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) and WAVENET for the use of WAVENET’s “AHASA” cloud platform, it’s ARTIFACTS, and related services provided by WAVENET and/or its Vendors. You agree to be bound by these terms. The AHASA cloud platform, it’s ARTIFACTS and Update/s are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The ARTIFACTS, Updates and Services are licensed, not sold.
AHASA (hereinafter referred to as “THE AHASA”) is a cloud based technological architecture orchestration portal that enables enterprises to visually design, integrate, deploy and operate end-to-end multi product solutions which meet their specific business requirements THE AHASA which is provided by Global Wavenet (Pte) Ltd (“WAVENET”) and in respect of which all intellectual property rights including copyrights vest with WAVENET, acts as a platform through which you are given permission to access and use the Software Artifacts (hereinafter referred to as “ARTIFACTS”) featured in the same .
As such for the purpose of these Terms of Service:
To access THE AHASA , you must submit a complete application through (please insert the hyperlink to the AHASA registration site) (hereinafter referred to as the “Site”), agree to be bound by the applicable Customer Agreement (as defined below), and be accepted into THE AHASA. For the avoidance of doubt, being permitted with access to THE AHASA does not authorize you to resell or sublicense the ARTIFACTS contained in THE AHASA services.
If you are granted access to THE AHASA, you may receive certain benefits described on the Site. Any benefits you receive in connection with THE AHASA are governed by these Terms.
You are being the End User who will agree to these Terms of Service, shall perform one or more of the functions morefully set out below:
By using THE AHASA, YOU agree to be bound by the following terms and conditions (the “Terms of Service”).
WAVENET and/or its Vendors shall not be responsible or liable for any breaches of third-party agreements by any use of the ARTIFACTS 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 AHASA and/or the ARTIFACTS provided through AHASA by You, after You have been notified of such Amendments shall be construed as You have consented to such Amendments. For 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 THE AHASA and/or its ARTIFACTS 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 AHASA and/or the ARTIFACTS after You have been notified of such Update/s shall be construed as You have consented to such Update/s.
Continued use of THE AHASA by You, after You have been notified of such Update/s shall be considered as You are having consented to such Update/s.
Terms and Conditions
“Software License” means the license required for the use of AHASA and its ARTIFACTS for a particular period and for the specific purpose set out in relevant the Agreement, including the licenses given by Vendors to sub license the Vendor’s ARTIFACTS made available through WAVENET’s AHASA and shall also include the Basic Plan offered to access AHASA and ARTIFACTS Trial License provided by WAVENET WAVENET shall have no control and liability whatsoever in respect of terms and conditions contained in any Vendor Agreement.
- “Term” means the Term of Your subscription to AHASA and/or its ARTIFACTS 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 AHASA payment policy or indicated to you at the time of subscription to ARTIFACTS as the “Term of Subscription” or any other similar terminology indicting the term of subscription.
- An “Update/s” is a software component made available by WAVENET and/or its Vendors that augments the capability or addresses an issue with an ARTIFACT.
- “Vendor(s)” means the suppliers(s) who has uploaded their ARTIFACTS to AHASA and made them available for use, subject to the terms and conditions of this Agreement.
- “Software Artifact” means Products, components, modules, API’s or scripts used to orchestrate solutions on the platform.
- “Basic Plan” means the license provided by Wavenet to access and use AHASA
- “ARTIFACTS Trial License” means the access given to you to use the ARTIFACTS contained in AHASA for a limited time as contained in each ARTIFACT Trial License
- “Upgrading of ARTIFACTS” means moving from a current ARTIFACT/S provided under a Software License to a Software License with improved or different set of capabilities/features.
- “Downgrading of ARTIFACTS” means moving from a current ARTIFACT/S provided under a Software License to a Software License with a different set of capabilities. Downgrading of ARTIFACTS may also result in going back from a most recent Update/s to a previous version of Update/s in respect of such ARTIFACTS.
- “Vendor Agreement” means any document signed between a Vendor and You related to use of any Vendor ARTIFACTS.
- Grant of License
- WAVENET confirms that it has obtained the necessary licenses from the relevant Vendors to sub license the relevant ARTIFACTS of the Vendors made available through WAVENET’s AHASA
- 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, personal, non-exclusive, non-transferrable, non-sub-licensable Software License which WAVENET may renew from time to time to use WAVENET’s THE AHASA and the ARTIFACTS available on THE AHASA as follows:
- Installation and Use. WAVENET grants you the right to install and use the ARTIFACTS and the Updates as necessary for the use of the ARTIFACTS from time to time in a Licensed Product during the Term. You shall not exceed the number of licenses, tiers, nodes, or other use restrictions or authorizations agreed to and paid for in the commercial agreement.
