OtterLive Software-as-a-Service Licensing Terms and Conditions
- This OtterLive Software-as-a-Service Licensing Terms and Conditions ("Terms") is agreed by the Licensor and the Approved User, and exclusively sets out the Licensor's and Approved User's rights and obligations in relation to the Approved User's use of the SaaS Product (as described in the SaaS Product Schedule) as permitted by the Licensor pursuant to the terms herein.
- All capitalised words in these Terms shall have the meaning stated in the Definitions Schedule.
- By completing the User Onboarding Steps of the SaaS Product or otherwise using the SaaS Product, the Approved User unequivocally agrees to the Terms. The Approved User agrees that the Licensor may in its absolute discretion vary, including by way of addition, omission or any other modification, the Terms without prior notice to the Approved User. The Approved User agrees that it is bound by any such varied Terms when it continues using the SaaS Product and will ensure that it checks for any varied Terms and ensure that it is fully aware of them.
- Upon the Approved User's agreement to these Terms, the Licensor permits the Approved User to access and use the SaaS Product for the functionality described in the SaaS Product Schedule, which the Approved User accepts without any reservation. This permission is given by the Licensor to the Approved User on the following basis:
- The SaaS Product is accessible and may be used by the Approved User through an internet-based interface and computer application (installed on a computing machine or mobile device operating on Mac, Windows, iOS or Android operating system).
- The access and use of the SaaS Product requires reliable and secure internet access to be provided and maintained by the Approved User, and is not the responsibility of the Licensor.
- The permission given to the Approved User is on a non-exclusive basis.
- The permission from the Licensor may be revoked or suspended at any time in accordance with paragraph 6 below.
- Support for the SaaS Product is not guaranteed and will be provided remotely and in the absolute discretion of the Licensor. The Licensor may notify the Approved User of the manner to obtain support through the SaaS Product or any other means.
- The Licensor may in its discretion host the SaaS Product through any cloud storage and hosting services provider or on its own servers.
- The Licensor provides no guarantee or warranty whatsoever with regards to the security or safety of accessing and using the SaaS Product.
- The Licensor may in its absolute discretion vary the functionality of the SaaS Product, including but not limited to adding or omitting functionalities, without prior notice to the Approved User. The Approved User's access and use of the varied functionalities shall be governed by this Terms.
- The Licensor does not warrant or guarantee that the Approved User's commercial and customer data on the SaaS Product would be secure, corrupt-free or virus-free.
- The Licensor is not obliged to verify that the person logging in to the Approved User's SaaS Product account is authorised by the Approved User, and is entitled to rely on the inputs of such person into the said account.
- The SaaS Product is provided by the Licensor is on an ‘as-is' basis and the Licensor is not obliged to rectify any bugs or provide any software-related maintenance or updates.
- The Approved User shall pay the SaaS Product subscription and other fees imposed by the Licensor from time-to-time, and the Licensor may in its absolute discretion vary such fees.
- If the Licensor imposes any subscription and other fees on the Approved User, the Licensor will notify the Approved User through the SaaS Product or any other means and the Approved User shall pay these fees in full and without delay.
- The Licensor is not obliged to off-board, retain or transfer the Approved User's data in the SaaS Product if the Approved User is terminated under the Agreement or the Approved User ceases to use the SaaS Product and shall not be liable for any loss of the Approved User's data as a result.
- The Approved User agrees to the following representations and/or warranties:
- The Approved User unequivocally agrees and accepts the basis upon which it is permitted to use the SaaS Product as set out in paragraph 4 above.
- The Approved User will provide all computing hardware and software, and reliable and secure internet connection to use the SaaS Product.
- The Approved User will access and use the SaaS Product for a legal and bona fide commercial purpose and activity, and will ensure it has all approved licenses and permits to operate such activity.
- The Approved User will secure and safeguard its login credentials and will ensure that only person(s) authorised by the Approved User have access to the login credentials and use the Approver User's SaaS Product account.
- The Approved User is responsible for all use of and inputs into the Approved User's SaaS Product account regardless of whether there is express approval by the Approved User of such use and inputs.
- The Approved User shall not share its SaaS Product account with any third party unless prior written consent from the Licensor has been obtained.
- The Approved User shall input only truthful and complete data into the SaaS Product.
- The Approved User shall immediately comply with any request by the Licensor for documents and information regarding Approved User's use of and input into the SaaS Product.
- The Approved User shall not access or use the SaaS Product for any illegal or immoral purpose.
- The Approved User shall not introduce any computer virus or code to the SaaS Product or the Licensor's network or computing systems.
- The Approved User shall not reverse engineer or otherwise copy the SaaS Product and agrees that the SaaS Product is the proprietary software and intellectual property rights of the Licensor.
- Other than referring to the use of the SaaS Product in its business activity, the Approved User shall not use or otherwise infringe the trade marks of the Licensor.
- Other than the permission to access and use the SaaS Product in accordance with this Terms, no other license or permission in relation to the Licensor's intellectual property rights is provided to the Approved User under this Terms.
- The Licensor may in its absolute discretion terminate or suspend the Approved User's access or use of the SaaS Product in one or more of the following circumstances:
- The Licensor is aware of or reasonably suspects the Approved User to be in breach of the Terms.
- The Licensor in its absolute discretion decommission the SaaS Product.
- The Approved User owes any due and payable amounts to the Licensor, or its affiliates, whether under this Terms or any other circumstances.
- The Approved User agrees to indemnify and hold harmless the Licensor, and its affiliates, employees, contractors and suppliers, in relation to any losses, costs and damage that may be suffered as a result of the Approved User breaching these Terms.
- The Approved User agrees that, except where provided for in these Terms, the Licensor is not liable to the Approved User and its' employees, officers, affiliates and contractors, in respect of any direct or indirect losses and damages.
- These Terms are governed by the laws of the Republic of Singapore. Any dispute arising out of or in connection with this Terms, including any question regarding the existence, validity or termination of contract, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The venue of arbitration shall be Singapore.
The capitalised words in the Terms shall have meanings as follows:
Approved User means any natural person or persons, or body corporate has completed the User Onboarding Steps or is otherwise accessing or using the SaaS Product.
Licensor means OtterLive, which is a business registered in Singapore having UEN: 53451228C
SaaS Product means the OtterLive SaaS Product, as described in SaaS Product Schedule, offered by the Licensor in accordance with the Terms.
Terms means OtterLive Software-as-a-Service Licensing Terms and Conditions.
User Onboarding Steps means all information and documents required to be furnished by the Approved User prior to any further access or use of the SaaS Product.