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Terms & Conditions

iviva.facility EULA

This End User License Agreement (“EULA”) constitutes a legal Agreement between the End User/You (either an Entity or individual) and Eutech Cybernetics Pte Ltd (“Eutech”) and grants You a license for access and use of the iviva.facility (“Product”) and related Services subject to the terms and conditions provided herein.

By clicking the “I accept” button or by downloading, installing, accessing, copying or using this Product and its Services, You agree to be bound by the terms and conditions of this EULA and all laws and regulations applicable to the use of the Product and related Services.

If you are representing another Person/Organization and accepting this Agreement on behalf of them, you have the full authority to bind that Person/Organization to this Agreement.

1.DEFINITIONS

1.1 “Account Information” shall mean the information required to create an iviva.facility Account and shall include name of individual/Entity, e-mail, password, regional setting, phone number preferred domain name and any such other information required for same.

 1.2 “Affiliate” shall mean in respect of either Party, any entity owned or controlled by that Party owning or controlling that Party under common ownership and control of that Party with “control” meaning more than fifty percent (50%) of ownership and voting interests whether directly or indirectly

 1.3 “API” or “Application Programming Interface” shall mean a set of commands, functions, protocols and objects used to build software

 1.4 “Authorised Users” shall mean Persons identified in Clause 4.1 below

 1.5 “Connectors” shall mean the following connectors that connect the Product to the Third Party Applications:

 (A) Cloud Services Connectors that are hosted and run directly within the Product.

 (B) On-Premise Connectors that require a software component to be downloaded and run on the Computer of the End User.

 1.6 “Data” shall mean information submitted by You when building integrations, all Information transmitted between the Product and integrated Third Party Applications and Meta data.

 1.7 “Documentation” shall mean the operating manuals, user manuals, quick start guides, instruction templates and any other materials supplied by Eutech as part of the Services for use with the Product.

 1.8 “Due Date” shall mean the 1st day of each month when the payment for access and use of the Product and Services fall due.

 1.9 “Effective Date” shall mean the date on which you click the ‘I accept’ button presented with this EULA

 1.10 “Entity” shall mean both incorporated and unincorporated entities

 1.11 “Exporting Data” shall mean obtaining Data from the Product in the following manner:

 (A) Viewing the Data in the API

 (B) Generating a report or exporting the Data into an excel sheet which is download to the local system of End User

 (C) By exposing API

 1.12 “Instruction Templates” shall mean the specification templates to enable users to build their own connector software.

 1.13 “Integrations” shall mean the mapping, transformation and synchronization of data between the Product and the Third Party Applications

 1.14 “iviva.faciliy Account” shall mean the creation of an identity as an End User to gain access to the Product.

 1.15 “Meta Data” shall mean data related to the following:

 (A) End User activity on the Product. This includes information such as date and time of log-in to the iviva.facility Account and the IP address of the End User

(B) Audit Trail for Applications. This includes details of changes to Integrations and changes to Authorised Users

(C) Logs of End User activity and the execution of Integrations

(D) All the data that flows through an Integration

 1.16 “Person” shall mean an individual or an Entity

 1.17 “Product” shall mean the iviva.facility CMMS hosted and managed by Eutech

 1.18 “Additional Services” shall mean updates and technical support of the Product and Services by Eutech

 1.19 “Services” shall mean:

(Professional Implementation)

iviva.facility product can be implemented by yourself by referring configuration portal user articles. If you want us to implement, we will do so at $0.05 per square foot

(Integrations)

(A) Cloud based integrated solution services allowing End Users to build, design and deploy integration flows on the Product using Connectors that connect Third Party Applications to the Product in order for the Product to carry out the Integrations

(B) Provision of a Software Development Kit to enable the End User to write its/their own On-premise connector software to connect/communicate with the Product in order for the Product to carry out the integrations

 (C) Provision of Standard Connectors to connect Third Party Applications to the Product in order for the Product to carry out the integrations

 (D) Provision of tools to build APIs to manage and facilitate the passing of data in and out of the Product in order for the product to carry out the Integrations

(On-Premise Deployment)

Iviva.facility solution is deployed in-house and within an enterprise’s IT infrastructure. An enterprise is responsible for maintaining the solution and all its related processes. This is mainly applicable for customised solutions that mainly developed using iviva.facility product 

(Business Process Customizations)

Changes to existing business processes,

(Additional Reports)

Changes to the existing reports & any additional reports

1.21 “Suspended Account” shall mean an iviva.facility Account for which access has been disabled by virtue of non-payment of fees within seven (07) days from the Due Date.

