These terms of service ("Agreement") applies to access to this website, www.elven.com. Your access and use of this website constitutes your acceptance of and agreement to be legally bound by these terms. This agreement constitutes a binding contract between Elven Group Pte. Ltd, a Singapore incorporated entity ("Elven") and the customer ("Customer") that entered into the order form (defined below) (each, a “Party” and collectively, the “Parties”). If you do not accept these terms, please discontinue your access and usage of this website.
"Order Form" or “Order” means any order form issued or provided by Elven whether through its website, digital or physical copy, and agreed to by Customer for the provision of the applicable license and services into which this Agreement is incorporated by reference. References herein to the "Agreement" shall be deemed to include the Order Form.
Your use of the Service is subject to these terms which may be updated from time to time.
By entering into the order form, or by otherwise accessing or using the service (defined below), the customer acknowledges that it has read, understood, and agrees to be bound by this agreement (the date of such occurrence being the "Effective Date").
Subject to the terms and conditions of this Agreement, Elven hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable and revocable right and license to access and use (i.e. on a SaaS basis) Elven proprietary Service product and related services (the “Service”) during the Term (as defined below), solely for Customer's internal purposes. Unless otherwise indicated, the term “Service” also includes any appliance and any documentation (“Documentation”) if provided to Customer in connection with the operation of the Service. Customer may only use the Service in accordance with the Documentation, subject to the use limitations indicated in the Order Form and applicable laws. In addition to the above-mentioned license, Elven may provide support and maintenance services. The Service and any related services provided to Customer shall be referred as the “Services”). The license granted under this Section 1 shall apply during the Term (as defined below). In the event the Service includes a trial period, Elven grants such license for the during of the trial period for Customer to evaluate whether Customer wishes to subscribe to the Service. Elven may monitor of such usage of the service during the trial period. In the event the Service is granted due to subscription fee received by Elven, such license shall only be granted to Customer for the period of which the subscription fee fulfils.
The Service provided may require Customer to sign up for an account. Customer may be able to use its account to access to other services to which Elven has enabled access or with which Elven has tied up or collaborated. By signing up for an account, Customer has agreed that (a) Customer shall be solely and exclusively responsible to safeguard its account log in credential and password, (b) Customer has authorized Elven to assume that any user of the account which has logged in by using such account log in credential is Customer or otherwise authorized by Customer (“Permitted User”), (c) the account information is accurate, complete and up to date, and that all information shall be updated in case of any changes, (d) the account shall not be assigned or transferred to any third party, unless for the approval of Elven, and (e) Elven has the right to suspend and terminate any inactive account or account of which payment for the Service is outstanding.
Upon expiry or termination of the Service, Customer shall remain responsibly and liable for all activities that occur in the account. Elven shall have no liability for, and Customer herby agree to indemnity Elven from and against, any losses or damages incurred due to Customer’s actions, usage or suspension in its account.
- Subscription Fees.
The license granted under Section 1 as well as related services (if any) are conditioned on Customer’s payment in full of the applicable fees set forth in the Order Form. Unless otherwise specified in the Order Form: (i) Customer will pay all amounts due to the Service in the currency provided in the Order Form (ii) all amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice, and (iii) all fees and other amounts paid hereunder are non-refundable (unless the Agreement is terminated in accordance with Section 13 below due to Elven's material breach and in such event any amounts paid for Services to be provided following the effective date of termination shall be refunded), and are without any right of set-off or cancellation. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at 4 per cent calculated from the due date or otherwise, at the highest percentage permitted by applicable law. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties.
- Prohibited Uses.
Except as specifically permitted herein, without the prior written consent of Elven, Customer must not, and shall not allow any Permitted User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of or distribute any part of the Service (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer's rights under this Agreement with any third party; (iii) use any “open source” or “copyleft service” in a manner that would require Elven to disclose the source code of the Service to any third party; (iv) disclose the results of any testing or benchmarking of the Service to any third party; (v) disassemble, decompile, reverse engineer or attempt to discover the Service’s source code or underlying algorithms; (vi) use the Service in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (vii) remove or alter any trademarks or other proprietary notices related to the Service; (viii) circumvent, disable or otherwise interfere with security-related features of the Service or features that enforce use limitations; (ix) export, make available or use the Service in any manner prohibited by applicable laws (including without limitation export control laws); and/or (x) transmit any malicious code (i.e., Service viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Service.
- Data submitted by Customer.
