This End User Licence Agreement (“Licence”) is an agreement between you and Comverg Technologies Pte. Ltd. its subsidiaries and affiliates ("COMVERG"). This Licence governs your use of: (i) the NowConfer software; (ii) all associated media; and (iii) all related software and documentation; and (iv) all updates and upgrades of the NowConfer software and all related software and documentation of such updates and upgrades (together, the “Application”).
A. Grant. Subject to the terms of this Licence and any agreement between you and COMVERG ("Customer Agreement"), COMVERG grants you a limited, non-exclusive and non-transferable licence to install and use the Application and Software for your internal business operations solely as set forth in this Licence and any accompanying documentation. Your acquired rights are subject to your compliance with this Licence. The term of your licence shall commence and end as per the Customer Agreement.
B. Copies. You may download this Application from an authorized source as specified by COMVERG.
C. Licence Validation. You may require an internet connection to validate the licence granted in Section 1A and you acknowledge and agree that the Application may automatically validate licence rights for the Application without separate notice to you. You acknowledge and agree that the Application may use information regarding your mobile device, hardware, media, software and your use of the Application to validate your licence rights and to update the Application.
D. Application Updates. You agree that the Application may automatically download and install updates, upgrades and additional features that COMVERG deems reasonable, beneficial to you and/or reasonably necessary. You acknowledge and agree that any obligation of COMVERG to support the previous version(s) may end upon the availability of the update, upgrade and/or implementation of additional features. This Licence shall apply to any updates, upgrades and/or additional features that are not distributed with a separate licence or other agreement.
E. Reservation of Rights and Restrictions. The Application is licensed, and not sold, to you for use only under the terms of this Licence. Except as expressly licensed to you herein, COMVERG reserves all right, title and interest in the Application (including all images, photographs, animations, video, music and text excluding user shared media) and all associated copyrights, trademarks, and other intellectual property rights therein. This Licence is limited to the intellectual property rights of COMVERG and its licensors in the Application and does not include any rights to other patents or intellectual property. Except and only to the extent expressly permitted in this Licence, you may not: (i) decompile, disassemble, or reverse engineer the Application by any means whatsoever; (ii) alter, modify, enhance, translate or create a derivative work of the Application; (iii) sublicense, rent, lease or otherwise distribute the Application or rights to use the Application to any other party; (iv) remove, alter, or obscure any product identification, copyright, or other intellectual property notices in the Application or software delivered through the Application; (v) use the Application to infringe the intellectual property rights of others; and (vi) assign or transfer this Licence without COMVERG's prior consent in writing. You further agree to use the Application in compliance with all applicable laws and regulations.
F. Installation and Un-installation. Un-installation of the Application can be accomplished as per standard instructions of the supporting device.
Create a false identity on the Application for purposes of misleading others;
Defame, abuse, harass, threaten, spam, violate the rights of others and/or otherwise interfere with others’ use and enjoyment of the Application;
Publish, transfer or distribute any inappropriate, indecent, obscene, foul or unlawful conduct on the Application; and
Transfer, stream or otherwise make available material that contains viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files or any other similar material that may damage the computer or other property of another user on the Application. COMVERG reserves the right to monitor and record communications on the Application. When you establish your Application profile, your privacy settings will govern how others can search for you within the service as well as who can see your profile.
COMVERG does not endorse the content, messages and/or information exchanged by means of the Application and therefore you agree that COMVERG is not liable with respect to such content and/or any action resulting therefrom.
You are responsible for all actions that occur in connection with the account you use to register and log into this Application. You agree to notify COMVERG immediately of any unauthorized use of your account related to the Application.
This Licence is effective until terminated. Your rights under this Licence will terminate immediately and automatically without any notice from COMVERG if: (i) you fail to comply with any of the terms and conditions of this Licence; (ii) COMVERG ceases to support the Application; or (iii) the Customer Agreement terminates, whichever is earlier. COMVERG does not guarantee that the Application or any content available via the Application will always be available or be uninterrupted. COMVERG may suspend or withdraw or restrict the availability of all or any part of the Application for business and operational reasons. Promptly upon termination, you must cease all use of the Application and remove or delete all copies of the Application in your possession or control. COMVERG’s termination will not limit any of COMVERG’s other rights or remedies at law or in equity. Sections 2-13 of this License shall survive termination or expiration of this Licence for any reason.
COMVERG does not seek to limit or exclude liability: (i) for death or personal injury caused by its negligence or that of its employees and agents; and (ii) to the extent any applicable laws and regulations preclude or prohibit any limitation or exclusion of liability.
