GENERAL TERMS OF SERVICE

1. INTRODUCTION

PlusMargin, a brand belonging to PlusMargin Pte Ltd, having its Registered Office at 229, Mountbatten Road, #02-41, Singapore 398007 (“PlusMargin”), is in the business of providing predictive persuasion automated platform, including but not limited to “Smart Messages” and “Smart Labels” and the Customer is desirous in engaging and utilizing the solution for increasing the sales conversion for online businesses. Relying on the representations and covenants made and agreed by the Customer herein and believing the same to be true and correct, the PlusMargin has accepted the offer to render the Services to the Customer, subject to the terms and conditions as set forth in this Agreement.

2. DEFINITIONS

2.1The definitions and rules of interpretation in this clause apply to these general terms and conditions.

  1. Affiliate: means an entity which directly or indirectly controls, is controlled by, or is under.
  2. Agreement: means the agreement between PlusMargin and the Customer including the Terms and Conditions.
  3. Authorised Users: means those employees and workers of the Customer who are authorised by the Customer to use the Product.
  4. Business Day: means any day which is not a Saturday, Sunday or public holiday in Singapore.
  5. Business Hours: means 9.00 to 18.00 local Singapore time, each Business Day.
  6. Confidential Information: means information disclosed by (or on behalf of) one party to the other party in connection with or in anticipation of the Agreement (including the content of the Agreement) that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was lawfully given to the recipient by a third party.
  7. Customer: means the customer of PlusMargin that entered into the Agreement.
  8. Customer Site: means those website(s) owned and operated by the Customer on which PlusMargin agrees to implement the Product and the Services.
  9. Data Protection Laws: refers to the protection of individuals with regard to the processing of personal data (or as applicable any similar legislation in any jurisdiction)
  10. Derivative Data: means information, know-how (including PlusMargin’s underlying data collection methodologies), data and materials that are derived, prepared or generated by PlusMargin and/or its sub-contractors within PlusMargin’s environment pursuant to (and/or as a consequence of) the Product.
  11. Effective Date: is the date on which PlusMargin and the Customer enter into the Agreement.
  12. Fees: means the fees for the Product and the Services to be paid by Customer to PlusMargin and which are included and agreed upon in the Agreement.
  13. Intellectual Property Rights: means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
  14. Product: means the Software functionality and Services made available by PlusMargin as an application PlusMargin (and as such functionality and services may thereafter be updated by PlusMargin from time to time).
  15. Services: means all (System based) services provided by PlusMargin to the Customer under the Agreement. Software means the software object codes in machine readable form only, necessary to operate the System, including all modifications and enhancements to such codes and scripts, consisting of, among other things, the Javascript and associated protocols provided by PlusMargin to the Customer pursuant to the Agreement which when implemented on the Customer Site manages the Product.
  16. System: means a “software as a service” (SAAS) system that is an online real-time prediction/conversion/profiling engine and which (i) enables a Customer to automatically build full personal profiles of its Customer Site visitors and based on these profiles to entice and convince these visitors to make certain actions, all focusing in particular on increasing online conversion (e-commerce), and (ii) consists of, among other things, the Software.
  17. Term: has the meaning given in clauses 13.1. Terms and Conditions means these general terms and conditions, regardless of the form in which they are presented (on paper or expressed electronically, e.g. via the web site), and which form an integral part of and are applicable to the Agreement
  18. Third Party Users: means agency partners or other third parties identified and notified to PlusMargin in writing which the Customer may permit to use the Product in accordance with clause 2.1 b).
  19. Virus: means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2.2Clause, schedule and paragraph headings shall not affect the interpretation of the Agreement. Where the words include(s), including or in particular are used in the Agreement, they are deemed to have the words without limitation following them.

3. USE OF THE PRODUCT

3.1 Subject to the timely payment by the Customer of the Fees and solely during the Term, PlusMargin grants to the Customer a non-exclusive, non-transferable right to:

  1. permit the Authorised Users to use the Product;
  2. permit Third Party Users to use the Product; and
  3. permit a Customer Affiliate or Affiliates to use the Product in each case solely for the Customer’s internal business operations (and if applicable the business purposes of a relevant Customer Affiliate).

3.2 The Customer shall be solely responsible for any failure of an Authorised User or Third Party User to comply with the terms of the Agreement and shall ensure that Authorised Users and Third Party Users discontinue use upon completion of work for the Customer (or if earlier, upon termination of the Agreement).

3.3 The Customer shall not:

  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Product (as applicable) in any form or media or by any means;
  2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Product;
  3. access all or any part of the Product in order to build a product or service which competes with the Product;
  4. use the Product to provide services to third parties;
  5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Product available to any third party; or
  6. (without prejudice to clause 2.1 b) attempt to obtain, or assist third parties in obtaining, access to the Product.

3.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Product and, in the event of any such unauthorised access or use, promptly notify PlusMargin.

4. SERVICES

5. RESELLER

PlusMargin may use resellers or intermediaries for its benefit. In accordance with clause 18 and 21, any agreement entered into between the Customer and a reseller or intermediary of PlusMargin shall in no event (directly or indirectly) affect the Agreement, the Terms and Conditions and/or any provision thereof. PlusMargin agrees upon separate terms from these “general terms and conditions” directly with the reseller.

6. PERSONAL DATA

7. OBLIGATIONS OF PLUSMARGIN

8. OBLIGATIONS OF CUSTOMER

The Customer shall:

9. FEES & PAYMENT

10. PROPRIETY RIGHTS

11. (A) INDEMNITY

11. (B) LIMITATION OF LIABILTY

Notwithstanding anything contained in this Agreement including the provisions of Indemnity 11(A), the entire liability of the Service for any and all claims arising out of this Agreement shall not exceed the [fees paid] by the Customer to the PlusMargin for a period of one year.

12. TERMINATION

13. MISCELLANEOUS

14. SETTLEMENT OF DISPUTE AND JURISDICTION