By accepting these General Terms during your account registration or subscription process, or by accessing or using our Offerings, you confirm your acceptance of these General Terms and other applicable Terms and your agreement to be a party to this binding contract. If you do not agree, you do not have the right to access or use our Offerings.
You agree to these Terms on behalf of the company or other legal entity for which you are acting (for example, as an employee or contractor) or, if there is no company or legal entity, on behalf of yourself as an individual (in either case, “You”). You represent and warrant that you have the right and authority (as well as the capacity—for example, you are of sufficient legal age) to act on behalf of and bind such entity (if any) and yourself.
Additional capitalized terms are defined in these Terms and the “Definitions” section (Section 19) below.
2. Additional Agreements, Special Terms
You may have an additional agreement signed directly with one or more Acesoft entities that supplements or amends these Terms (for example, an enterprise business agreement) (“Special Terms”)
You agree to the Special Terms, if any, for an Offering that You subscribe to, obtain, access or use. If You do not agree to all such Special Terms, You may not subscribe to, obtain, access or use the Offering.
If there is any conflict between these General Terms and the Special Terms, the Special Terms will prevail in relation to their subject matter. Any arrangement with respect to an Offering is expressly conditioned on Your agreement to these Terms, and any further or different terms are rejected.
3.1 Account Responsibilities
To subscribe to an Offering, You may need an account. You are responsible for anyone who obtains, accesses or uses Offerings through You or Your account (including Your Authorized Users). This means (among other things) that You are responsible for Your Authorized Users’ compliance with these Terms, including their use of their accounts, as though each of the Authorized Users is You. In certain cases, Your Authorized Users may be required to set up individual accounts or otherwise agree to applicable terms in order to obtain, access or use Offerings, but that requirement does not affect Your responsibility for Your Authorized Users.
You are also responsible for the security of Your account and all activity associated with Your account. This means (among other things) that You (i) will ensure that only Your Authorized Users use Offerings associated with Your account, and (ii) will secure and not share user IDs or passwords (except with authorized account administrators). If You suspect unauthorized use of Your account, please contact us at email@example.com.
You will ensure that all Your account information (including any information that You or Your Authorized Users provide in connection with Your registration for any Offering) is, and continues to be, true and complete.
3.2 Account Benefits
Your account is designed to provide a place for You to access and manage Your account information and obtain rights to Software, Web Services and other Benefits, including free benefits. Your account is designed to be accessible virtually anywhere, anytime via our mobile applications or at other successor or alternative Acesoft sites.
Your account features may include:
- Single sign-on to Acesoft mobile applications, sites and services
- Management of Your subscriptions
- Access to Offerings
- Access to downloads and trials
- Access to technical support, learning resources and subscription news
- Usage information regarding Your subscriptions, transaction credits and analytics
4. You Own Your Work
You will retain Your ownership rights to files, designs, models, data sets, images, documents or similar material created by You or Your Authorized Users and submitted or uploaded to any Offering by You or Your Authorized Users.
Your subscriptions may include Software or Web Services or a combination of both Software and Web Services. Your subscriptions may also include additional Benefits. You can continue to access and use our offerings for the period covered by the subscription you have purchased.
6.2 Subscriber benefits
You will be entitled to the subscriber Benefits that Acesoft makes generally commercially available to users with the same subscription as You (including level, geography and other attributes). Subscriber Benefits may include, for example:
- Technical support
- Home use benefits
- Access to forums, learning events, newsletters, webinars, galleries, and other educational resources
- Rights to Updates, Upgrades and other additional Software
- Rights to Web Services
6.3 Subscribing to an offering
Acesoft may offer additional modes of support from time to time. Examples may include online chat, email support, support for Software and Web Services, or access to curated technical support resources, including articles, videos and similar content. Modes of support may differ depending on Your Offering. Additional terms may apply to these modes of support, including but not limited to conditions relating to technical requirements. Not all modes of support will be available in every region or every language.
6.4 Length of subscription
Your subscription to an Offering will be for a fixed term of limited length, the length of which should be indicated at the time of purchase and should be reflected on Your confirmation of purchase or other Offering Identification. If no length is indicated, please contact us at firstname.lastname@example.org and we will determine and confirm the length of Your subscription term.
6.5 Renewal of subscription
At the end of Your subscription period for an Offering, You may be able to renew Your subscription to the extent, and on the same terms, that Acesoft then generally makes commercially available to subscribers of such Offering in the same geography. Certain subscriptions may have the option of automatically renewing.
6.6 Payment and fees
You shall pay to Acesoft the subscription fees (the “Fees”) in the amount and for the duration, you have entered and agreed pursuant to the sign-up page for this Agreement. The Fees for each period of the term of this Agreement shall be paid on the Effective Date. The Fees shall not include any applicable taxes which are your responsibility. You shall provide a valid credit card or other acceptable methods of payment and shall take all necessary steps to authorise payment of the Fees. You authorise us to automatically charge the said method of payment for all subscription periods during the term of this Agreement. If for any reason, automatic payment shall be denied, then you shall pay Acesoft the applicable Fees together with an SGD 50.00 late fee within five (5) days of notice from Acesoft. Fees paid are non-refundable.
