party software.
    14. You understand that any solutions and/or Services created with the FEATURES by use of SAYURA is done through Your own volition and therefore You expressly indemnify and hold harmless WAVENET and its, subsidiaries, employees, and any agent acting on their behalf from any and all liabilities, claims, demands, that may be sustained, arising and/or relating to such solutions and/or Services in any way or manner including but not limited to criminal or any other offence of whatsoever form or manner, the infringement of intellectual property rights such as copyright infringement, and/or , or trademark violation by way of creating and/or using of any solutions and/or Services created using the FEATURES.
    15. The failure of WAVENET to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.