Software License Agreement
February 23, 2023
INTRODUCTION
This Software Licence Agreement (this “Agreement”) governs your use of the application programming interface and/or software development kit (collectively, the “API/SDK”) and Documentation (as defined below) provided by Igloocompany Pte. Ltd. and its affiliates (referred to as “igloocompany”, “we”, “us” or “our”). Please read this Agreement carefully before using the API/SDK and Documentation. By using the API/SDK and Documentation, you hereby agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, do not use or access the API/SDK and Documentation.
If you are entering into this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection this Agreement, that entity will be treated as the licensee for purposes of this agreement. If you do not have the requisite authority, you must not accept this Agreement or use or access the API/SDK and Documentation on behalf of your employer or other entity.
DEFINITIONS
In this Agreement, unless the context otherwise requires, the following words shall have the following meanings:
“Applications” or “Software” means one or more software applications, dashboards and/or portals developed by or on behalf of you that uses the API/SDK and/or incorporates portions of the API/SDK, and can interface with and interoperate with Igloocompany Products through the API functionality.
“Confidential Information” means all non-public information, technology, materials and know-how that igloocompany designates either as proprietary or confidential or that, by the nature of the information or the circumstances surrounding its disclosure, ought in good faith to be treated as proprietary or confidential. Information shall not be regarded as “Confidential Information” if it is (a) already publicly known; (b) lawfully received from third parties subject to no restriction of confidentiality; or (c) authorised for your disclosure. Igloocompany’s Confidential Information includes this Agreement, the API/SDK and the Documentation.
“Documentation” means any specifications, reference designs or other documentation or information made available or communicated by Igloocompany to you in connection with the API/SDK.
“igloocompany Products” or “Hardware” means any smart home products developed or manufactured by or on behalf of igloocompany that is designed for use with the API/SDK, and includes any prototypes, product samples or unreleased versions provided by Igloocompany.
“Intellectual Property Rights” means all current and future copyright, patents, trade marks or rights in databases, inventions or trade secrets, know-how, rights in designs, topographies, trade and business names, domain names, marks and devices (whether or not registered) and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable of protection in any country of the world.
“PDPA” means the Singapore Personal Data Protection Act 2012 including all subsidiary legislation enacted thereunder, whether now or in the future.
“Personal Data” means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which the organisation has or is likely to have access.
GRANT OF LICENCE & SUPPORT
In consideration of the monthly license fee payable by you, and subject to the terms of this Agreement and our End User License Agreement, igloocompany grants you, your employees, contractors and other persons authorized by you to use the igloohome API/SDK Source Code, Documentation and Mobile Application on your behalf, a limited, non-transferable, non-exclusive, non-royalty bearing, revocable license:
to download, install and use the API/SDK Source Code and Documentation for the sole purpose of creating and testing applications and/or platforms for use in conjunction with the Software,
to invoke and use the API/SDK Source Code and Documentation in accordance with the public documentation of API/SDK,
to copy, use and modify the provided sample code as necessary to create and test the application and/or platforms,
to copy and use internally the API/SDK Source Code and Documentation in support of the creation and testing of your own applications and/or platforms,
to distribute the SDK library as object code for the purposes of designing, integrating, developing and testing your own applications internally within your own organization, or to your own end-user partners, or to platforms such as Apple App Store, Google Play Store, or Microsoft Store subject to an end-user license agreement that is at least as protective of our proprietary rights in the API/SDK Documentation and Software as those contained in this Agreement that includes, without limitation, terms for our benefit regarding restrictions on reverse engineering (to the maximum extent permitted by applicable law), disclaimer of warranties, and limitations of liability, and
to sublicense the SDK to your end-users of your application solely for the purpose of allowing such end-users to use the SDK as part of your application.
