Updated 2 Jun 2020
IMPORTANT – PLEASE READ CAREFULLY:
This End User Subscription Agreement (“EUSA”) constitutes a valid and binding agreement between Biqmind Pte. Ltd., its affiliates and subsidiaries (individually and collectively, “Biqmind“, “we” or “us“), and you for the use of the generally available Biqmind software-as-a-service offerings inclusive of any services delivered through any unified, hosted Biqmind service delivery platform, including any on-premises components (e.g., client software, tools, on-premises software with hybrid licenses), and updates, all as further described on Biqmind’s website biqmind.com & cape.sh (the “Website”), as well as technical support services (collectively, the “Services”). Services availability is subject to Biqmind’s product lifecycle. Biqmind may update the Services at any time in its sole discretion. Services are of an electronic nature delivered to you remotely via a technology infrastructure and with minimal or no human intervention. Any files that are delivered to you by us to modify the Services, any online or enclosed documentation, and any updates, fixes and upgrades provided to you, as well as all copies and derivative works of such software and documentation. The Services shall be deemed to include all information, linked pages, features, data, files, text, images, photographs, graphics, music, sounds, video, messages, tags, content, programming, applications, application services (including without limitation any mobile application services) or other materials contributed to, or made available through, the Services or its related services (“Content“). You must enter into this EUSA in order to install and use the Services.
Biqmind may release certain features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. Biqmind may also impose limits on certain features or restrict your access to parts of the Services in its sole discretion and without notice or liability.
BY CLICKING ON THE “I AGREE” BUTTON AND BY INSTALLING AND USING THE SERVICES, YOU REPRESENT THAT YOU ARE AN ADULT. BY CLICKING ON THE “I AGREE” BUTTON (OR SIMILAR BUTTONS OR LINKS AS MAY BE DESIGNATED BY US), YOU ALSO AGREE TO BE BOUND BY THE TERMS OF THIS EUSA WITH BIQMIND. IF YOU DO NOT AGREE TO THE TERMS OF THIS EUSA OR ARE NOT AN ADULT, DO NOT CONTINUE WITH THE INSTALLATION PROCESS.
2. Grant of License
2.1. Biqmind grants you a limited non-exclusive, non-transferable, worldwide license to access and use the Services up to the number of subscriptions purchased and in accordance with the license model(s) purchased and identified. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services. The Services is made available through the Website and any other distribution platforms as distributed in connection with this EUSA.
2.2. Services Permissions. As consideration for using the Services and receiving access to the Content and other applications available via the Services, you agree and understand that:
- (c) The Services will utilize the processor, bandwidth and hard drive (or other memory or storage hardware) and/or cache of your computer (or other applicable device) for the limited purpose of facilitating the communication with, and the transmittal of data, content, applications, services or features to, you. By using the Services, you acknowledge and agree that third-party data transfer fees may apply depending on your data plan. Please consult your carrier for further information. If you do not or are unable to maintain an adequate internet connection, then the Services or certain features of the Services may not operate or may cease to function properly, either in whole or in part.
- (d) The Services will take organisational and technical measures intended to protect the privacy and integrity of the resources of the computer (or other applicable device) you are utilising, however, you acknowledge and agree that this is not a representation or warranty on the part of Biqmind.
- (e) When minimized, the Services will continue to operate unless you affirmatively exit the Services from your task bar or other applicable application interface.
- (f) You can uninstall the software downloaded in connection with the Services at any time, in your sole discretion, by using your computer’s (or other applicable device’s) “Add/Remove” functionality or other applicable functionality that permits you to uninstall downloaded software applications. Your removal of the Services may or may not also uninstall any Content. Note, therefore, that if you uninstall the software downloaded in connection with Services you may or may not be able to continue using any third-party Content installed with or through the Services. Whether or not you will continue to have or be able to use any third-party Content if you uninstall the software downloaded in connection with the Services will depend upon the terms and conditions imposed upon you in connection with the third-party Content.
