Software-As-A-ServiceAgreement
This Recruiting & Contractor Services Agreement (the "Agreement"), dated _ Date of Agreement _ ("EffectiveDate")
By andbetween
Your Company , a Customer incorporated under the laws of Singapore, with its registered officeat Your Company Registered Business Address , hereinafter referred to as the “Customer” which expressionshallunless repugnant to context mean and include its successors and assigns of the OnePart.
And
Tagz Asia Pacific Pte Ltd, a company incorporated and existing under the laws of the Singapore, withitsregistered office at 33 Hooper Road, Singapore 229210herein after referred to as "Tagz".
Tagz Visitor Management 30-Days Free Trial Offer Terms and Conditions
This offer (the “Offer”), which is made to you by Tagz (as defined in the Tagz End User Software License Terms), entitles you access to the TagzVisitor Management Service (as defined in the Tagz End User Software License Terms) for a period of thirty (30) days from the moment that you activate such trial period by signing this agreement (the “Free Trial Period”). By submitting your signed Agreement, (i) you accept the Offer, (ii) consent to us using your payment details in accordance with our Privacy Policy, (iii) acknowledge and agree to Tagz End User Software License Terms and these Offer Terms and Conditions. If you decide that you do not want to become a paying user of the Tagz Visitor Management Service, you have to cancel your subscription by notifying Tagz at this email : and informing of the cancellation at least 7 business days prior to the end of your Free Trial Period. Otherwise, at the end of your Free Trial Period, you will automatically become a paying user of the Tagz Visitor Management Service, and the credit card or GIRO information you provided will automatically be charged the current Tagz subscription fee each month, until you cancel your subscription.
Should you decide that you do not want to proceed for the 24 month paying contract post the Free Trial Period, the equipment on loan will be retrieved and must not be damaged in any way and with the correct serial numbers as per Clause 17 of the Tagz End User Software License Terms. Should there be damage, appropriate charges shall be assessed and levied.
You, the Customer, agree to pay the Total Fees for the subscription Solution as set forth in this Sales Order. Feesforsubscription Visitor Management Solution are invoiced monthly or annually (per Customer prior arrangement) in advance upon execution of this Sales Order. The fees as stated inthisSales Order are inclusive of GST.
This Sales Order shall be governed in all cases by the Tagz End User Software License Agreement(the"Agreement"), which is attached hereto as Exhibit A and incorporated herein byreference. A more detailed description of the Solution is included in Attachment A to this SalesOrder.
Support Information :
Software : Email and cc to and and or call +1(510) 320 3305 or +65 96259134 (Karen) or +65 6815 1355 (Office).
Hardware : Email and cc to and or Call +65 96259134 (Karen) or +65 6815 1355 (Office)
Thank you for granting Tagz Asia Pacific the opportunity to work with you. Please sign and eMail, or deliverthisdocument back to Tagz Asia Pacific, eMail:
Your Company Name TAGZ Asia Pacific Pte Ltd
ByBy
Name: Company SignatoryName: Karen J K Bart
Title: Title of SignatoryTitle: Managing Director
Date: Date of SigningDate:
UEN No: Business Registration # UEN No:201502740G
Attachment A : Terms and Conditions of Sales Order
Tagz VMS With Printer Option
The software and hardware chosen is an ongoing monthly charge in SGD.
The first one (1) month (30 Days) of the 25 month subscription is a no obligation free trial. If at the end of the free trial, Your Company would not like to proceed, we will remove the equipment*.
*Equipment must be in good standing order
Tagz VMS Without Printer Option
The software and hardware chosen is an ongoing monthly charge in SGD.
The first one (1) month (30 Days) of the 25 month subscription is a no obligation free trial. If at the end of the free trial, Your Company would not like to proceed, we will remove the equipment*.
*Equipment must be in good standing order
Terms and Conditions :
Should “Your Company” decide to terminate during the term of the paid subscription, the termination cost will be calculated as follows:
Software: Current Month + 1 Month, and
Hardware** : Cost of the hardware as outline in Exhibit A minus the monthly fee already paid.
**where Hardware consists of the following : 1 Apple iPad Air 2, 1 Mobius Desktop Kiosk, 1 Brother QL710W Printer#1 Kensington Clicksafe Keyed Lock & All Corresponding Cables for the Devices
# where applicable
End User Software License Terms and Conditions
Last updated:7April 2016
TAGZ ASIA PACIFIC PTE. LTD. ("TAGZ", "COMPANY", OR "WE") IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THESE TERMS AND CONDITIONS (THE “TERMS”).
These Terms represent a legal agreement between you (either an individual end-user or an entity) and Tagz with respect to your access and Use of any software as may be made available to you by Tagz (as updated or upgraded from time to-time and including any third party software made available in conjunction with such software), content, Documentation and information (collectively, the “Software”) and any other such service provided by Tagz (and collectively with the Software, the “Service” as used herein). For purposes of these Terms, the term “Documentation” shall mean any and all documentation, in either electronic or printed format, provided with the Software, and the term “Use” shall mean storing, loading, installing, executing, connecting to the Services, and/or displaying or making copies incident to the foregoing actions. You must accept all of the terms, conditions, and notices contained in these Terms, without modification, in order to access and/or use the Service. By using this Software, you are agreeing to be bound by the terms and conditions of these Terms. If you do not agree to these Terms, you may not access or Use the Software or the Service, and you must promptly cancel the installation of, or uninstall, the Software, or if you have downloaded the Software from the website owned and operated by Tagz and/or Splan (currently accessible at (the “Website”), then you must stop using the Software and destroy any copies of the Software in your possession or control.
