Knorex SnapArise TM - Terms of Service
Last Updated on 1 Sep 2014.
The following terms of service (“Agreement”) shall govern Your access and use of the Services.
BY ACCEPTING THIS AGREEMENT, VIA EXECUTING AN ORDER FORM REFERENCING THIS AGREEMENT, YOU AGREE AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
“API” means an application programming interface.
“AUP” refers to the Knorex Acceptable Use Policy currently made available at http://knorex.com/legal/, as such policy may change from time to time.
“Confidential Information” includes all information of or relating to Knorex including those that is non-public information or not generally known or readily ascertainable to the public that is provided to You by Knorex under this Agreement, including, without limitation, the Service Account(s), Service Credential, Documentation, products, services, programs, features, data, techniques, code, testing, procedures, and others, that become known to You through disclosure, observation or otherwise, and that either is designated as confidential by Knorex.
“Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Documentation” shall mean any accompanying media, hardcopy or electronic documentation, provided to You relating to the Services including, without limitation, user manual, installation, reference, and technical guides.
“SDK” means a set of software development tools that allows the creation of applications for a certain software package, framework or similar development platform.
“Service Account” refers to the customer portal by which You access and use the Services, view Your Service Data, Service Plan and other related information.
“Security Breach” is the breach of security of Your facility, systems or site where the Services is provided through, and an unauthorized person has acquired the access to use the Services and/or Service Account or if Your Service Credential is stolen.
“Service Plan” refers to the subscription plan to use the Services, as specified in Schedule A, that are made available to you to purchase via an order form offered by Knorex.
“Service Credential” is the confidential software security key(s) including login information, or API key(s) as provided by Knorex to You to access and use the Services.
“Service Materials” refers to any written and graphical contents provided by or through the Services, including, without limitation, Documentation, sample code, software libraries, data/datasets, text, photographs, illustrations, and designs, and other related technology, whether provided by Knorex, another customer of the Services, or any other third party, to facilitate or enable the Services.
“Service Data” refers to data in electronic form contributed to or collected through the Services by or from You, including but not limited to registration information, usage data and transaction data.
“Services” shall mean the suite of software components or software services hosted by Knorex and provided to You under this Agreement, for which that include a content management system, mobile SDKs (for use in Android and iOS mobile device operating systems) and image recognition services, all provisioned under the brand name of Knorex SnapARise™, that can be used for creating and enabling interactive overlays on mobile devices.
2. Services and Use
2.1 Subject to all the terms and conditions of this Agreement, Knorex will use commercially reasonable efforts to provide the Services to You, either directly or indirectly via third party vendors or service providers based on Your purchased Service Plan.
2.2 Account Access. To access and use the Services, You are provided with a Service Account governed by Your purchased Service Plan. You are responsible for all activities that occur under the Service Account, regardless of whether the activities are undertaken by You, except to the extent caused by Knorex’s breach of this Agreement, Knorex and its affiliates are not responsible for any Security Breach. You shall contact Knorex immediately in the event of such Security Breach.
2.3 Associated monthly limit is imposed on all Service Account as specified in Schedule A for the purchased Service Plan. Monthly limits are calculated based on calendar months and are based on the activation date of Your Service Plan. Once Your Service Account reaches its monthly limit, you will be notified to upgrade to a plan with higher limit or to lower Your usage below the limit within 7 days, or otherwise Knorex would cap Your Service Account usage.
2.4 Revocation. Knorex may revoke Your Service Credential if You sell, transfer, sublicense or otherwise disclose Your Service Credential to any other individual or third party, or uses the Services for any other purpose other than that for which the Services is intended for, or if in breach of any term of this Agreement by You, or if this Agreement is terminated by Knorex.
2.5 Permitted Use. You agree that the Services is provided to You solely to access and use the Services provided user interface and for its own commercial use. You may not use the Services to create applications that offer or promote services that may be damaging to, disparaging of or otherwise detrimental to Knorex. You shall not rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer, or use the Services outside of the scope of use as granted in this Agreement.
3.1 To this Agreement and the Terms. Knorex may modify this Agreement or any additional terms that apply to the Services, for instance, to reflect changes to the law or changes to the Services, from time to time. Knorex will post such notice of modifications to these terms or policies at http://knorex.com/legal/ referenced in these terms and sending You notice thereof. Changes will not apply retroactively. Such amendment will become effective 30 days after such notice (“Proposed Amendment Date”) unless You first give Knorex written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Your next Term following the Proposed Amendment Date (unless You first terminates this Agreement pursuant to Section 8). Your continued use of the Services following the effective date of an amendment will confirm Your acceptance thereto.