- Backup Copies. Subject to the payment of any applicable fees, you may make copies of the Update solely sufficient for the purpose of backup and archival purposes and no other purpose. It shall be Your responsibility to obtain the necessary Updates as and when they are made available and to properly backup and archive your data. WAVENET shall have no responsibility and/or liability whatsoever for any loss or damage to data in any way with regard to the use or non-use of any Updates and/or Your failure to backup and/or archive your data.
- Other Limitations
Maintenance of Copyright Notices. You shall not remove or alter any copyright or license notices that appear in or on the ARTIFACTS and Updates.
Modification. You shall not modify, alter, decompile, decrypt, disassemble, translate, integrate, bundle, combine or reverse engineer the ARTIFACTS and Updates.
Distribution. You shall not distribute copies of the ARTIFACTS and Updates to third parties.
Rental. You shall not rent, lease, or lend the Update, including renting, leasing, or lending a Product that includes the ARTIFACTS and Updates.
- SaaS. You shall not make the ARTIFACTS and Updates available as commercial Software-as-a-Service.
- Publish You shall not publish the results of any comparisons or other benchmarking activities that you will conduct with the Software Artifacts, either alone or in connection with any other software or hardware without the prior written consent of WAVENET and/or it’s Vendors, or publish reviews of the Software Artifacts without the prior written consent of WAVENET and/or it’s Vendors.
- Intellectual Property Rights (IPR) You shall not use the name, logo or trademarks of THE AHASA and/or its ARTIFACTS without prior written consent from WAVENET and/or it’s Vendors.
- PaaS. You shall not make THE ARTIFACTS and Updates available as commercial Platform-as-a-Service
- You shall not directly and/or indirectly make THE ARTIFACTS and/or Updates available to the public or any person in whatsoever form or manner without the prior written consent from WAVENET and/or it’s Vendors
- Compliance with Applicable Laws. You shall comply with all applicable laws regarding use of the ARTIFACTS and Updates.
- Payment Terms
- The Software License to use the WAVENET’s AHASA platform shall initially be offered as a Basic Plan and its ARTIFACTS shall initially be offered under an ARTIFACT Trial License, and once the Basic Plan or ARTIFACT Trial License lapses, you will only be able to continue using the Software License to use the AHASA and/or its ARTIFACTS, by subscribing in advance for use for an additional period (“Subscription”). If you fail to pay for a Subscription for the use of AHASA and/or its ARTIFACTS, WAVENET shall at its sole discretion and subject to the terms and conditions stated herein Suspend and Terminate your access to AHASA and/or such ARTIFACTS until you pay and obtain a Subscription
- You shall not exceed the allocated features, capacity or capability of the ARTIFACTS subscribed. Any Upgrade or Downgrade of ARTIFACTS 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 AHASA website) by you and such Upgrade or Downgrade shall result in the immediate suspension of your current Subscription and to continue to use the ARTIFACTS you shall be required to obtain a new subscription with the new amended rates and terms and conditions as contained in AHASA which may be amended from time to time at the sole discretion of WAVENET.
- 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.
- Payment collection will be done based on the Subscription (whether to AHASA or to ARTIFACTS) for which you have subscribed for, the invoice will be generated and shared with the You with the total amount payable for the month or year as per the payment method agreed upon by you at the point of Subscription.
- You agree that you are solely responsible for cancelling or unsubscribing your account if you require to stop using WAVENET’S AHASA or its ARTIFACTS.
- 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 and/or its Vendor(s) shall not be liable in any way, and you shall not be entitled to any refund and/or reimbursement of any kind for unused time relevant to such Subscription.
- 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.
- You agree that Downgrading, Upgrading, Cancelling or Unsubscribing from any Subscription is done at Your sole discretion and WAVENET nor their Vendor(s) shall not be liable in any way for loss of user products, features or capabilities associated with your account (“Loss of Data”) and WAVENET nor their Vendor(s) shall not be liable in any way for such Loss of Data.