All rights not expressly granted to you under this license are reserved to igloocompany, and you agree not to take or permit any action with respect to the API/SDK Documentation and/or Software that is not expressly authorized under this license.
igloocompany shall provide you with the following support for your use of the igloohome API/SDK Documentation and Mobile Application: -
provision of advice in relation to software performance optimization and integration with your pre-existing software and/or platforms;
remote technical support and diagnostic by way of telephone calls, emails or remote access to you and end users, as may be required; and
provision of assistance to resolve Software-related bugs and issues as may be encountered by you and/or end user.
You shall ensure that its computer system, software and/or platforms are compatible for use with the Software, and igloocompany shall not be held accountable for any failure or lapse in the performance of the Software attributable to your inability and/or refusal to implement reasonable advice given pursuant to clause 3.3.
You shall solely be responsible for the security and/or management of all data (including personal data and API keys) transmitted via the Software to you.
igloocompany may, at its sole discretion, update or modify the API/SDK and Documentation and you acknowledge that this Agreement does not create any obligation on the part of igloocompany to update or modify the API/SDK and Documentation
You further acknowledge that updates or modifications to the API/SDK and Documentation may:
remove or restrict previously existing functionality; and/or
require you to update or modify your own Applications.
PRICING AND PAYMENT TERMS
igloocompany shall grant you use of the Software for a period of 30 days free-of-charge (the “trial period”) to start from the time we send you an email confirming your successful registration to access our Software.
The following fees shall be payable for the continued use of the Software after the trial period:
US$2.00 per active Hardware per month (the “fee”) excluding applicable VAT/GST.
For the avoidance of doubt, a Hardware is “active” for a given month IF either of the following occurs:
a PIN code is generated via API for that Hardware in that month;
a Bluetooth Key is generated via API for that Hardware in that month; and/or
any access credentials are generated via API for that Hardware in that month.
Payment shall be made on a monthly post-paid basis. Each payment cycle shall commence on the first day of each month, 00:00 (UTC+0), and end on the last of the month, 23:59 (UTC+0).
The fee is chargeable as long as a Hardware is active within the payment cycle. For the avoidance of doubt, there shall be no pro-rating of payable fees notwithstanding the Hardware becoming active late within the payment cycle.
Connections will be suspended should payment not be received within fifteen days to the date of the invoice.
igloocompany reserves the right to change the price and payment terms from time to time, but not first before providing you with a written notice (by email) 60 days before the revision of the said terms.
SALE & PURCHASE OF THE HARDWARE
You may place orders for the Hardware directly through our authorised Distributors. You may also contact us directly for bulk purchases of Hardware products.
OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You acknowledges that all intellectual property rights in or relating to the Hardware and Software are and shall remain the exclusive property of igloocompany.
You shall not remove or alter any copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated in the Hardware or any copy of the Software.
CONFIDENTIALITY & DATA PRIVACY
The structure, organization and source code of the Software and the firmware embedded in the Hardware are the valuable trade secrets and proprietary confidential information of igloocompany. You shall not provide or disclose any such confidential information in the Software and Hardware or derived from it to any third party.
The provisions of clause7.1 will not apply to any information which is:
lawfully obtained free of any duty of confidentiality (otherwise than directly or indirectly from igloocompany); or
already in your possession, provided that you can show such possession from written records (other than as a result of a breach of this clause); or
which you can demonstrate is in the public domain (other than as a result of a breach of this clause).
To the extent that any information is necessarily disclosed pursuant to a statutory or regulatory obligation or court order, such disclosure shall not be a breach of this clause.
Personal data of end users may be collected, retained, used and/or disclosed by igloocompany during the course of and after the termination of the Agreement. igloocompany’s Privacy Policy is incorporated into this Agreement with the applicable privacy laws and regulations, including the PDPA and the GDPR.
You undertake to obtain the necessary consent under the applicable laws prior to the provision of any third-party personal data to igloocompany.
TERM AND TERMINATION
The grant of Software license pursuant to this Agreement shall commence on the Effective Date.
The Software license will terminate if:-
you fail to comply with any term or condition of this Agreement, including failing to pay the license fee under this Agreement; or
your continued use of the Software violates any applicable law within either party’s country’s jurisdiction; or
a party gives three (3) month’s written notice to terminate this Agreement; or
either Party becomes insolvent or has a receiver appointed over its assets and/or business.