To the extent applicable to the Services, Customer hereby undertakes that it will (a) provide all appropriate notices, (b) obtain all required informed consents and/or have any and all ongoing legal bases, and (c) comply at all times with any and all applicable privacy and data protection laws and regulations, for allowing Elven to use and process the data in accordance with this Agreement (including, without limitation, the provision of such data to Elven (or access thereto) and the transfer of such data by Elven to its affiliates, subsidiaries and subcontractors, including transfers outside of the European Economic Area), for the provision of the Service and the performance of this Agreement. In using the Service, Customer warrants that any data or information submitted or sent (a) is accurate, (b) is genuinely held, and (c) complies with applicable law in any country from which it is posted, and that Customer have all necessary permission to place such information (including personal information) on the Service.
Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.
- Intellectual Property Rights.
The website is maintained by Elven and all materials on this website including but not limited to information, software programs, images and branding are protected by trademark, copyright and other forms of proprietary rights. The Service is not for sale and is Elven’s sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Service (and any and all improvements and derivative works thereof) and any other products, deliverables or services provided by Elven or subsisting in or used in connection with this website; are and shall remain owned solely by Elven or its licensors. This Agreement does not convey to Customer any interest in or to the Service other than a limited right to use the Service in accordance with Section 1. Nothing herein constitutes a waiver of Elven’s intellectual property rights under any law.
If Elven receives any feedback or comments regarding any of the Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Elven and that such shall be considered Elven's Confidential Information (as defined below) and Customer hereby irrevocably and unconditionally transfers and assigns to Elven all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Elven at its sole discretion, and that Elven in no way shall be obliged to make use of any kind of the Feedback or part thereof.
Any anonymous information, which is derived from the use of the Services which is not personally identifiable information (“Analytics Information”) may be used for providing the Service, for development, and/or for statistical purposes. Such Analytics Information is Elven's exclusive property.
As between the Parties, Customer is, and shall be, the sole and exclusive owner of all data and information inputted or uploaded to the Service by Customer.
- Right of Access.
Elven shall not be held responsible for non-availability of this website during periodic maintenance operations or any unplanned suspension of access to the website that may occur due to any reason beyond the control of Elven. The Service provided and made available to Customer on the website may, in the ordinary course of Customer’s business and for Customer’s internal purposes only, be subject to the restrictions below (a) view, use and customize material on the Services, and (b) download, print, store and/or distribute (i) limited extracts of the material on the website provided through the Service that have no independent commercial value or (ii) if it is Customer’s own content or (iii) if Customer otherwise have a valid permission to do so.
Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, Service, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement (“Permitted Use”). The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order or a court of similar judicial or administrative body, provided that it notifies the disclosing Party of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.
- Limited Warranties.
Elven represents and warrants that, under normal authorized use, the Service shall substantially perform in conformance with its documentation which may be accompanied with the Order Form or the website. As the Customer's sole and exclusive remedy and Elven's sole liability for breach of this warranty, Elven shall use commercially reasonable efforts to repair the Service. The warranty set forth shall not apply if the failure of the Service results from or is otherwise attributable to: (i) repair, maintenance or modification of the Service by persons other than Elven or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Service; (iii) use of the Service other than in accordance with the Service's Documentation; (iv) Customer's failure to implement Service updates provided by Elven specifically to avoid such failure; (v) the combination of the Service with equipment or Service not authorized or provided by Elven.
Other than as explicitly stated in this agreement, to the extent permitted by applicable law, the service and the results thereof are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Elven does not warrant: (I) As to the accuracy, correctness, reliability, service levels, continued availability, timeliness, non-infringement, title, quality, merchantability, or fitness for any particular purpose of the service of this website. (II) That the service and/or the services will meet customer's requirements, or (III) That the service will operate error-free and uninterrupted, or that this website and the server are and will be free of all viruses and/or harmful elements.
Elven expressly disclaims all express warranties and all implied warranties, including but not limited to warranties of merchantability, title, non-infringement, non-interference, and fitness for a particular purpose.
To the extent permitted by law, Elven shall also not be liable to Customer or any third party whether in contract, tort (including negligence), restitution, breach of statutory duty or otherwise, for any damage or loss of any kind arising directly or indirectly from and to CUSTOMER and/or any third-party’s use of this website or any reliance on the information contained in or available from this website.
- Limitation of liability
Elven shall not be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of revenue, reputation, or profits, data, or data use.
Except for Elven's indemnification obligation under Section 10, any damages resulting from any breach of either party's confidentiality obligations herein, and/or damages resulting from customer's misappropriation or otherwise violation of Elven's intellectual property rights (including misuse of the license by customer); Elven's maximum liability for any damages arising out of or related to this agreement, whether in contract or tort, or otherwise, shall in no event exceed, in the aggregate, the total amounts actually paid to Elven by customer in the twelve (12) month period immediately preceding the event giving rise to such claim. This limitation of liability is cumulative and not per incident. For clarity, the limitations in this section do not apply to payments due to Elven under this agreement (including the order).