Acesofts Offerings consisting of Software that Acesoft makes available to You, and subject to compliance with these Terms and all payment obligations, Acesoft grants to You a nonexclusive, non-sublicensable, non-transferable license, for the period of Your subscription, to download, install and use the Software (and permit Your Authorized Users to download, install and use the Software) solely (i) in accordance with the Documentation for the Offering and any applicable Special Terms, if any, and (ii) within the scope of Your subscription, including the permitted number, subscription Type, Territory and other attributes specified for the type and level that You selected when subscribing for the Offering. If Your Offering Identification or other confirmation from Acesoft of Your subscription does not specify one or more of those attributes, the license will be (a) a Trial Version; (b) for You as an individual or, if You are a company or other legal entity, for one named employee; and (c) for use only within the country or jurisdiction where You acquired the Offering. You may not download, install, access or use (or allow installation of, access to or use of) any mobile applications other than as authorized by such license and these Terms, and any other installation, access or use is unauthorized.
During the period of Your subscription, Acesoft may make available Updates or Upgrades to Software. All such Updates and Upgrades are subject to the same license and other terms as the Software to which the Updates or Upgrades apply.
Any Software (including any Update or Upgrade) that Acesoft makes available or delivers to You is licensed for a limited subscription period, not sold, and You may not transfer or assign the license, except to the extent expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary or as otherwise expressly permitted by Acesoft in writing. Your subscription to a Web Service does not grant You a license to the underlying Software used in providing the Web Service.
8. Web Services
If You subscribe to Web Services, Acesoft will provide those Web Services to You for the period of Your subscription, subject to compliance with these Terms and all payment obligations. You may access and use the Web Services solely (i) in accordance with the Documentation for the Offering and any applicable Special Terms, if any, (ii) for Your internal business purposes, in the form made accessible and/or provided by Acesoft, and (iii) within the scope of Your subscription, including the permitted number, Web Services Type, Territory and other attributes specified for the type and level that You selected when subscribing for the Offering. If Your Offering Identification or other subscription confirmation from Acesoft does not specify one or more of those attributes, Your Web Service will be (a) a Trial Version; (b) for You as an individual or, if You are a company or other legal entity, for use by one named employee; and (c) for use only within the country or jurisdiction where You acquired the Offering. You may not access or use (or allow access to or use of) any Web Service other than as authorized by these Terms, and any such access or use is unauthorized.
Acesoft will make the Web Services available to You consistent with the manner in which Acesoft makes such Web Services generally commercially available to users with the same subscription as You (including level, geography and other attributes).
Web Services will be provided using processes and safeguards that are designed to help maintain the security of Your Content.
9. Access To And Use Of Offerings
9.1 General Access and Use Conditions
Depending on the Offering, You may be required to log into Your account to activate, access or use (or to continue accessing or using) the Offering. Only You, including Your Authorized Users, may access or use an Offering. Access to and use of all Offerings is contingent on (among other things) Your timely payment of all applicable amounts, including any taxes and other fees, with respect to the Offerings and compliance with these Terms.
Some Offerings may cause Your Electronic Devices to automatically connect to the internet (intermittently or on a regular basis)—for example, to validate Your subscription, provide You with access to services (including third-party services) or download and install Updates or Upgrades, all without further notice to You. You agree to such connection and validation of Your subscription and the automatic downloading and installation of Updates and Upgrades. For some Offerings, You may be able to adjust Your Update or Upgrade settings (this is not available for other Offerings, including those for which automatic Updates or Upgrades are required for the operation or security of the Offering).
Offerings do not include access to the internet or any other network or to any communications services or any hardware, software, storage, security or other resources necessary for accessing or using the Offerings. You and Your other suppliers and service providers are responsible for acquiring all such items and for their reliability, security and performance. Not all Offerings, and not all functions of an Offering (including those described in the Special Terms or Documentation), are available in all locations or languages.
9.2 Use of Third-Party Material and Services
Acesoft may provide You with content, designs, data sets, project information, documents, libraries, links, data, applications and other software, services or similar material of a third party (collectively, “Third-Party Material/Services”) in connection with Offerings. Any such Third-Party Material/Services may be governed by different terms found in such Third-Party Material/Services (for example, in the “About Box” or a .txt file), on a web page specified by Acesoft or in the Special Terms or Documentation for the Offering for which the Third-Party Materials/Services are provided (collectively, “Third-Party Terms”). If there are no Third-Party Terms, Your use must be (i) limited to the same terms as the Offering for which You received the Third-Party Material/Services, and (ii) solely in connection with Your use of such Offering. You take sole responsibility for determining, obtaining and complying with all Third-Party Terms. Acesoft will have no responsibility for and makes no representations and warranties regarding, (a) any Third-Party Material/Services or Your use of such Third-Party Material/Services, and (b) the Third-Party Terms or Your compliance with such Third-Party Terms.