 1.22 “Third Party Applications” shall mean any file, program, database, device not owned and/or licensed by Eutech its subsidiaries or affiliates that is integrated with the Product via the Connectors

 1.23 “Transaction” shall mean the process of completing work request, work order or planned work order.

 1.24 “Trial Period” shall mean a period of thirty (14) days commencing from the date of creation of the iviva.facility Account during which the Services shall be accessible free of charge for evaluation of the Product.

  1. 2.LICENSE

2.1 Upon payment of the requisite license fee as specified in Clause 10 below Eutech grants the End User a non-exclusive, non-transferrable, renewable license to use the Product and the Services offered by it as specified below and you shall accept the License subject to the terms and conditions contained herein below

  1. 3.iviva.facility ACCOUNT

3.1 You shall register for an iviva.facility Account by providing the Account Information in order to access the Product and Services.

 3.2 Eutech shall grant a Trial Period whereby you may assess the Product and access the Services free of charge. If you do not update your trial account to premium within the trial period, your free trial account will get auto degraded to the free version.

 3.3 Eutech shall grant a Free Version whereby you may assess the Product and access the Services free of charge within the limitations.

 3.4 You as the End User shall be deemed to be the Administrator of the iviva.facility Account

 3.5 As the Administrator of your iviva.facility Account You are responsible for all activities that occur under your iviva.facility Account irrespective of whether such activity was authorized by You or not. Eutech, its subsidiaries and Affiliates are not responsible for unauthorized access to your iviva.facility Account.

Provided however you will not be responsible for any unauthorized access to your iviva.facility Account which has occurred solely due to the fault of Eutech

 3.6 Eutech shall send an e-mail reminder on the Due Date for the payment of fees. Failure to pay within seven (07) days of the Due Date will result in your Account becoming a Suspended Account At the expiry of thirty (30) days from the Due Date, if no payment is received, Eutech reserves the right to degrade the Account to the free version.

 3.7 Eutech reserves the right to decline registration of an iviva.facility Trial Account and terminate an iviva.facility Account during the Trial Period.

3.8 Eutech reserves the right to decline registration of an iviva.facility Free Version Account and terminate an iviva.facility Free version Account due to over limits usage.

  1. 4. AUTHORISED USERS

4.1 You are permitted under this EULA to authorize users to access and use the Product and the Services (“Authorised Users”). Eutech reserves the right to regulate the number of Authorised Users per Tier.

4.2 You are solely responsible for the access and use of the Product and Services by such Authorized Users. For avoidance of doubt Eutech, its subsidiaries and/or affiliates shall not be responsible for the access and use of the Product and Services by Authorised Users. You shall be liable for any misuse and/or abuse of the Product and Services by such Authorised Users.

 4.3 You shall take all reasonable steps to inform the Authorised Users the terms and conditions of this EULA and shall ensure that all such Authorised Users comply with the obligations you have undertaken under this EULA.

 4.4 Where an Authorised User acts in breach of this EULA You will immediately de-register such Authorised User and deny/restrict any further access to the Product.

 4.5 For avoidance of doubt any activity of Authorised Users on the iviva.facility product shall be deemed to be the activity of you as the End User.

  1. 5.YOUR OBLIGATIONS

5.1 You shall keep all usernames, passwords and /or any other credentials required secure and confidential to access the iviva.facility product Services.

 5.2 You acknowledge and agree that you are responsible for obtaining any consents, licenses, permits and permissions from other parties, including integrated Third Party Applications as required to use Services offered by the Product.

 5.3 You shall ensure that the APIs developed on the Product is limited to enabling such API to interact with the Product and you shall not use the API for any purpose, function or feature not in compliance with this EULA.