Elven agrees to defend, at its expense, any third party action or suit brought against Customer alleging that the Service, when used as permitted under this Agreement and the Order, infringes intellectual property rights of a third party (“IP Infringement Claim”); and Elven will pay any damages awarded in a final judgment against Customer that are attributable to any such claim, provided that (i) Customer promptly notifies Elven in writing of such claim; and (ii) Customer grants Elven the sole authority to handle the defense or settlement of any such claim and provides Elven with all reasonable information and assistance, at Elven's expense. Elven will not be bound by any settlement that Customer enters into without Elven's prior written consent.
If the Service becomes, or in Elven's opinion is likely to become, the subject of an IP Infringement Claim, then Elven may, at its sole discretion: (a) procure for Customer the right to continue using the Service; (b) replace or modify the Service to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Elven's reasonable efforts, then Elven may terminate this Agreement and provide a refund for any amount pre-paid by Customer for such returned Service for the remaining unused period of the license.
Notwithstanding the foregoing, Elven shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Service made by a party other than Elven or its designee; (ii) Customer's failure to implement Service updates provided by Elven specifically to avoid infringement; or (iii) combination or use of the Service with equipment, devices or Service not supplied by Elven or not in accordance with the Documentation.
This Section states Elven's entire liability, and Customer's exclusive remedy, for claims or alleged or actual infringement.
Further, Customer hereby agree to indemnify Elven and hold Elven harmless from and against any and all claims, damages, losses, liabilities, costs and expenses (including but not limited to legal costs and expenses on a full indemnity basis) made against or suffered or incurred by Elven however arising directly or indirectly from: (a) any claim made by a third party in connection with Customer’s access to or use of the Service, (b) any system failure or downtime arising from Customer’s misuse of the website or the Service, (c) Customer’s violation of any rights of another person; and (d) Customer’s breach of any provision under this Agreement.
- Term and Termination.
This Agreement shall enter into force and effect on the Effective Date and shall remain in full force and effect for the period specified in the initial Order Form or so long the subscription fee is duly received by Elven for the term such fee fulfils (“Term"). Either Party may terminate this Agreement with immediate effect if the other Party materially breaches this Agreement and such breach remains uncured thirty (30) days after having received written notice thereof. Upon termination of this Agreement: (i) Service license granted to Customer under this Agreement shall expire, and Customer shall discontinue any further use and access thereof; (ii) Customer shall immediately delete and dispose of all copies of the Documentation in Customer's or any of its representatives’ possession or control; (iii) Elven may delete all customer data uploaded on the Service without affecting any of Elven's rights to the Analytics Information; and (iv) any sums paid by Customer until the date of termination are non-refundable. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement (including limitation of lability) shall so survive. If applicable, Customer shall be responsible to download its data from the Service prior to termination of this Agreement.
- Customer Reference.
Customer hereby agrees that Elven may use Customer's name and logo to identify Customer as a customer of Elven or user of the Service, on Elven's website, presentations, marketing materials or otherwise.
Third party content may appear on this website or may be accessible via links from this website. Elven shall not be responsible and hold no liability for any infringement, mistakes, misstatements of law, defamation, libel, slander, omissions, falsehood or profanity in the statements, opinions, representations or any other form of content contained in any third-party content appearing on such third-party content or website. Customer agrees that it is responsible for reviewing the relevant terms and conditions on such third-party websites and complying with them. This Agreement, represents the complete agreement concerning the subject matter hereof and may be amended from time to time without prior or further notice to Customer. The amended terms will be posted on Elven’s website, and Customer’s use of this website after such amendments have been posted shall constitute as Customer’s agreement and consent to all of the relevant changes. The failure of Elven to enforce any rights granted hereunder or to take action against Customer in the event of any breach hereunder shall not be deemed a waiver by that Elven as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Customer may not assign its rights or obligations under this Agreement for whatsoever reason unless for the prior written consent of Elven. Notwithstanding the foregoing, this Agreement may be assigned by either Party in connection with a merger, consolidation, sale of all of the equity interests of the Party, or a sale of all or substantially all of the assets of the Party to which this Agreement relates. This Agreement shall be governed by and construed under the laws of the Republic of Singapore, without reference to principles and laws relating to the conflict of laws. The competent courts of the city of Singapore shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Elven will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of Elven including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Elven.