AS DESCRIBED BELOW, BY USING THE SOFTWARE YOU EXPRESSLY CONSENT TO THE TRANSMISSION OF CERTAIN DATA AND INFORMATION FOR INTERNET-SPECIFIC SERVICES (AS DEFINED BELOW) AND TO CERTAIN AUTOMATIC UPDATES, SELF-RESTARTS, AND DATA ACCESS SET OUT MORE PARTICULARLY IN SECTION 6 BELOW.
1. MODIFICATIONS OF THESE TERMS
Tagz may, in its sole discretion, modify all or any part of these Terms at any time, and any such changes shall be effective immediately upon posting on the Website at Tagz may, but shall not be obliged to, notify you of any changes by posting notice of such modifications on the Website or sending notice via e-mail, postal mail or other means provided always that any omission by Tagz to so notify you shall not in any way invalidate or delay the application of any such modified Terms. Your continued use of the Software following posting of such modifications shall be deemed to be your acceptance of any such modifications to these Terms. If you do not agree to any such modifications, you must immediately stop using the Software and uninstall and destroy all copies of the Software in your possession or control.
2. UPDATES
Tagzshall not be obliged to provide any maintenance, support, updates or improvements to the Service. However, if Tagz, at its sole discretion, updates or improves the Service, these Terms shall apply to the Service as updated and/or improved unless expressly noted otherwise. Any maintenance, support, updates or improvements offered by Tagz will be in accordance with Tagz’s standard support polices and may be terminated at any time at our sole discretion.
3. OWNERSHIP; GRANT OF LICENSE
3.1 Ownership.
The Software is licensed, not sold, to you for use expressly only under these Terms, and Tagz reserves all rights not expressly granted to you under these Terms. Tagz and/or its licensors retain all title to (i) the Software and any copies thereof, (ii) any and all ideas, suggestions, or feedback relating to the Software, and (iii) any all intellectual property rights therein.
3.2 Grant of License
Subject to these Terms, Tagz, its licensors and suppliers grant you a nonexclusive, personal, revocable, non-transferable license to Use a copy of the Software only and solely in connection with the Service in accordance with these Terms. No other rights are granted. The Software is deemed to be in Use by you if it is loaded on the permanent or temporary memory of a computer in your possession or under your control. Installation on a network server for the sole purpose of your internal distribution of the Software is permitted only if you have purchased an individual Software license for each networked computer to which the Software is distributed.
4. USER REPRESENTATION
YOU UNDERSTAND AND AGREE THAT ANY DOWNLOAD, INSTALLATION AND/OR USE OF THE SOFTWARE IN CONJUNCTION WITH OR THROUGH THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER AND/OR SERVER SYSTEM AND/OR ANY LOSS OF DATA RESULTING FROM OR ARISING IN RELATION TO THE DOWNLOAD, INSTALLATION AND/OR USE OF THE SOFTWARE. You hereby agree and shall assume all responsibility for electronic delivery, installation, and operation of the Software and access to, and Use of, the Services, including without limitation, all hardware and software necessary for the optimum operation of the Software and the Services, transaction costs, installation charges, risk of loss, use charges, taxes, transfer charges, like costs and associated taxes. You agree to bear any and all liability and/or damage associated with electronic delivery, including without limitation the risk of viruses, errors, and/or data loss.
5. RESTRICTIONS
The Software contains copyrighted material, trade secrets, and other proprietary materials of Tagz and its licensors. You agree that in order to protect those proprietary materials, except as expressly permitted by applicable law, neither you nor a third party acting on your behalf will: (i) decompile, disassemble or reverse engineer the Software; (ii) modify or create derivative works of the Software; (iii) use the Software in any manner to provide service bureau, commercial timesharing or other computer services to third parties; (iv) transmit the Software or provide its functionality, in whole or in part, over the Internet or other network (except as expressly permitted above); (v) sell, distribute, rent, lease, sublicense or otherwise transfer the Software to a third party; (vi) use the Service to advertise or offer to buy or sell any goods or services, or to run a business or commercial entity; or (vii) use components of the Software to run applications not running on the Software.
YOU MAY ONLY USE THE SOFTWARE OR AUTHORIZED THIRD-PARTY SOFTWARE TO ACCESS AND/OR USE THE SERVICE IN ACCORDANCE WITH THESE TERMS. You may not use any software or services in conjunction with the Service or authorized third-party software which modifies or reroutes, or attempts to modify or reroute, the Service. You may not authorize any third party to access and/or use the Service on your behalf using any automated process such as a BOTH, a spider or periodic caching of information stored by the Service on your behalf without a separate written agreement with TAGZ. You may not use any software or hardware that reduces the number of users directly accessing or using the Service (sometimes called 'multiplexing' or 'pooling' software or hardware).