5.4 You shall pay the subscription fee in the manner provided in Clause 10 below.

  1. 6. OBLIGATIONS OF EUTECH

6.1 Eutech shall make available the access to the Product and the Services offered by it on a full time basis except where prior notice has been given that the Product is required to undergo maintenance or other development activity at a given time.

6.2 Eutech shall take all reasonable steps to ensure that Data is kept secure and confidential.

 6.3 Eutech shall regularly backup Your Data incrementally every hour and a full back-up once a day. Backup performed by Eutech shall only be for the purpose of recovering Your Data from a server failure or data corruption

 6.4 Eutech shall not store your billing details and shall directly and securely send it to the authorized third party payment processor. Eutech shall only capture the status of the billing.

  1. 7. SOFTWARE DEVELOPMENT VIA SOFTWARE DEVELOPMENT KIT AND BUILDING API

7.1 Software Development Kit

7.1.1 Eutech shall provide you the tools necessary via a Software Development Kit to write your own connector software to connect/communicate with the Product

 7.1.2 You shall ensure that the connector software developed by you is developed in compliance with the Instructions template provided by Eutech

 7.2 APIs

 7.2.1 Eutech shall offer APIs to manage and facilitate the passing of information in and out of the Product and shall provide tools to enable You to build your own API

 7.2.2 Eutech shall update the API from time to time as and when it is deemed required

 7.2.3 You are responsible for all Data and information put in or otherwise transmitted via the APIs developed by You

 7.2.4 You are responsible for configuring the API in a secure manner that limits its access only to Authorised Users

 7.2.5 Eutech, its subsidiaries or affiliates shall not be responsible for any unauthorized access, improper input or transmission of Data or information via the API developed by You

  1. 8. REPRESENTATION AND WARRANTY

8.1 You represent and warrant that:

 (A) Any integrations, connections, information You or your Authorised User submit in relation to the Product shall be acknowledged and attributed as to its ownership

 (B) You have secured any and all authorization and rights to transmit and/or use Data or any Data between Third Party Applications as applicable under the relevant laws or applicable third party terms of service

 (C) If You make payment by way of credit card, You warrant that the information provided to Eutech or its payment processor is true and complete and You are authorized to use the credit card to make the payment and that your payment will be honored by the card issuer.

 8.2 Eutech represents and warrants that it has obtained all necessary permits, approvals and licenses to offer the Services via the Product

9.9. PRIVACY

9.1 With the exception of Meta Data, Eutech shall not access your Data and/or Data of Authorised Users except the following occasions:

 (A) Upon a specific written request by You

 (B) To diagnose a larger issue that is affecting other End Users

 (C) To comply with the law or an order of a Governmental Authority

 9.2 The Meta Data shall be used in accordance with our privacy policy. For avoidance of doubt the Privacy Policy forms part and parcel of this EULA

 9.3 Data protection of End Users who are citizens of the European Union shall comply with our GDPR Privacy Policy. For avoidance of doubt the GDPR Privacy Policy forms part and parcel of this EULA

  1. 10. PAYMENT

10.1 You shall not be charged for the access and use of the Product and Services during the Trial Period. On the expiration of the Trial Period You shall make the required payment corresponding to the Tier selected by You, to continue to access and use the Product and Services. Such payment shall be made online by way of credit card through the secured third party payment processor or such payment shall be made directly to Eutech on an invoice issued by Eutech.

 10.2 Eutech shall charge additional fees in the event You exceed the threshold corresponding to the chosen Tier. For avoidance of doubt Eutech shall give notice of the thresholds for each Tier prior to the making of the payment for use of and access to the Product.

 10.3 You shall make payment on the Due Date in order to access and use the Product and Services. If payment is not made within 7 days from the Due Date, Eutech reserves the right to suspend your iviva.facility Account and/or terminate your iviva.facility Account

 10.4 In the event your Trial Period expires on a date which does not fall on the Due Date or you wish to upgrade to a tier on a date which does not fall on the Due Date your payment for such month shall be pro-rated.

 10.5 Eutech’s pricing structure may be amended from time to time at its sole discretion

  1. 11. INTELLECTUAL PROPERTY

11.1 With the exception to Clause 11.2 below Eutech shall have all rights, title and interest to all Intellectual Property Rights in relation to the Product and Services, Documentation and the tools required to develop the software connector and/or API.