9.3 Use of Your Content
In order for You to access or use certain Offerings, or for Acesoft to provide You with certain services, You may wish to upload or otherwise share Your Content. Acesoft personnel will not use Your Content except (i) at Your request, or with Your consent—for example, when providing You support, or addressing a technical issue or other request; (ii) in connection with providing and improving Offerings (including maintaining, securing, updating or otherwise modifying Offerings); or (iii) in connection with legal-related obligations, enforcement, investigations or proceedings (for example, in response to a valid subpoena). In general, Acesoft does not screen or review content that is posted to any Offering, website or service or otherwise made available to Acesoft. When You provide Your Content, You authorize Acesoft and its designees to use, reproduce, modify, distribute and make available Your Content in connection with providing You with Offerings and allowing Acesoft to fulfil its obligations and as otherwise permitted by these Terms.
You (a) are responsible for all of Your Content and for ensuring that Your Content and its use with any Offering comply with all applicable laws and regulations and these Terms, and (b) warrant that Your Content will not infringe or misappropriate any intellectual property or proprietary rights of any person or violate any applicable laws or regulations. Acesoft recommends that You secure and protect Your Content by using appropriate encryption and security technology. You acknowledge that online services may suffer occasional disruptions or outages, and You may not be able to retrieve Your Content as a result. Acesoft recommends that You regularly backup Your Content to Your own storage. You are at all times responsible for storing and maintaining any such backup copies of Your Content.
9.4 Collaboration and Sharing of Your Content
Some Offerings permit You to collaborate with others, including sharing Your Content or publishing Your Content—for example, to a forum or to other services. If You choose to share or publish Your Content (whether by collaborating on or sharing files with a project, emailing, sharing a link, sharing files with other applications or services, posting in a forum or otherwise), then others may be able to use, sell, reproduce, modify, distribute, make available, display, transmit and communicate Your Content. Once You share or publish Your Content, suspending or terminating access will not delete or inhibit access to any of Your Content that was earlier copied, transferred or otherwise shared or published. If You do not want others to have any such access or any of those rights, do not use the sharing, publishing or other collaboration features of the Offerings and set Your permissions accordingly.
An Offering may feature links to third parties that offer services, software or other materials that complement such Offering. Such links are provided as a convenience to You. Acesoft does not monitor or control what such third parties will do with Your Content. You are responsible for ensuring the appropriate level of access to Your Content by any third party. If You authorize any of Your information or Your Content to be shared with any third party, Acesoft may make available Your information or Your Content to such third party; Acesoft will, however, have no responsibility or liability for the actions of such third party, and all governing terms and conditions, including those regarding privacy, are between You and such third party.
10. Trial Versions
Acesoft may make available or deliver Offerings (or features of an Offering) labelled or offered as “not for resale,” “free,” “evaluation,” “trial,” “pre-release,” “beta” or another similar designation (collectively, “Trial Versions”). You may download, install, access or use Trial Versions only during the period and for the purpose of the trial, as expressly permitted by Acesoft. Except as expressly set forth in the online or other Documentation for the Trial Version or applicable Special Terms, (i) the subscription period for the Trial Version will be limited to 15 days, (ii) Your use will be limited to non-commercial evaluation purposes with no rights to make available or distribute the Trial Version to any third party, and (iii) the use will be only by You as an individual or, if You are a company or other legal entity, by one named employee. Notwithstanding anything contained in these Terms or otherwise, (a) Acesoft makes no commitments with respect to Trial Versions regarding any features, functions, service levels or data and provides no warranties of any kind with respect to Trial Versions, (b) Acesoft may choose not to generally release any Trial Versions or convert any Trial Version into a product offering, and (c) Trial Versions may contain code that is not fully tested, including errors and faults that may cause total data loss or system failure. Subscriptions to Trial Versions do not include Subscription Benefits, and Acesoft reserves the right, without any further notice, to end any Trial Versions at any time.
You have no obligation to provide Acesoft with ideas for improvement, suggestions or other feedback (collectively, “Feedback”), whether in connection with a Trial Version or otherwise unless otherwise specified in the Special Terms for an Offering. If, however, You provide any Feedback, You hereby grant to Acesoft a non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense) to make, use, sell, offer to sell, reproduce, modify, distribute, make available, publicly display and perform, disclose and otherwise exploit the Feedback and any Offerings using the Feedback.
12. Limitations On Use
12.1 Offerings are tools
The Offerings are tools and are intended only to assist You with Your bookkeeping, analysis, estimation, accounting and other activities and are not a substitute for Your professional judgment or Your own independent bookkeeping, analysis, estimation, accounting and other activities. Due to the large variety of potential applications for the Offerings, they have not been designed or tested for any specific uses, and it is Your responsibility to determine whether the use of an Offering is appropriate for the purposes You pursue. Acesoft will not be responsible or liable in any manner whatsoever for the results obtained through the use of the Offerings, including any Output. You are responsible for Your (including Your Authorized Users’) use of the Offerings and any results produced by the Offerings, including any Output. Your responsibilities include, without limitation, the determination of appropriate uses for the Offerings and the selection of the Offerings and other software and/or applications and materials to help achieve Your intended results. You are also responsible for establishing the adequacy of independent procedures for testing the reliability, accuracy, completeness, compliance with applicable legal requirements, and other characteristics of any Output, including, without limitation, all items designed with the assistance of the Offerings. You further acknowledge that the Offerings and Output may not achieve the results You desire within Your design, analysis, simulation, estimation, testing and other constraints.
