Last updated: September 12, 2022
IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE.
1. RIGHTS OF ACCESS AND USE
1.1 Subject to the terms of this Agreement, Yojee will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s Yojee account. Yojee reserves the right to refuse registration of or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, Yojee will provide Customer with reasonable technical support services in accordance with Yojee’s standard practice and the terms set forth in the Order Form.
1.3 Yojee may revise the Services features and functions at any time, including without limitation by removing such features and functions.
2. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Yojee or authorized within the Services); or access the Services in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Services, or to copy any ideas, features, functions or graphics of the Services. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Yojee hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the term of this Agreement only in connection with the Services.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, mobile phone and computing devices and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.4 Customer may authorize Users to access and use the Service and Customer is responsible and liable for: (a) other Users’ use of the Service through any account created at the request of the Customer, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; and (b) any use of the Service through Customer’s account, whether authorized or unauthorized. Customer shall make no representations or warranties regarding the Service or any other matter, to Customer’s Users or any other third party, from or on behalf of Yojee, and Customer shall not create or purport to create any obligations or liabilities for Yojee. Customer will be jointly and severally liable to Yojee for Customer’s Users’ acts and omissions related to the Service. Yojee will have no obligation to provide support or other services, or other remedies to Customer’s Users. Customer is responsible and liable for: (a) Customer’s Clients’ and other Users’ use of the Service, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; and (b) any use of the Software through Customer’s account, whether authorized or unauthorized.
In this Section, “User(s)” means any company or individual who uses the Service on Customer’s behalf or through Customer’s account, including without limitation Customer’s agents, subcontractors, or employees as well as clients.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Yojee includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Yojee to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after two (2) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by its prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Yojee shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Yojee shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Yojee will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Yojee offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
3.4 Notwithstanding anything to the contrary, the Yojee may make or release to the public any press release, public announcement or disclosure relating to the existence or subject matter of this Agreement (including using the Customer’s logo and name on the Yojee’s website and marketing materials), which, for the avoidance of doubt, includes any press release, public announcement or disclosure that is required to be made by law or the rules of any Regulatory Authority. In this clause 3.4, “Regulatory Authority” means (a) any government or local authority and any department, minister or agency of any government; and (b) any other authority, agency, commission or similar entity having powers or jurisdiction under any law or regulation or the listing rules of any recognised stock or securities exchange.
4. BETA OFFERINGS
4.1 From time to time, Yojee may make Beta Offerings available to you at no charge. You may choose to try such Beta Offerings or not in your sole discretion. Yojee may discontinue Beta Offerings at any time in our sole discretion and may decide not to make a Beta Offering generally available. For avoidance of doubt, such Beta Offerings are not “Services” under these Terms. “Beta Offerings” means separate, stand-alone services, accessible apart from the currently available Services or may be a feature or functionality for existing Services that are identified as alpha, beta, non-GA, limited release, developer preview, or any such similarly designated services, products, features, and documentation offered by Yojee.
4.2 Beta Offerings by their very nature are meant for testing, which means that they may not work as expected, may have errors, or may cause unintended behaviour. You understand that we’re not responsible for any issues or problems caused by the Beta Offerings. We have no obligation to provide any kind of support for the Beta Offerings.
4.3 The Beta Services are made available to you for the purposes of evaluation and feedback without any compensation or reimbursement of any kind from Yojee. You acknowledge the importance of communication between you and Yojee during your use of the Beta Services and agree to receive related correspondence and updates from us. In the event you request to opt-out from such communications, your participation in the Beta Program will be terminated, and your use of the applicable Beta Services will likewise be discontinued. As part of using the Beta Services, you will be asked to provide feedback regarding your use of the Beta Services. You acknowledge that Yojee owns any feedback provided, and you hereby grant to us, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any of our products or services at any time at our sole discretion. If we choose to publish such feedback, we will either do so in a way that does not identify you or seek your consent in the event we do wish to identify you. We may also monitor how you use the Beta Services and use that information to improve the Beta Services or our other products and services.
5. PAYMENT OF FEES
5.1 Customer will pay Yojee the then applicable fees described in the Subscription Order or Statement of Work (if applicable) for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Yojee reserves the right to change the Fees or applicable charges and to institute new charges and Fees at any time upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Yojee has billed Customer incorrectly, Customer must contact Yojee no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Yojee’s customer support department. Yojee will not be required to refund the Fee under any circumstances.
5.2 Invoices. Yojee may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Yojee as per the payment terms stated on the Subscription Order or Statement of Work (if applicable). Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
5.3 Taxes. All Fees are exclusive of taxes, levies, and duties, and Customer will be responsible for payment of all such taxes, levies, and duties, including value-added tax (VAT), digital services tax, withholding tax, or similar taxes. Yojee may calculate taxes and add to the invoice as applicable, based on the billing information Customer provides.
5.4. Effect of Non-payment. Yojee may suspend Customer’s access to the Services without advanced notice if Customer fails to pay any invoice in full when due. In addition to such other rights as Yojee may have, including without limitation pursuant to Section 6 below, Customer shall continue to pay fees during any suspension. Customer will reimburse any costs or expenses (including, but not limited to, collection agent fees and reasonable legal fees) incurred by Yojee to collect any overdue amount. Yojee may accept any check or payment in any amount without prejudice to its right to recover the balance or to pursue any other right or remedy. Customer may not withhold amounts due to Yojee under this Agreement for any reason or offset them against amounts that Customer asserts are owed to Customer by Yojee.
6. TERM AND TERMINATION
6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the SAAS Services Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least sixty (60) days prior to the end of the then-current term.
6.2 In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7. WARRANTY AND DISCLAIMER
7.1 Warranty and Disclaimer. Yojee shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Yojee or by third-party providers, or because of other causes beyond Yojee’s reasonable control, but Yojee shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Yojee does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND YOJEE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER, AND YOJEE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA OFFERING.
7.2 Indemnification. Customer shall indemnify and defend Yojee against any “Indemnified Claim” meaning any third party claim, suit, or proceeding arising out of or related to Customer’s actual use of, misuse of, or failure to use the Service, including without limitation: (a) claims by Customer’s Clients or other Users or by Customer’s or Customer’s Clients’ employees; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Service through Customer’s account, including without limitation Customer Data; (d) claims that use of the Service through Customer’s account, including by Customer’s Clients or other Users, harasses, defames, or defrauds a third party or violates any law or restriction on electronic advertising; and (e) infringement claims arising out of or related to any loss of or damage to real or tangible personal property, caused by the act or omission of Customer or of any of its agents, subcontractors, or employees.
8. THIRD PARTY PRODUCTS AND SERVICES AND API
8.1. Customer acknowledges and agrees that the Services operates on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Yojee is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Yojee does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions and Customer waives Yojee from any liability arising thereto.
9. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOJEE AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND YOJEE’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO YOJEE FOR THE SERVICES UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT YOJEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. GOVERNING LAW AND DISPUTES
This Agreement is governed by and construed in accordance with the laws of Singapore. Any claim, dispute or controversy of whatever nature arising out of or relating to this Agreement shall be referred to and finally resolved by arbitration in Singapore 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.