 11.2 You shall retain all rights, title and interest to all Intellectual Property Rights embodied in connection with the development of your software connector, API built by you and Data provided by you.

 11.3 This clause shall survive the Termination of this Agreement

  1. 12. PROHIBITED USE

12.1 You acknowledge and agree that You and/or any Authorised User shall not:

 (A) Use the Product and the Services offered by Eutech in any manner or for any purpose other than as expressly permitted by this EULA

 (B) Attempt to modify copy, adapt, reproduce, alter, and tamper with the Product and/or Services except as necessary to use it for normal operation

 (C) Attempt to decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of the Product

 (D) Distribute, encumber, sell rent, sub-license or otherwise transfer the Services to any third party except as permitted under this EULA

 (E) Remove or alter any logo, trademark, copyright and symbol in or on the Product

 (F) Use the Product or the Services offered by it in a manner to aid in the violation of any third party Intellectual Property Rights

 (G) Take any action that interferes in any manner with Eutech’s rights and/or interests in respect to the Product and Services

 (H) Use or misuse the Product and the Services offered by it in any way which may impair the functionality of the Product and the Services, or impair the ability of any other End User to use the Product and the Services

 (I) Attempt to gain unauthorized access to any Data other than such Data that has been provided by You or Data that you have been given express permission to access

 (J) Transmit or input into the Product any Data that may be offensive, inappropriate or in violation of any law, defames or seeks to defame Eutech or compromises the reputation and/or goodwill of Eutech.

13. TERM AND TERMINATION

13.1 The Term of this EULA shall commence on the Effective Date and shall remain in effect until terminated under this Clause 13

 13.2 Eutech has the sole discretion to terminate this EULA and thereby your iviva.facility Account with immediate effect under the following circumstances;

(A) You breach the terms of this EULA

 (B) You have fraudulently used/misused the credit card when making payments to access the iviva.facility Account

 (C) You have failed to fulfil your obligations provided under this EULA

 (D) The iviva.facility Account has been a free version Account for a period of 30 days with no re-activation

 (E) Eutech chooses to discontinue the Product as it currently is

 (F) It is legally required to terminate your iviva.facility Account by a Government Authority due to any contravention to applicable laws and/or regulations

 13.3 You shall be issued a prior notice of thirty (30) days by Eutech in the event of termination/degrade due to the reasons specified in Clauses 13.2 (A), (C), (D) and (E)

13.4 In the event your iviva.facility Account is termination/degrade due to the reasons specified in Clauses 13.2 (A), (B), and (C), you will lose all your Data submitted by you to the Product immediately or on the expiry of the notice period as the case may be.

 13.5 In the event your iviva.facility Account is terminated due to the reasons specified in Clauses 13.2 (E) and (F) all your Data submitted by You to the Product shall be returned forthwith.

 13.6 In the event your iviva.facility Account is terminated due to 13.2 (D) Eutech shall retain your Data for thirty (30) days from the Due Date and if no payment is received after thirty (30) days Eutech shall terminate your iviva.facility Account and all the Data submitted by You to the Product shall be deleted

  1. 14. CANCELLATION REQUEST

14.1 You as the Administrator may cancel via email (cancellation request) your acceptance of the Product and Services offered by Eutech and thereby terminate this EULA.

 14.2 By terminating the EULA prematurely you shall forfeit the payment made for the Product and Services. For avoidance of doubt, there shall be no refunds made to You.

 14.3 Following the cancellation request made by You, You will have thirty (30) days from the cancellation request to Export Your Data.

 14.4 Eutech shall automatically terminate the iviva.facility Account of an End User at the expiry of thirty (30) days from the date of the cancellation request.

  1. 15. DISCLAIMER

15.1 You acknowledge and agree that whilst Eutech shall take reasonable steps to ensure that the Services will be fit for the purpose, Eutech gives no guarantees that:

 (A) The Services shall meet your requirements as the functionality of the Services is dependent upon configuration of your Device and other components;

 (B) The Services can be executed on every operating system, as it is impossible to test each variant.

 15.2 The Product and Services use third party hosting services and rely on the availability of Integrated Third Party Applications. Eutech cannot ensure and does not warrant the uptime or availability of these third party services or that these third party services are provided free of defect or without interruption.