12.2 Acceptable use of offerings
You will access and use (and permit access to and use of) Offerings only in conformance with (and will comply with) all applicable laws. Except as expressly authorized by these Terms, including any Additional Agreement or Special Terms, or as otherwise expressly permitted in writing by Acesoft, You will not:
- Reproduce, modify, adapt, translate, port or create derivative works of all or any portion of any Offering, except as expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary;
- Sublicense, distribute, transmit, sell, lease, rent, loan or otherwise make available all or any portion of any Offering (including any functionality of any Offering) to a third party or provide any functionality of any Offering to a third party (whether on a service bureau basis or otherwise); and
- Access or use any Offering on or through the internet (other than as made available by Acesoft through the internet), any wide-area network (WAN) or any other non-local network; on or through any virtual private network (VPN); or on or through any application virtualization technology, remoting virtualization technology, web-hosting, timesharing, software as a service, platform as a service, infrastructure as a service, cloud or other web-based, hosted or similar service.
In addition, You will not:
- Remove any copyright, trademark, confidentiality or other proprietary rights notice from any Offering, Documentation or related material;
- Remove, disable or otherwise limit the effectiveness of any technical protection used by Acesoft to (i) manage, monitor, control or analyze the installation of, access to, or use of any Offering or (ii) protect Acesoft’s intellectual property rights;
- Post, transmit or otherwise make available using the Offerings any information or material that is or may be:
- false, libellous, defamatory, fraudulent or otherwise unlawful or tortious;
- threatening, harassing, degrading, hateful or intimidating, or that otherwise fail to respect the rights and dignity of others;
- obscene, indecent, pornographic or otherwise objectionable;
- protected by copyright, trademark, design rights, trade secret rights, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner;
- a national or state secret, classified information or any other information or material (including any photograph, drawing, plan or model) that is subject to official confidentiality treatment;
- advertising, spam, an offer to sell or buy any goods or services, a “chain letter” or any other form of solicitation; or
- any malware (such as a virus, worm, Trojan horse, Easter egg, time bomb or spyware) or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, limit the use of, or monitor the use of, any hardware, software or equipment;
- Use the Offerings in any way that is fraudulent or otherwise unlawful or tortious, or has any fraudulent or other unlawful or tortious purpose or effect;
- Interfere with or disrupt the operation of any Offering or the servers or networks used to make any Offering available, including by hacking or defacing any portion of any Offering;
- Attempt to probe, scan or test the vulnerability of any Offering or to breach or circumvent any security or authentication measures used by any Offering;
- Use any Offerings as storage for “remote loading” or as a “door” or “signpost” to other web pages or internet resources, whether inside or beyond the sites through which the Offerings are provided;
- Collect content or information, from or with an Offering, using automated means (such as any robot, spider, site search/retrieval application or other device to retrieve, index, “scrape,” or “data mine”);
- Use any Offering or the output of any Offering in connection with the training of a neural network or machine learning, deep learning or artificial intelligence system or software;
- Unbundle the component of any Offering for use separate from each other or on different electronic devices (except as may be expressly permitted in writing by Acesoft); or
- Use or access Software made available as part of a Web Service separately from the applicable Web Service (except as may be expressly permitted in writing by Acesoft).
You or Acesoft (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”) in connection with these Terms. The Receiving Party will use the same degree of care as to the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and will (i) use the Confidential Information of the Disclosing Party only in connection with Offerings, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to the Confidential Information of the Disclosing Party to those of its employees, consultants, contractors, service providers, professional advisors and other individuals who need such access for purposes related to Offerings and who are subject to confidentiality obligations with the Receiving Party no less stringent than those in these Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so. The Receiving Party will give the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and take reasonable steps to limit such disclosure. Acesoft may also disclose Your Confidential Information to comply with any governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Acesoft, or at Your request. If disclosure is made at Your request, You may be responsible for the costs of compiling and providing access to Your Confidential Information.
14. Acesoft Proprietary Rights
You acknowledge and agree that Acesoft and its licensors and suppliers will have all ownership of and all rights with respect to (i) the Offerings, Documentation, APIs, Metrics and other information or material provided or made available by Acesoft to You and (ii) any copies of the foregoing, or any materials or other information based on, derived from or otherwise using any of the foregoing (including all rights under trade secrets, copyrights, trademarks, patents and all other intellectual property or proprietary rights relating to any of the foregoing). The structure and organization, the underlying algorithms and other internals, the protocols, data structures and other externals, and the source code of the Offerings and the APIs constitute proprietary and confidential information of Acesoft, and You will not disclose such information to third parties, or use such information for any purpose other than as required for ordinary-course access to and use of the Offerings as set forth in these Terms, without Acesoft’s prior written consent. Also, You agree not to access or attempt to access the Offerings by any means other than the interface Acesoft provides or authorizes. In addition, You agree not to engage in any decompiling, disassembling or other reverse engineering or otherwise attempting to discover, learn or study the structure or organization, underlying algorithms or other internals, the protocols, data structures or other externals, or the source code of the Offerings or APIs, except as expressly permitted under applicable law notwithstanding a contractual prohibition to the contrary. Acesoft may make available or provide access to other confidential and proprietary information (either marked as such or understood to be such under the circumstances). If You receive such information, You will not disclose it to any third party or use such information for any purpose other than as required for access to and use of the Offerings as set forth in these Terms, without Acesoft’s prior written consent.