- (g) The Services may allow you to create Content, and to the extent that your contributions through use of the Services give rise to any copyright or any other intellectual or industrial property right, you hereby grant Biqmind an exclusive, royalty-free, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your contributions in any way and for any purpose including, but not limited to the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute your contributions without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual and industrial property rights by applicable laws and international conventions. If not expressly prohibited by the mandatory provisions of any applicable legislation, you hereby waive any moral rights of authorship, publication, reputation, or attribution with respect to Biqmind’s and other players’ use and enjoyment of such contributions in connection with the Services and related goods and services under applicable law. The aforementioned license grant, and the above waiver of any applicable moral rights, shall survive any termination of this EUSA.
3.1. You acknowledge and agree that the ownership of any software downloaded in connection with the Services, the documentation and intellectual property rights associated therewith unconditionally belong to and remain with us. In particular, Biqmind retains all right, title and interest in and to such software and the Services, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, settings, artwork, sound effects, musical works, and moral rights whether registered or not and all applications thereof. You therefore have no right, title or interest in the software downloaded in connection with the Services, documentation and intellectual property rights associated therewith.
3.2. You do not purchase the Services but only obtain a license to use it under the conditions stipulated in this EUSA. You do however have the right to use the Services so long as you fully observe the terms of the EUSA. Any other use of the Services by any individual, enterprise, organization, government body or any other entity is strictly prohibited and is in violation of this EUSA. You may not derive any property rights from the Services and shall not take any other action to jeopardize, limit or interfere with any of our rights regarding the Services, documentation and intellectual property rights associated therewith.
4.1. The Services and its related documentation is protected by applicable copyright or other intellectual property laws and treaties. We expressly reserve all rights not covered by this grant of license. It is prohibited to falsify or delete any author attributions, remove, obscure, make illegible or alter any notices or indications from any copy of the Services or documentation that refer to Biqmind’s ownership. Biqmind.com, and the Biqmind logo are trademarks of Biqmind. No license, right or other interest in a trademark, trade name or service name is part of this grant of license.
4.2. You also acknowledge and understand that all title and intellectual property rights in and to any third-party Content that is not contained in the Services, but may be accessed through use of the Services, including, without limitation, any third-party Content downloaded through the Services, is the property of the respective Content owners and may be protected by applicable copyright or other intellectual property laws and treaties. Each such third-party expressly reserves all rights in such content. You understand that you are not granted any commercial, sale, resale, reproduction, distribution or promotional use rights for or to any such third-party content. Additionally, the unauthorized reproduction or distribution of such third-party content, including, without limitation, any Content contained on or through the Services, is prohibited by applicable law.
Except to the extent permitted by applicable law, you agree not to (i) sell, borrow, rent, lease, distribute, sublicense, modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Services and/or Biqmind technology; (ii) knowingly or negligently access or use the Services in a manner that abuses or disrupts the Biqmind networks, security systems, user accounts, or Services of Biqmind or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means; (iii) transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise unlawful; (iv) market, offer to sell, and/or resell the Services (but the Services may be used by you in support of your proprietary service offering(s)); and (v) if you are a Biqmind competitor for the relevant Services, use the Services directly or indirectly for competitive benchmarking or other competitive analysis, unless permitted under applicable law.
6. New Version of the Services
We, in our sole discretion, reserve the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Services. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Services. You also agree that you may have to enter into a renewed version of this EUSA, in the event you want to download, install or use a new version of the Services.
7. Disclaimer of Warranty
7.1. THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY BIQMIND OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, BIQMIND DOES NOT WARRANT THAT THE SERVICES CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.
7.2. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.
7.3. Some jurisdictions do not allow the disclaimer of implied warranties, so some or all of the foregoing disclaimers may not apply to you.