 15.3 Eutech does not warrant that use of the Services will be uninterrupted or error free. The operation of the Services is dependent on public telephone services, computer networks, the Internet, which can be unpredictable and may from time to time interfere with the use of the Services. Eutech accepts no responsibility for any such interference or prevention of use of the Services.

 15.4 All risk arising out of the use or performance of the Services remain with You. You understand and agree that the use of the Services, Data or other materials downloaded or otherwise obtained through the use of the Services are at your own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to your computer, system or network. Eutech is not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Services, any third party software or operating system.

 15.5 Eutech makes no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Product and Services or any third-party content and disclaims all warranties, including any implied or express warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment or that any Data provided by You will be secure or not otherwise lost or altered.

  1. 16. INDEMNITY

16.1 You will defend, indemnify, and hold harmless Eutech its subsidiaries and affiliates, and licensors, and each of their respective employees, officers, and directors from and against any third-party claim alleging that any of Your Data and/or software connector built using the Software Development Kit and/or API built by You on the Product infringes and/or misappropriates the third party’s rights

 16.2 You will defend, indemnify, and hold harmless Eutech, it’s subsidiaries, affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses arising out of or relating to any third-party claim concerning: (a) your use of the Services (including any activities under your iviva.facility account and use by your Authorised Users); (b) breach of EULA or violation of applicable law by you, your Authorised Users (c) a dispute between you and any Authorised User.

  1. 17. LIMITATION OF LIABILITY

Under no circumstances shall the aggregate amount of damages, if payable, by Eutech shall exceed the monetary value equivalent to the price of the Tier for which You have subscribed for an iviva.facility Account

 17.1 Eutech shall not be liable for lost profit, lost opportunities of the End User or incidental or consequential damage which may arise under any circumstance

  1. 18. RELATIONSHIP OF PARTIES

18.1 This EULA does not create any association, partnership, joint venture, or agency relationship between the Parties

  1. 19. FORCE MAJEURE

19.1 If either Party hereto is unable to perform the whole or any part of its obligations and responsibilities under this EULA for any reason beyond its control including but not limited to strikes, lock-outs, acts of god, war, riot, malicious acts of damage, fire, acts of any government authority or failure of the public electricity supply, then the performance of the obligations of that Party as affected by such cause shall be excused during the continuance of the inability so caused, but such inability shall so far as possible be remedied as soon as reasonably possible.

  1. 20. GOVERNING LAW AND DISPUTE RESOLUTION

20.1 This Agreement shall be governed in terms of the laws of Singapore

 20.2 Any dispute, controversy or claim arising in any way out of or in connection with this EULA shall be settled by arbitration in accordance with the laws of Singapore.

 20.3 The place of the arbitration shall be the Singapore International Arbitration Centre. The language to be used in the arbitral proceedings shall be English and any arbitral award shall be given in English. The Arbitration Agreement shall be governed by the laws of Singapore

  1. 21. NOTICE

21.1 Any notice required or permitted to be given to you under this EULA will be on Eutech’s website

 21.2 To give us Notice under this EULA You can contact Eutech by E-mail on the following e-mail address:

  1. 22. ASSIGNMENT

22.1 You shall not assign or deal with the whole or any part of Your rights and/or obligations under this EULA without the prior written consent of Eutech

  1. 23. MODIFICATION

23.1 Eutech may modify this EULA at any time by providing a revised notification on Eutech’s website or by otherwise notifying you via e-mail

  1. 24. ENTIRE AGREEMENT

24.1 This EULA and the applicable Privacy Policy embodies all the terms and conditions agreed upon between the Parties as regards the subject matter of this EULA

REQUESTERS

These users can only submit work requests, view status of the requests, follow-up on work requests, provide feedback on resolved work requests Typically, these users represent occupants of a facility.

ADMIN USERS

These users manage the account and have the ability of adding other users to account.

POWER USERS

Power Users represent the internal and external personnel who are responsible for ‘facility management’ function. All technicians/supervisors/vendor users/facility coordinators/managers fall into this category. They can plan, create, dispatch, monitor, update and close work orders.