You have only the rights expressly granted to You under these Terms (including any Special Terms). All rights not expressly granted are reserved by Acesoft and its licensors and suppliers; Acesoft and its licensors and suppliers expressly disclaim (and You agree not to assert) any other rights.
You agree not to take any action, or to authorize or encourage any third party to take any action (or cooperate with any third party in taking any action), inconsistent with the foregoing.
15. Warranty, Disclaimers, Limitations On Liability
15.1 Limited warranty
Acesoft warrants that, for any paid subscription, as of the date on which the subscribed-for Offering is made available to You and for 60 days thereafter or, if the subscription period is shorter, such shorter period (“Warranty Period”), the Offering will provide the general features and functions described in the end-user Documentation for the Offering. Acesoft’s entire obligation and liability, and Your sole and exclusive remedy, for Acesoft’s breach of this warranty will be for Acesoft, at its option, (i) to attempt reasonably to remedy the breach or (ii) to refund amounts received for the affected subscription and terminate such subscription. You must bring any warranty claim for any Offering within its applicable Warranty Period.
EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THE “Limited Warranty” SECTION (Section 15.1) ABOVE, AND ANY EXPRESS WARRANTIES SET FORTH AS SUCH IN ANY ADDITIONAL AGREEMENT OR SPECIAL TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (i) THE OFFERINGS ARE PROVIDED “AS IS,” AND (ii) ACESOFT AND ITS LICENSORS AND SUPPLIERS MAKE, AND YOU RECEIVE, NO WARRANTIES, REPRESENTATIONS, CONDITIONS OR COMMITMENTS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE OFFERINGS OR ANY OUTPUT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT OR OTHER WARRANTIES OR CONDITIONS IMPLIED BY STATUTE, OR ANY WARRANTIES OR CONDITIONS BASED ON A COURSE OF DEALING, USAGE OF TRADE OR INDUSTRY STANDARDS. Any statements about the Offerings (including any statements about their functionality or performance) or Output, or other communications with You, that are not contained in these Terms or Special Terms are for information purposes only and do not constitute a warranty, representation, condition or other commitment. Without limitation as to the generality of the foregoing, Acesoft does not warrant or otherwise commit that (a) the Offerings or Output, or the access thereto or use thereof, will be available, uninterrupted, error-free, secure, accurate, reliable or complete, (b) the Offerings will meet any particular performance or availability criteria, (c) Your Content will not be lost or damaged or (d) errors will be corrected or any particular support requests will be resolved to meet Your needs. Any reference to “unlimited” access, use, storage or otherwise with respect to an Offering is subject to the technical limitations of the Offering.
15.3 Limitations on liability
Neither Acesoft nor any of its licensors or suppliers will have any liability (directly or indirectly) for any incidental, special, indirect, consequential or punitive damages; loss of profits or revenue; business interruption or loss of use; cost of procurement of substitute goods or services or other cover; failure of or defects in the Output; loss, corruption or deletion of (or failure to delete) data or Your Content; or damages resulting from Force Majeure (in each case, regardless of the legal theory for seeking such damages or other liability). In addition, the aggregate liability of Acesoft and its licensors and suppliers with respect to any Offering or Output thereof will in no event exceed the amount paid or payable by You for the Offering in the one-year period before the events or circumstances giving rise to the liability first occurred, whichever is shorter.
The limitations on liability in these Terms will apply to the maximum extent permitted by the applicable law to any damages or other liability, however caused and regardless of the theory of liability, whether based on contract, tort (including negligence and strict liability), indemnification, recourse, statute or otherwise, even if Acesoft has been advised of the possibility of the liability and regardless of whether the limited remedies in these Terms fail of their essential purpose.
You acknowledge that the amounts payable for the Offerings are based in part on and reflective of the disclaimers of warranties and limitations on liability in these Terms and that such disclaimers and limitations are an essential element of the bargain between You and Acesoft.
Nothing in these Terms purports to restrict or exclude Acesoft’s liability for (i) death or personal injury caused by Acesoft’s willful intent or gross negligence or (ii) Your damages or losses caused by Acesoft’s fraud.
15.4 Relationship to applicable law
Acesoft does not seek to limit Your warranties, Your other rights and remedies, or the liability of Acesoft for damages or losses to the extent the limits are not permitted by applicable law (such as statutory warranties, conditions, remedies or liabilities that cannot be excluded by applicable law). Nothing in these Terms restricts the effect of warranties, the liability of Acesoft for damages or losses or other terms that cannot be excluded or otherwise modified under applicable law notwithstanding a contractual restriction to the contrary. These Terms give You specific legal rights, and You may also have other legal rights, which vary from jurisdiction to jurisdiction. For example, some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to You.
You will indemnify and hold harmless (and, at Acesoft’s request, defend) Acesoft against any and all losses, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by Acesoft by reason of any claim, suit or proceeding (“Claim”) arising out of or relating to (i) Your Content; (ii) Your (including Your Authorized Users’) use of Offerings, including any Output or other results produced by such use; and (iii) Your (including Your Authorized Users’) breach of these Terms (including any Special Terms or any other applicable terms).