3.2 To the Services. Knorex reserves the right to change, discontinue, or deprecate any features or functionality of the Services (in whole or in part) from time to time. Knorex shall provide You with at least 60 days advanced notice of any material change to or discontinuation of the Services. Knorex will use commercially reasonable efforts to continue providing support to the previous version of any features changed, discontinued, or deprecated for up to 12 months after the change, discontinuation, or deprecation (except if in doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law).
3.3 To the Service Plan and Fees. Knorex may change the fees or the specifications of the Service Plan from time to time.
4. Term of Payment
4.1 You agree to pay a non-refundable subscription fee according to the Service Plan as mentioned in Schedule A, on a yearly basis, for the access and use of the Services. There will be no refunds or credits for partial months or years of service, upgrade/downgrade refunds, or refunds for months or years unused.
4.2 Payment shall be made via cheque or other payment methods as specified by Knorex to You.
4.3 All payments made hereunder exclude consideration for any applicable goods and services tax, sale and use tax or any similar tariff, impost, duty, fees or assessments or governmental charge. Any goods and services taxes and/or duties levied by the government in respect of the Agreement shall be borne by You.
5. Intellectual Property
5.1 Knorex and its licensor retains all right, title, and interest in and to the Services, including without limitation the software used to provide the Services, the Service Materials, Knorex-provisioned mobile applications and all logos, trademarks, copyright, or service marks reproduced through the Services. Knorex reserves all rights not expressly granted to You.
5.2 You possess and retain all right, title, and interest in and to the Service Data. Notwithstanding the foregoing, Knorex may use the Service Data, as combined with other Knorex customers’ Service Data, to improve the Services. You hereby grant Knorex a non-exclusive and royalty-free right and license to use the Service Data solely for the purposes described previously.
6.1 Both parties will not disclose any Confidential Information to any third party or use any Confidential Information other than as required to perform under and permitted by this Agreement, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. Both parties will limit internal distribution of Confidential Information to its authorized personnel who may have a need to know, and both parties will take steps to ensure that dissemination is limited.
6.2 Neither party shall make any public statement, online or offline, regarding this Agreement, the terms of this Agreement, any aspect thereof, the Services or any special discounts without either party’s prior written approval.
7. Data Management, Data Privacy and Security
7.1 Access, Use, & Legal Compulsion. Unless Your prior written consent is received, Knorex: (i) will not access or use the Service Data other than as necessary to facilitate the Services; and (ii) will not give any third party access to the Service Data. Notwithstanding the foregoing, Knorex may disclose the Service Data as required by applicable law or by proper legal or governmental authority. Knorex will give You prompt notice of any such legal or governmental demand and reasonably cooperate with You in any effort to seek a protective order or otherwise to contest such required disclosure.
7.2 Content. You are solely responsible for the development, content, operation, maintenance, and use of Your content, including the compliance of content with the AUP, other policies, and the law.
7.3 Service Data/Information Rights. Knorex may retain and use the information collected in Your use of the Services, subject to the terms of the Data Policy. Knorex will not share the Service Data with any third parties unless Knorex has written consent from You. You grant to Knorex and Knorex affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute, create derivative works of and otherwise exploit anonymous, non-identifiable usage data derived from Your Service Data as aggregated from Knorex’s other customers for Knorex own business purposes such as sales, marketing, product innovation, support and operation improvement.
7.4 Security. Knorex will implement reasonable and appropriate measures designed to help You to secure Your contents against accidental or unlawful loss, access or disclosure. Notwithstanding that, You shall also take precautionary and adopt industry best practices in preventing any Security Breach and data backup.
8. Term and Termination
8.1 Term. This Agreement is effective between You and Knorex starting from the date that You accept this Agreement and will continue to be in full force for the subscribed term as specified in the order form, unless otherwise terminated in accordance with this Agreement.
8.2 Termination for Cause. Either party may terminate this Agreement for material breach by giving written notice, effective in 30 days, to the other party and (if capable of remedy) fails to remedy the breach within 10 business days (5 business days in the case of non-payment) after being required by written notice to do so.