Subject to Section 6, COMVERG's maximum aggregate liability to you arising in connection with the Licence shall not exceed: (a) in relation to pre-paid fees, the total fees deducted from your prepaid account by COMVERG as payment for the affected service(s) during the calendar month in which the first event giving rise to a claim occurs; and (b) in relation to post-paid fees, the total fees paid by you to COMVERG for the affected service(s) during the calendar month in which the first event giving rise to a claim occurs. Subject to Section 6, COMVERG is not responsible (whether in contract, tort (including negligence) or otherwise) for: (i) any special, indirect or consequential loss or damage; (ii) loss of business, loss of revenue, loss of profits, loss of anticipated savings or loss of goodwill; (iii) losses not caused by COMVERG's breach; (iv) your use of a third party login to create your account with COMVERG; (v) actions taken in response to breaches of the terms and conditions of this Licence; (vi) any content, communication, messages and/or information exchanged by means of the Application; (vii) references or links to third party websites or resources on the Application and all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources; (viii) the accuracy or completeness of information contained on the Application; (ix) subject to applicable law, the accuracy of identity information of users; and (x) failure to provide the Application or to meet any of COMVERG's obligations under this Licence where such failure is due to any cause beyond COMVERG's reasonable control which prevents COMVERG from providing the Application or fulfilling any of COMVERG's other obligations under the Licence and includes but is not limited to fire, flood, storm, riot, civil disturbance, war, nuclear accident, terrorist activity and acts of God
You agree that the provisions in this Licence that limit liability are essential terms of this Licence. The foregoing limitations of liability apply even if any remedies described in this Licence fail in their essential purpose.
If any provision of this Licence is illegal or unenforceable under applicable law, the remainder of the provision shall be amended to achieve as closely as possible the effect of the original term and all other provisions shall continue in full force and effect.
You agree that a breach of this Licence may cause irreparable damage to COMVERG for which monetary damages would not be an adequate remedy and COMVERG shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law.
This Licence is governed by the laws of Singapore. Any dispute arising out of or in connection with this Licence, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Section.
The seat of the arbitration shall be Singapore.
The governing law of the arbitration agreement shall be Singapore law.
The language of the arbitration shall be English.
The Tribunal shall consist of one arbitrator.
The Tribunal and the parties may by agreement hold hearings in any location convenient to the Tribunal and the parties, including by Tele-Conference and videoconference.
To the extent this Application is bundled with third party software programs; these third party software programs are governed by their own licence terms, which may include open source or free software licences. Nothing in this Agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any such third party software.
You agree to indemnify, defend and hold harmless COMVERG including its employees, offices, agents and personnel from any claims, losses, damages, liabilities, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your breach or non-compliance of Sections 1E and 3 of this Licence.
This Licence constitutes the entire agreement between you and COMVERG with respect to the Application and supersedes all prior or contemporaneous oral or written agreements and understandings regarding such subject matter. In entering into this Licence, you agree that you have not relied on and will have no remedy in respect of any representations made by COMVERG other than as set out this Licence. Nothing in this Section 14 shall limit or exclude liability for fraud.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder.
In the event of a conflict between this Licence and any applicable purchase or other terms, the terms of this Licence shall govern.
A person who is not a party to this Licence shall have no right under the Singapore Contracts (Rights of Third Parties) Act, Chapter 56B or any other similar laws in any other jurisdiction to enforce any term of this EULA.
COMVERG will not be liable or responsible for any failure to perform, or delay in performance of any of COMVERG's obligations under this Licence caused by circumstances beyond its reasonable control (including, without limitation, labour disputes, acts of God, war or terrorist activity, riot, civil commotion, malicious damage, compliance with any applicable law or governmental order, rule, regulation or direction, accident, failure of technical facilities, fire, flood, storm or default of suppliers or sub-contractors) (“Force Majeure Event”). COMVERG's obligations under this Licence will be suspended for the duration of the Force Majeure Event and COMVERG will use all reasonable endeavours to mitigate the effect of the Force Majeure Event.
There are important differences between traditional telephone services and NowConfer Services. NowConfer is not required to offer access to Emergency Services under any applicable local and/or national rules, regulations, or law. NowConfer’s software and products are not intended to support or carry emergency calls to any type of hospitals, law enforcement agencies, medical care units or any other kind of services that connect a user to emergency services personnel or public safety answering points ("Emergency Services"). You acknowledge and agree that: (i) it is your responsibility to purchase traditional wireless (mobile) or fixed-line telephone services that offer access to Emergency Services, and (ii) NowConfer is not a replacement for your primary telephone service.
During this promo, trial period is 30 days. Comverg reserves the right to reduce or extend the trail period.
Comverg reserves the right to deactivate the services during the trial period without giving prior notice.
Comverg will not store any data of the Customer during the trial.
Comverg shall not indemnify for any claims.
Comverg will provide support on best effort basis.