17. Term, Termination, Suspension
These Terms become effective on the first date accepted in accordance with the “Acceptance” section (Section 1) and continue in effect indefinitely unless terminated in accordance with this “Term, Termination, Suspension” section (Section 17).
17.1 Your right to terminate
You may terminate Your subscriptions and these Terms if Acesoft is in material breach of these Terms (including any Special Terms or any other applicable terms) and fails to cure such breach within 30 days after written notice of the breach.
17.2 Acesoft’s right to terminate
Acesoft may terminate any or all of Your subscriptions or other Offerings, these Terms and/or Your account, if (i) You have no current paid subscriptions; (ii) You have failed to timely pay any amounts (including fees and taxes) owing with respect to any Offerings or otherwise owing to Acesoft; (iii) You (including any of Your Authorized Users) are in material breach of these Terms (including any Additional Agreement, any Special Terms, or any other applicable terms) and fail to cure such breach within 30 days after written notice of the breach; or (iv) You become subject to bankruptcy or insolvency proceedings, become insolvent, make an arrangement with or affecting Your creditors (including an assignment for the benefit of a creditor) or commence a process of liquidation. These Terms will automatically terminate without further notice or action by Acesoft if You go into liquidation.
17.3 Effect of termination of a subscription
Upon expiration or termination of a subscription or other Offering for any reason, Your rights with respect to that Offering, including any related Software license or subscription benefits, will end. At that time, You will stop all access to and use of the Offering (including all access and use by Your Authorized Users) and uninstall any and all copies of materials related to such Offering (including any related Software, Documentation, APIs or other material from Acesoft). In addition, at Acesoft’s request, You will destroy any such copies or return them to Acesoft or the reseller from which You acquired the Offering. You will retain proof that You returned or destroyed all such copies. In connection with the expiration or termination of a subscription, (i) as a convenience to You Acesoft will, upon Your written request, provide You with a brief period (for example, 30 days) in which You may retrieve Your Content after expiration or termination of a subscription or other Offering, if You are in compliance with these Terms and pay the applicable fees if any (for example, Acesoft’s then-current professional services fees for any assistance Acesoft provides), and (ii) or, in the case you decide to continue using our offerings, reactivate your subscription and regain access to your data by paying the outstanding subscription fees, (iii) otherwise, Acesoft may delete, without notice, any or all of Your Content, including backup and other copies thereof. This convenience, if available, does not relieve You of responsibility for retaining and securing complete copies of Your Content at all times.
17.4 Effect of termination of terms
Upon any termination of these Terms for any reason,
(i) Your account and Your subscriptions and other Offerings, including those of Your Authorized Users, will immediately terminate,
(ii) You will cease all access to and use of any Offerings (including all access and use by Your Authorized Users),
(iii) You acknowledge and agree that the perpetual licence granted by you in relation to your Data, including feedback, is irrevocable and will therefore continue after expiry or termination of Your account and Your subscriptions and other Offerings, and
(iv) the effects described above with respect to expiration or termination of a subscription or other Offering will apply. Your payment obligations, ownership of Your work (as described in the “You Own Your Work” section (Section 4)), and indemnity obligations (including those in the “Indemnity” section (Section 16)); the license as to Feedback (in the “Feedback” section (Section 11)); Acesoft’s rights and Your obligations with respect to proprietary rights (including the rights and obligations in the “Acesoft Proprietary Rights” section (Section 14)); the disclaimers and limitations on liability (in the “Limited Warranty, Disclaimers, Limitation on Liability” section (Section 15)); the governing law and dispute resolution provisions (in the “Acesoft Party, Governing Law, and Dispute Resolution” section (Section 18.4)); and Your responsibility for anyone who accesses or uses (or obtains) Offerings through You or Your account (including Your Authorized Users) (including the responsibility described in the “Account” section (Section 3)) will survive termination for any reason.
17.5 Acesoft’s right to suspend
If Acesoft believes in good faith that Your Content or Your conduct or failure to act (including the conduct or failure of Your Authorized Users) may (i) pose a security risk or otherwise adversely impact Offerings, systems or other users; (ii) constitute or enable tampering with, removing, disabling or otherwise limiting the effectiveness of any technical protections (including any mechanisms for managing, monitoring, controlling or analyzing the installation of, access or, or use of any Offerings or protections of Acesoft’s intellectual property rights); (iii) subject Acesoft, any reseller or any other user to liability; or (iv) not comply with these Terms (including any Additional Agreement, any Special Terms or any other applicable terms), including failure to pay any amounts owing with respect to any Offerings, Acesoft has the right, but not the obligation, to immediately disable or suspend Your access to and use of any Offerings and access to and use of Your Content. Unless Acesoft reasonably determines that immediate action is prudent, Acesoft will seek to notify You of the planned disabling or suspension before it takes effect.
