WeTrack
SOFTWARE-AS-A-SERVICE (SaaS)
SUBSCRIPTION AGREEMENT
This SaaS Subscription AGREEMENT (the “Agreement”) is made on
(the “Effective Date”)
BETWEEN:
1) Better Age Solutions Pte. Ltd., UEN: 202204437N, a company incorporated under the laws of Singapore and having its registered office at 138 Robinson Road #14-03 Oxley Tower Singapore 068906 (hereafter referred to as the “Company”), and
2) XXXX, UEN: xxxxxxxxxx, a company incorporated under the laws of xxxx and having its registered office at xxxxxx (hereafter referred to as the “Client”)
All of the foregoing is collectively referred to as the "Parties" and individually as a "Party".
The Parties Agree as follows:
1. Term. This Agreement begins on the Effective Date for an initial minimum contract period of 3 months (the “Term”). After the initial 3-month period, the Client may elect to renew the subscription to the WeTrack Software (the “Software”) on a monthly basis at the same service rates.
2. Grant of License to Access and Use Service. The Company hereby grants to the Client, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and local license to access and use the Software (the “Service”) solely for the Client's internal business operations in accordance with the terms of this Agreement.
3. Ownership of Intellectual Property. The Company will retain all interest in and to the Service, including all documentation, modifications, improvements, upgrades, derivative works, and all other intellectual property rights in connection with the Service, including the Company's name, logos, and trademarks reproduced through the Service.
The Company and the Client can discuss and decide on white labelling aspects to any branding specifics, and mutually agreed upon.
4. Support Services. For the Term beginning on the Effective Date, the Company will provide the Client with telephone, electronic or internet-based support during the Company's normal business hours in order to help the Client address problems with the Software.
5. Confidentiality Obligations. The Company shall not disclose to any third party the Client’s business (the “Confidential Information”), make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Client, or use Confidential Information other than solely for the benefit of the Client.
6. Fees. The Client will pay the Company a monthly subscription fee of SGD $xx per user account per month (the “Subscription Fee”) for the initial Term and for any subsequent renewal of the Service.
7. Client Restrictions. The Client will not:
a. distribute, license, loan, or sell the Software or other content that is contained or displayed in it;
b. modify, alter, or create any derivative works of the Software;
c. reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software;
d. remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software;
e. upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
8. Commercial Arrangements. The Company and the Client can work out separate commercial arrangements after the scope of business collaboration is identified, discussed and mutually agreed upon.
9. Termination. No termination is allowed during the initial minimum contract period of 3 months. Thereafter, either Party shall have the right to terminate this Agreement at any time, with or without cause, effective upon 1 months’ written notice to the other Party. Neither Party shall be entitled to receive or obligated to pay any damages in connection with such termination.
10. Effect of Termination
a) Pay Outstanding Amounts. The Client shall immediately pay to the Company all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
b) Discontinuance of Use. The Client shall cease all use of the Service upon the effective date of the termination.
c) Recovery of Data. The Client will have 30 days from the effective date of termination to retrieve any of its data that it wishes to keep.
11. Indemnification. The Client agrees to indemnify and hold the Company harmless against any and all claims of loss or damage without limitation except in cases of willful misconduct or gross negligence.
12. Force Majeure. The Parties acknowledge and agree that neither Party shall be liable for delays or failure to uphold this Agreement’s terms due to circumstances beyond their control, such as acts of God, war, terrorism, pandemic or other extenuating circumstances.
13. No Modification Unless in Writing. No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
14. Applicable Law. This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of Singapore.