End User License Agreement
This End User Licence Agreement is last updated 21 May 2022.
Please read this End User License Agreement carefully before using the Company’s websites and services, located at neurowyzr.com or cognifyx.com or participating in any online features, services and/or programs offered by us through the Company’s platform on both web and mobile interfaces (collectively, the “Services”). This Agreement is in effect for all of our Services.
Agreed terms
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1. | The definitions and rules of interpretation in this clause apply in this agreement. |
| “Agreement” means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Services. | |
| “Company” (referred to as either “the Company” in this Agreement) refers to NEUROWYZR PTE. LTD., a company incorporated in Singapore and having its registered office at 6 Raffles Quay, #11-07 Maxwell House, Singapore 048580 (“Neurowyzr”). | |
| “Content” refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content. | |
| “Country” refers to Singapore. | |
| “Device” means any device that can access the Services such as a computer, a cellphone or a digital tablet. | |
| “Documentation” means any documentation made available to You by Neurowyzr which sets out a description of the Services and the user instructions for the Services. | |
| “Software” means the online software applications provided by Neurowyzr as part of the Services, including any updates or new versions. | |
| “Third-Party Services” means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Services. | |
| “You” means the individual accessing or using the Services or the company, or other legal entity on behalf of which such individual is accessing or using the Services, as applicable. | |
| 1.2. | Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular. |
| 1.3. | A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement. |
| 1.4. | A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision. |
| 1.5. | Any words following the terms including, include, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. |
| 1.6. | Clause and paragraph headings shall not affect the interpretation of this agreement. |
| 2. | ACKNOWLEDGEMENT |
| 2.1. | By clicking the “I Agree” button or using the Services, You agree to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the “I Agree” button or do not use the Services. |
| 2.2. | This Agreement is a legal document between You and the Company and it governs your use of the Services made available to You by the Company. |
| 2.3. | The Company may change the terms of this Agreement at any time by notifying you of a change when you next start or use the Services. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Services. |
| 3. | LICENSE |
| 3.1. | Subject to the terms of this Agreement, the Company grants you a limited, non-exclusive and non-transferable license to register, download, install and use the Services. |
| 3.2. | You may only use the Services on a Device that You own or control strictly in accordance with the Services’ documentation. |
| 3.3. | The license that is granted to You by the Company is solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement. |
| 3.4. | You agree not to, and You will not permit others to: |
| (a) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Services; | |
| (b) make alterations to, or modifications of the whole or any part of the Services, or permit Services or any part of it to be combined with, or become incorporated in, any other programs; | |
| (c) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services or attempt to do any such thing. | |
| 4. | MODIFICATIONS TO THE SERVICES |
| 4.1. | The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Services, with or without notice and without liability to You. |
| 5. | PROPRIETARY RIGHTS |
| 5.1. | You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. The Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. |
| 6. | COLLECTION AND USE OF YOUR INFORMATION |
| 6.1. | You acknowledge that when you download, install, or use the Services, the Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Services. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Services or certain of its features or functionality, and the Services may provide you with opportunities to share information about yourself with others. All information the Company collects through or in connection with the Services is subject to the Company’s Privacy Policy (www.neurowyzr.com/privacy-policy). By downloading, installing, using, and providing information to or through the Services, you consent to all actions taken by the Company with respect to your information in compliance with the Privacy Policy. |
| 7. | THIRD-PARTY SERVICES |
| 7.1. | The Services may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services. |
| 7.2. | You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services. |
| 8. | LIMITATION OF LIABILITY |
| 8.1. | Except as expressly and specifically provided in this Agreement: |
| (a) You assume sole responsibility for results obtained from your use of the Services, the Software and the Documentation, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by You in connection with the Services, or any actions taken by the Company at your direction; | |
| (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and | |
| (c) the Services and the Documentation are provided to You on an “as is” basis. | |
| 8.2. | Notwithstanding any damages that You might incur, the entire liability of the Company and any of its service providers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Services or S$100.00 if You have not paid for the use of the Services. |
| 8.3. | To the maximum extent permitted by applicable law, in no event shall the Company or its service providers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Services, third-party software and/or third-party hardware used with the Services, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. |
| 9. | TERM AND TERMINATION |
| 9.1. | This Agreement shall remain in effect until terminated by You or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. |
| 9.2. | This Agreement will terminate immediately, without prior notice from the Company, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Services and all copies thereof from your Device. |
| 9.3. | Upon termination of this Agreement, You shall cease all use of the Services and delete all copies of the Services from your Device. |
| 9.4. | Termination of this Agreement will not limit any of the Company’s rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement. |
| 10. | INDEMNIFICATION |
| 10.1. | You agree to indemnify and hold the Company and its subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable legal fees, due to or arising out of your: (a) use of the Services; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party. |
| 11. | NO WARRANTIES |
| 11.1. | The Services are provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Services will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. |
| 11.2. | Without limiting the foregoing, neither the Company nor any of the Company’s service provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Services, or the information, content, and materials or products included thereon; (ii) that the Services will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Services; or (iv) that the Services, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. |
| 12. | WAIVER |
| 12.1. | No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. |
| 13. | SEVERANCE |
| 13.1. | If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. |
| 13.2. | If any provision or part-provision of this Agreement is deemed deleted under clause 14.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. |
| 14. | ENTIRE AGREEMENT |
| 14.1. | This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. |
| 14.2. | Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. |
| 14.3. | Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. |
| 15. | GOVERNING LAW AND JURISDICTION |
| 15.1. | This Agreement shall be governed by and construed in accordance with the Laws of Singapore. |
| 15.2. | Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration 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. he language of arbitration shall be English. The seat and location of Arbitration shall be in Singapore. The Tribunal shall consist of one (1) arbitrator. The arbitration award shall be final and binding on Parties |