18.1 Changes to the offerings
Acesoft reserves the right from time to time to (and You acknowledge and agree that Acesoft may) (i) modify or release subsequent versions of an Offering, or may discontinue an Offering and/or provide instead a substitute Offering; (ii) modify or discontinue the Benefits, features and functionality, or supporting services or availability with respect to an Offering, whether generally or in any geographic area or language; or (iii) add or modify licenses, authorizations or other means of controlling access to or use of the Offerings. Acesoft will endeavour to inform You of major changes to the Offerings.
18.2 Changes to terms
To the maximum extent permitted by applicable law, Acesoft reserves the right from time to time to (and You acknowledge that Acesoft may) modify these Terms. Acesoft will endeavour to notify You of any material modification to the Terms that may have a materially adverse effect on You (“Modification Notice”), and You will then have an opportunity to review such modification. Except as otherwise expressly set forth in these Terms (including any Additional Agreement or Special Terms), if any such modification has a material adverse effect on You and You do not agree to the modification, You may reject the modification by notifying Acesoft in writing of the rejection within 30 days of the Modification Notice. If You reject a modification under these circumstances, (i) Your access to and use of any Offerings affected by the modification will continue to be governed by the terms in effect immediately before the modification (except to the extent the modification was made for security, privacy or legal compliance reasons) until (a) the end of the then-current period for the subscription or other Offering, if applicable, or (b) 180 days after the Modification Notice, whichever is earlier; and (ii) Your rights to such Offerings, including any related subscription Benefits, will then terminate. In the event of such a termination by You, Acesoft (or an applicable reseller) will not refund any portion of any prepaid fees applicable to the remaining term of Your subscription for the affected Offerings after the effective date of termination. Such date will be the end of the term of such Offerings. If the subscription is renewed or extended, it will be under the then-current Terms. Notices by You or Acesoft will be provided as set forth below, except that You may also provide Your notice of rejection (within the 30-day period described above) to the email address, or in any other manner, specified in the Modification Notice.
You acknowledge that Your commitments with respect to the Offerings are not contingent on the delivery of future features or functionality (or oral or written statements about future features or functionality).
18.3 Language of terms; Interpretation
The English language version of these Terms will be the version used when interpreting or construing these Terms, and any notices or other communications in connection with these Terms will be provided in the English language. Any reference in these Terms to “days” are to calendar days unless otherwise specified. The words “including” and “for example” or “e.g.,” and words of similar import, are not limiting or exclusive and will be deemed followed by “without limitation,” whether or not such language is included. Section and other headings are for ease of reference only and are not to be used to interpret the meaning of any provision. Any rights and remedies provided for in these Terms are cumulative and are in addition to, and not in lieu of, any other rights and remedies available under applicable law.
18.4 Acesoft Party, Governing Law, and Dispute Resolution
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 one arbitrator. The language of the arbitration shall be English.
Notwithstanding the foregoing, Acesoft may apply for injunctive relief and other equitable remedies (or their equivalent) in any jurisdiction or forum.
Acesoft has the right to verify the installation of, access to, and use of any Offerings by You and Your Authorized Users. As part of any such verification, Acesoft or its authorized representative has the right, on 15 days prior notice, to inspect Your records, systems and facilities, including device IDs, serial numbers, Acesoft IDs, and other related information, on Your premises using an Acesoft approved verification tool. In addition to Acesoft’s right to perform verification on Your premises, You shall within 15 days of such verification request, provide a report to Acesoft using an Acesoft approved verification tool, that contains information relating to the installation of, access to, and use by You and Your Authorized Users of any Offerings including device IDs, serial numbers, Acesoft IDs, and other related information. If Acesoft determines that Your installation of, access to, or use is not in conformity with these Terms (including any Additional Agreement, Special Terms or other applicable terms), You will immediately purchase new subscriptions to remedy the noncompliance, and pay Acesoft’s reasonable costs of the verification. Acesoft reserves the right to seek any other remedies available at law or in equity.
18.6 Force majeure
Neither party will be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including acts of God, diseases, pestilence, viruses, earthquake, fire, flood, sanctions, embargoes, strikes, lockouts or other labour disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the internet or telecommunications networks or third party internet connections or infrastructure or telecommunications networks, power failures, acts of civil and military authorities and severe weather (“Force Majeure”). The affected party will give the other party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance.
You may not assign or otherwise transfer these Terms or Your rights or obligations under these Terms (whether by operation of law or otherwise) without Acesoft’s prior written consent, and Acesoft may terminate these Terms (including Your rights under these Terms) if You are acquired by, or come to be controlled by, any other person or entity (whether by acquisition of shares, merger, or other transaction) without such written consent of Acesoft. Acesoft may assign or otherwise transfer these Terms (without Your consent or notice to You) as part of a reorganization, merger, sale of assets or other transaction that involves all or a portion of the Offerings or related business.
18.8 No waivers
Failure to enforce or exercise any provision of these Terms is not a waiver of such provision unless such waiver is specified in writing and signed by the party against which the waiver is asserted.
If and to the extent any provision of these Terms is held unenforceable under applicable law, (i) such provision will be deemed modified to the extent reasonably necessary to conform to applicable law but to give maximum effect to the intent of the parties set forth in these Terms, and (ii) such provision will be ineffective only as to the jurisdiction in which it is held unenforceable without affecting enforceability in any other jurisdiction.