8. Limitation of Liability
8.1. IN NO EVENT SHALL BIQMIND BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDINGWITHOUT LIMITATION NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUE OR OTHERWISE, FOR LOSS OF USE, PROFITS, REVENUES, GOODWILL OR ANTICIPATED SAVINGS OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER, MOBILE PHONE OR MOBILE DEVICE FAILURE) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, INCLUDING ANY DAMAGES RESULTING THEREFROM, EVEN IF BIQMIND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO UNINSTALL AND CEASE USE OF THE SERVICES AND/OR TERMINATE YOUR ACCOUNT.
8.3. Some jurisdictions do not allow the limitation of liability, so some or all of the foregoing limitations may not apply to you.
You represent and warrant that you shall comply with the terms of this EUSA. Furthermore, you represent and warrant that you will at any and all times meet with your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the Services.
10. Export limitations in the Services intended for the Republic of Singapore
You acknowledge that this EUSA may be subject to any laws, stipulations and other limitations regarding the import or export of the Services or information regarding the Services, including but not limited to export laws of the Republic of Singapore, which may be imposed by the authorities concerned. You guarantee that you will always comply with these applicable laws, stipulations and other limitations regarding import or export of the Services and related documentation and information. You have no permission to export the Services, the documentation and information about the Services without our prior written consent.
You agree to indemnify, defend and hold Biqmind, its affiliates, parent companies, subsidiaries, officers, directors, employees, co-branders or other partners and agents (collectively, the “Indemnified Parties”) at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable legal fees and other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to your (a) violation or breach of any term of this EUSA or any applicable law, regulation, policy or guideline, whether or not referenced herein, or (b) violation of any rights of any third-party, or (c) use or misuse of the Services, or (d) use or misuse, production or manipulation of Content distributed on, through or with the Services, or as a result of the use or results of the Services (i.e., upgrades and other applications).
This EUSA will be effective as of the date on which this EUSA is entered into by using the Services. This EUSA expires by termination only. You may terminate this EUSA at any time by ceasing all use of the Services, documentation and intellectual property rights associated therewith, and removing all copies of the software downloaded in connection with the Services from all hard drives, networks and other storage media. We have the right to terminate this EUSA with immediate effect at any time for any reason, including but not limited to, the event in which we establish that you are not adhering to one or more of the stipulations of this EUSA. Furthermore, you acknowledge that upon termination, all licenses and rights to use the Services and/or associated virtual goods shall terminate. All stipulations regarding intellectual property rights survive the termination of this EUSA and will therefore remain in full force. We will not be liable in relation to any damage caused by the termination of this EUSA.
13. Governing law and jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods, the Uniform Computer Information Transaction Act and the Uniform Commercial Code are expressly disclaimed. Any legal proceeding arising out of or relating to this Agreement against or relating to Biqmind or any Indemnified Party under will be subject to the exclusive jurisdiction of the courts of the Republic of Singapore and you irrevocably submit to the jurisdiction of such courts. That submission shall not affect the right of Biqmind to institute proceedings in any other jurisdiction.
14.1. You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by us to show your acceptance of this EUSA and/or your agreement to download and use the Services), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
14.2. This Agreement is solely for your and our benefit and is not for the benefit of any other person or entity, except for Biqmind’s affiliates and subsidiaries (and each of Biqmind’s and its affiliates’ and subsidiaries’ respective successors and assigns).
14.3. This EUSA constitutes the entire agreement between you and Biqmind with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. We reserve the right to modify this EUSA at any time by providing such revised EUSA to you or by publishing the revised EUSA on the Website. Your continued use of the Services shall constitute your acceptance to be bound by the terms and conditions of the revised EUSA. If any provision of this EUSA shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from this EUSA and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction. Our failure to exercise any right hereunder shall not operate as a waiver of our rights to exercise such right or any other right in the future. We are allowed at our sole discretion to assign or transfer this EUSA or any rights hereunder without giving prior notice.
14.4. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS EUSA AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE “I AGREE” BUTTON (OR SIMILAR BUTTONS OR LINKS AS MAY BE DESIGNATED BY US) AND/OR CONTINUING TO USE THE SERVICES, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO BIQMIND THE RIGHTS SET FORTH HEREIN.