6. CONSENTS
CONSENT FOR INTERNET-SPECIFIC SERVICES
Certain features of the Service connect to Tagz or service provider computer systems over the Internet (such features being the “Internet-Specific Services”). You will not receive a separate notice when these features connect. By using the Service or the Software, you hereby expressly consent to the transmission and use of information as set forth herein. The Internet-Specific Services use Internet protocols which transmit computer information (including, but not limited to, your Internet protocol address, the type of operating system, browser and name and version of the Software you are using, and the language code of the device where you installed the Software) to appropriate systems.
Tagz does not use any such transmitted computer information to identify or contact you. Tagz uses such information to make other features and services available to you. Tagz may use such information to improve the Service, including, but not limited to, the Software and the Internet-Specific Services. We may also share non-personal information with others, such as hardware and software vendors. They may use the information to improve how their products run with the Service.
CONSENT FOR AUTO-UPDATES AND SELF-RESTARTS
From time to time, Tagz may issue updates for the Software. In addition, in the event an error occurs that compromises the ability of the Software to operate properly, the Software may close and restart itself. You may not receive a separate notice or prompt when such updates and/or restarts occur. By installing the Software and using the Service and/or the Software, you hereby expressly consent to (a) the automatic update of the Software without further notice or consent and (b) the automatic restart of the Software without further notice or consent.
CONSENT TO ACCESS CALENDAR PROGRAMS AND SOFTWARE
The Software is designed to interact with certain calendaring programs and software (e.g., Microsoft Outlook, Apple iCal, etc.)(the “Calendaring Program”), read entries from such Calendaring Program, write certain entries to such Calendaring Program, and sync such entries to your online account with the Services. By installing the Software and using the Service or the Software, you hereby expressly consent to the accessing, revising, updating, and syncing of your Calendaring Programs by the Software and through the Services.
7. TERMINATION
Save for the provisions of Sections 1, 2, 3.1, 4, 5, and 7 through 15 which will survive any termination of these Terms, these Terms shall be effective until the Service is terminated. Upon any violation of any of the provisions of these Terms, rights to use the Service and the Software shall automatically terminate immediately and the Software must be returned to Tagz and all copies of the Software uninstalled and destroyed. You may also terminate the Service and these Terms, subject to the terms in Clause 16, by destroying all copies of the Software in your possession or control. Your license to use the Software with the Service may also terminate if Tagz, in its sole discretion, modifies the Service in a manner which no longer supports such Software. If Tagz makes a request via public announcement or press release to stop using the copies of the Software, you will comply immediately with this request.
8. ENDING THE SERVICE
8.1 Without prejudice to the rights either party may have against the other party under this Agreement for any antecedent breach of this Agreement and subject to the provisions of this Clause 1, the Service under this Agreement or this Agreement may be terminated in the following manner unless otherwise agreed in writing by you and us:
8.1.1 by you giving us prior notice of at least 1 month (30 days) before the next billing cycle; or
8.1.2 by us giving you prior notice of 1 month (30 days)
8.2 If you give us notice that ends during the applicable Minimum Period of Service pursuant to Clause 16 below:
8.2.1 an early termination Charge will be imposed on you as defined in Attachment A: Terms and Conditions of Sales Order
8.3 In the event of any of the following:
8.3.1 you breach any of the Terms & Conditions of this Agreement or any other agreement you have with us;
8.3.2 you,or the entity, become or threaten to become bankrupt or insolvent, or die;
8.3.3 you,or the entity, make any arrangement or composition with or assignment for the benefit of your creditors or go into either voluntary or compulsory liquidation or a receiver, trustee, judicial manager or administrator is appointed over any of your assets;
8.3.4 you provide incorrect, false or incomplete information to us;
8.3.5 the requirements of any relevant regulatory authority result in us having to stop providing the Service, or to provide the Service in a manner which is unacceptable to us;
8.3.6 if you are likely to create imminent harm (such as interruption, disruption, congestion, signal leakage and any Unauthorised Act) to our Network or any third party's networks or systems or our provision of the Service, or defraud us, or are likely to create imminent harm or are abusive to our personnel;
8.3.7 for any reason beyond our control (including loss of any licence, way-leave or easement, requirements of any governmental or regulatory authority or orders by the court and failure to deliver by a third party supplier) we are unable to provide the Service,we may suspend or terminate all or any part of the Service or terminate this Agreement with 7 working days' notice (for Clauses 8.3.1 and 8.3.4 above) or with immediate effect (for Clauses 8.3.2, 8.3.3, 8.3.5, 8.3.6, and 8.3.7 above) without compensation and without prejudice to our rights to damages for any antecedent breach by you of this Agreement. You may immediately contact our customer service, either by calling our customer service line to tell us why such suspension or termination should not occur. We will consider each case and where we deem appropriate, will not proceed with the suspension or termination of such account or take any other appropriate action where necessary.