Any notices by You to Acesoft will be sent by postal mail or delivery service to Zervex, 8 Ubi Road 2, #03-17 Singapore 408538 or by email at email@example.com. Such notices will be effective when received by Acesoft.
Except as otherwise expressly stated in these Terms (including any Special Terms), any notices by Acesoft to You will be provided (i) by email to the registered email address associated with Your account, (ii) by posting to Your account, (iii) by posting within an Offering (for example, through an in-Offering notification function or sign-in notification), (iv) by postal mail or delivery service to the address associated with Your account, or (v) in any other manner deemed reasonable by Acesoft that involves specific notification to You. Notices from Acesoft to You will, (a) in the case of notices by email, be effective one day after being sent and (b) in the case of other notices, five days after being posted or sent. You hereby agree to service of process being effected on You by registered mail sent to the address set forth on Your Customer Information Form (or, if no Customer Information Form has been provided, Your last address known by Acesoft) if so permitted by applicable law.
18.11 Entire agreement
means (i) You (if You are an individual) and (ii) identified individuals (such as Your individual employees, consultants and contractors and other individuals accessing and using an Offering for Your benefit) for whom You have acquired a subscription to an Offering. If an Offering allows You to designate Authorized Users for such Offering, You will be responsible for providing notice to, and obtaining agreement from, any such Authorized Users regarding the application of these Terms to their access to and use of such Offering prior to their access and use.
means Acesoft Pte. Ltd., a corporation incorporated under the laws of Singapore, together with its subsidiaries and other affiliates.
means the particular Acesoft entity identified in the section entitled “Acesoft Party, Governing Law, and Dispute Resolution” (Section 18.4).
means any benefits made available to You or Your Authorized Users by Acesoft. Benefits are typically based on the level or type of Offering for which You subscribe. Benefits may include access to Updates and Upgrades, additional Software or Web Services, Trial Versions, global travel rights, technical support, training, webinars, forums, events, galleries, newsletters and usage data. Benefits may also include account benefits such as single sign-on and management of Your profile, security settings, linked accounts and preferences.
means information not generally known to the public that is (i) made available or disclosed by a Disclosing Party to a Receiving Party in writing and (ii) designated by the Disclosing Party in writing as Confidential. Acesoft Confidential Information also includes the non-public aspects of (i) any Offering and any related product plans, technology and other technical information and (ii) business negotiations. Nonetheless, Confidential Information does not include (a) any information that (1) becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party before receipt from the Disclosing Party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; (3) is received from a third party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; or (4) was independently developed by the Receiving Party; (b) any of Your Content that You send to, or allow to be accessed by, a third party through an Offering; or (c) any Feedback.
Customer Information Form
means a form completed by or on behalf of You and submitted to Acesoft (or to a reseller), directly or indirectly, in connection with Your account, a subscription or other Offering.
means any end-user documentation (including online, printed or other documentation) and any technical or legal requirements for an Offering.
mean (i) computers (whether desktop, laptop or tablet); (ii) virtual machines not accessed through a network connection; and (iii) mobile devices.
means Mobile Applications, Web Services and other Benefits provided by Acesoft and any subscriptions for such items. Offerings includes free and other Trial Versions of Mobile Applications, Web Services and other Benefits.
means one or more designations by Acesoft that set forth (as applicable) the name of an Offering, the License Type or Web Services Type, and the permitted number, Territory and length of Your subscription. The Offering Identification may be (i) provided in a written confirmation or other notice issued to You by Acesoft, posted to Your account, transmitted via email, physically delivered or otherwise made available to You; (ii) located in the Software or on or with any Acesoft packaging if the Software is delivered to You; or (iii) obtained from Acesoft on request. Offering Identification does not include any designation, confirmation, packaging or other document provided by a reseller or other third party.
means all results, work product, designs, prototypes or other items created or generated by or through any use of any Offering, including any products, parts or services based on or using such results, work product, designs, prototypes or other items.
means any mobile applications, web programs, web-accessed cloud services or similar materials, including any modules, components, features and functions, made available by Acesoft, whether or not provided as part of a subscription and whether or not provided for a fee. Software includes Updates and Upgrades.
means the country or jurisdiction where You acquired Your subscription. Acesoft may indicate the applicable Territory in an Offering Identification. If You acquire Your subscription in the country or jurisdiction in which You are incorporated, chartered or otherwise organized, if You are a legal entity (or, if You are an individual, in the same country or jurisdiction as Your residence),
will have the meaning set forth in the “Trial Version” section (Section 10).
means security fixes, hot fixes, patches and other updates (including new features, new functions and other modifications released between Upgrades), if and when made available to You by Acesoft and determined by Acesoft to constitute an update.
means new versions of Offerings, or add-ons to or additional products associated with Offerings, if and when made available to You by Acesoft and determined by Acesoft to constitute an upgrade.
means a web-based or cloud-based service made available by Acesoft, whether or not provided as part of a subscription and whether or not provided for a fee.
means (i) any files, designs, models, data sets, images, documents or similar material submitted or uploaded to any Offering by You or Your Authorized Users and (ii) Your specific output generated from the use of any Offering based on Your own raw data or information.