8.3 Upon termination of this Agreement, You shall cease all use of the Services, and destroy all copies, full or partial of any related code, documentation provided in the course of using the Services.
8.4 No early refund shall be granted in the event of termination.
8.5 Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination.
9. Support And Service Level
9.1 Knorex will use commercially reasonable efforts to provide You with the technical support, bug fixes, updates services (“Technical Support Services”) as expressly provided herein based on Your purchased Service Plan.
9.2 The Technical Support Services shall cover issues or questions resulting directly out of the operation of the Services but it shall not include Knorex providing generic consultation, assistance, or advice relating to any third-party software.
9.3 Knorex shall have no obligation to provide software updates except that Knorex will provide You with any update that Knorex makes generally available without charge to its similar customers.
9.4 Knorex shall use its best endeavour to adhere to the service level specified in the Technical Support Plan (Schedule B). Response time is based on local standard business days and working hours. Unless otherwise specified, all responses are measured from the time You contact Knorex for problem determination until Knorex has resolved the problem remotely or scheduled service to be performed. Failure to install and use available remote connectivity tools and equipment for direct problem reporting, remote problem determination and resolution may result in an increased service level response-time due to resource requirements.
10. Third Party Content
10.1 Third party content, such as data/datasets, software applications provided by third parties, may be made available to Knorex by other companies under separate terms and conditions, including separate fees and charges. Because Knorex may not have tested or screened the third party content, Your use of any third party content is at its own sole risk. Knorex is not obligated to provide fixes and solutions to resolve any issue arising from such usage.
11. Limited Warranty and Disclamers
11.1 Knorex warrants providing the Services in accordance to general industry standards reasonably applicable to the provision thereof. Notwithstanding the foregoing, the Services may be temporarily unavailable, for example, when deemed reasonably necessary or prudent by Knorex to upgrade, repair or maintain or for causes beyond Knorex's reasonable control. Knorex will notify You at least 48 hours in advance of any known planned Services-related outages.
11.2 The SERVICES IS PROVIDED “AS IS” AND AS AVAILABLE, AND KNOREX MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KNOREX DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT KNOREX WILL CORRECT ALL SERVICES ERRORS. KNOREX DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SOFTWARE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. KNOREX IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
11.3 UNLESS AS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MECHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
12. Limitations of Liability
12.1 To the extent not prohibited by law, under no circumstances is Knorex, its subsidiaries, affiliates, licensors, suppliers, resellers, subcontractors, directors, officers, employees and agents, liable for any loss of revenue or anticipated savings, profit or data, or for special, indirect, consequential, incidental or punitive damages, however caused regardless of the theory of liability, arising out or related to the use of or inability to use the Services.
12.2 In the event that the above is not enforceable, Knorex’s aggregate liability to You, whether in contract, tort (including negligence), or otherwise, is limited to the amount paid to Knorex by You for the Services under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose.
13. Governing Law
13.1 This Agreement shall be governed and construed according to the laws of the Republic of Singapore without regard to its conflicts of law provisions.
13.2 In the event of any dispute arising out of or relating to this Agreement, the affected party shall promptly notify the other party in writing, and the parties shall attempt in good faith to resolve the matter. In the event the matter is not resolved amicably within thirty (30) day from the notification date, or any extension mutually agreed, either party may initiate any cause of action at law or equity.
14. Entire Agreement
14.1 This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.
14.2 No modification of this Agreement will be binding, unless in writing and signed by each party or their authorized personnel.
15.1 Non-Waiver. Any delay, failure or neglect by either party to enforce at any time any of the provisions herein shall not be construed or deemed to be a waiver of such party’s rights hereunder nor shall it in any way affect the enforceability or validity of the whole or any part of this Agreement nor prejudice such party’s rights to take subsequent action.
15.2 Severability. If any provision of this Agreement is held to be unenforceable or declared void, this Agreement will remain in full force and effect with the provision omitted.
15.3 No Assignment Neither party shall transfer, assign, delegate, or otherwise dispose off this Agreement, the benefits and or the obligations hereto without first obtaining the written consent from the other party.
15.4 Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement. In case of a Force Majeure event, the time for performance required by either party under this Agreement shall be extended for any period during which the performance is prevented by the event. Either party may terminate this Agreement by written notice if such an event prevents performance continuously for more than 30 days.