- General Support
During the Term, and at no additional cost to You, WAVENET and/or its Vendors shall provide You with reasonable technical support, via email@example.com or as contained in a relevant Vendor Agreement to answer questions and diagnose problems relating to AHASA and its ARTIFACTS. WAVENET and/or its Vendors reserves the right to change the way it offers technical support at any time with or without notice. Technical support for any ARTIFACTS of any Vendor shall be subject to the terms and conditions contained in the relevant Vendor Agreement and WAVENET shall have no control or liability whatsoever in respect of the same
- Ownership and Copyright
- The ARTIFACTS 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 THE AHASA and its ARTIFACTS, including all documentation, shall remain in and belong to WAVENET and/or it’s Vendors.
- All right, title and interest, including but not limited to intellectual property rights such as copyrights, trademarks, tradename, patents in and to WAVENET’s AHASA AND ITS ARTIFACTS and Updates and any copies thereof, are owned by WAVENET and/or its Vendors. 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 ARTIFACTS 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 and/or its Vendors.
- 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 AND/OR ITS VENDORS 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.
- Limitation of Liability
- TO THE FULLEST EXTENT PROVIDED BY LAW, THE SOFTWARE ARTIFACTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WAVENET AND/OR ITS VENDORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE CLOUD AND/OR IT’S ARTIFACTS. WAVENET AND/OR ITS VENDORS DOES NOT WARRANT THAT THE ARTIFACTS WILL OPERATE ERROR-FREE, THAT THE SOFTWARE ARTIFACTS IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS OR THAT WAVENET AND/OR ITS VENDORS WILL CORRECT ANY ERRORS IN THE SOFTWARE ARTIFACTS. WAVENET AND/OR IT’S VENDORS DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR USING THE ARTIFACTS. WAVENET AND/OR IT’S VENDORS 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 THE AHASA AND IT’S ARTIFACTS. IN NO EVENT WILL WAVENET AND/OR ITS VENDORS 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 AND/OR ITS VENDORS 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 THE SAID LIABILITY
- 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.
- Anti-Bribery and Anti-Corruption
- 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:
- Any government official to:
I. Influence any act or decision of a government official in his or her official capacity.
ii. Influence a government official to use his or her influence with a government or instrumentality thereof; or
iii. otherwise secure any improper advantage; or
- Any person in any manner that would constitute bribery or an illegal kickback or would otherwise violate applicable anti-corruption law.
- 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.
- 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.
- 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.
- Deactivation and Termination
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.
WAVENET shall have the right to suspend and/or terminate your subscription and/or access to THE AHASA and/or the ARTIFACTS if you fail to pay the relevant subscription fees and/or renewal fees.
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 THE AHASA and/or the ARTIFACTS 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 THE AHASA, its ARTIFACTS and any of the solutions you have deployed by the direct and/or indirect use of THE AHASA and/or its ARTIFACTS.
WAVENET reserves the sole right and discretion, at any time to temporarily or permanently discontinue your access to AHASA and its ARTIFATS or any service to which it connects, after providing 60 days’ notice to you electronically.
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 AHASA and its ARTIFATS without giving you any notice whatsoever.
Upon expiration of the Term or sooner determination of the Term, You shall uninstall and destroy all copies of ARTIFACTS and Updates in your possession.
WAVENE’S AHASA contains ARTIFACTS from third party Vendors. WAVENET has no control whatsoever over such ARTIFACTS and the Vendors may deactivate and/or terminate Your access to such ARTIFACTS with 60 days’ notice to You. WAVENET shall not be responsible for such deactivation and/or termination of Your access to such ARTIFACT and shall not be liable in anyway whatsoever.
- General Conditions
- 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.
- You must provide valid information for the registration process in order to access THE AHASA.
- 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.
- You understand that WAVENET uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technologies required to maintain THE AHASA, Its ARTIFACTS and related Services of.
- You agree that all personal data contained in AHASA and/or it’s ARTIFACTS shall be processed in accordance with the relevant and/or applicable data protection laws and regulations.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of THE AHASA, use of THE AHASA, access to THE AHASA, or its resulting ARTIFACTS and Services created by You or any other resulting product without permission.
- 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.
- You must not modify, reproduce, mimic, adapt or hack THE AHASA and/or its ARTIFACTS 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.
- 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 THE AHASA and termination of licenses to use the ARTIFACTS and Services. This includes abuse in any form of communication, both online and offline.
- 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 as part of THE AHASA or mislead others to believe that You are an official extension of THE AHASA or any WAVENET brand.
- You are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
- You understand that any solutions and/or Services created with the ARTIFACTS by use of THE AHASA is done through Your own volition and therefore You expressly indemnify and hold harmless WAVENET and all its VENDORS, 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 ARTIFACTS.
- 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.