Upon termination of the license for any reason above, you shall uninstall the Software and destroy, and upon the request of igloocompany confirm the destruction of by way of a statutory declaration, all copies of the Software including all components of it in its possession.
The termination of the license howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination.
WARRANTY
The Hardware carries a one (1) year warranty from the date of purchase of the Hardware. Please refer to the Product Warranty, which is hereby incorporated by reference into this Agreement and made a part hereof, and which igloocompany reserves the right to amend from time to time without giving notice.
The Software is provided “as is” to you, and igloocompany makes no express warranties with respect to the Software. igloocompany hereby excludes (to the fullest extent permissible in law), all conditions, warranties (including without limitation any warranty that the Software will meet your requirements or that its operation will be uninterrupted or error free) and stipulations, express (other than those set out in this License) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in your favour. Except as set out in this license, you shall assume the entire risk as to the quality and performance of the Software.
The Company shall provide round-the-clock after-sales support to its customers in the form of customer-related enquiries and service calls related to installing and/or usage of the Company Products.
LIMITATION AND EXCLUSION OF LIABILITY
Subject to clause 9, igloocompany shall be under no liability to you whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of data, loss of savings, depletion of goodwill and like loss) howsoever caused arising out of or in connection with:
the Hardware or Software, or the manufacture or sale or supply, or failure or delay in supply, of the Hardware or Software by igloocompany or on the part of igloocompany’s employees, agents or sub-contractors;
any breach by igloocompany of any of the express or implied terms of the license;
any use made of the Hardware or Software; or
any statement made or not made, or advice given or not given, by or on behalf of igloocompany.
Subject to clause 9, and without prejudice to clause 10.1, igloocompany’s aggregate liability under this license (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or consequential loss (all three of which terms include without limitation of profits, loss of business, depletion of goodwill and like loss) howsoever caused (other than for death or personal injury caused by igloocompany’s negligence) will be limited to the license fee paid by you for the use of the Software or S$100, whichever is higher.
To the fullest extent permitted by law, you shall indemnify, defend and hold igloocompany and its associates, harmless from and against any damages, claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, (i) the use or misuse (including all third party use) of your application, technology and materials, including without limitation, the negligence, fraud and/or willful misconduct of you and/or your associates, and/or (ii) any actual or alleged infringement of law or third party right by you and/or your associates.
You acknowledge that the above provisions of clause 10 are reasonable and you accepts such risk and shall insure accordingly against such risk.
FORCE MAJEURE
Neither party shall be bound to fulfill its obligations hereunder in circumstances of Force Majeure (but only for so long as such circumstances subsist). In the event of Force Majeure subsisting for a period in excess of six (6) months, this Agreement shall (save with respect to any antecedent liability of either party hereunder and unless both the parties shall agree otherwise) terminate and be deemed null and void. In the event of Force Majeure, the parties will use their best endeavors to and will take all reasonable measures available to mitigate the effect of such Force Majeure.
GOVERNING LAW AND JURISDICTION
The formation, existence, construction, performance, validity and all aspects whatsoever of the license or of any term of the license shall be governed by the laws of Singapore.
Subject to clause 12.3 below, the courts of Singapore shall have the exclusive jurisdiction to settle any disputes which may arise out of or in connection with the license and/or this Agreement. The parties irrevocably agree to submit to that jurisdiction.
The agreement contained in clause 12.1 above is included for the benefit of igloocompany. Accordingly, igloocompany retains the right to bring proceedings in any other court of competent jurisdiction. You irrevocably waives any objection to, and agree to submit to, the jurisdiction of such other courts.
You irrevocably agrees that a judgment or order of any court referred to in this clause is conclusive and binding upon it and may be enforced against it in the courts of any other jurisdiction.
COMPLIANCE WITH APPLICABLE LAW
You acknowledge and agree that notwithstanding the fact that the license is governed by the laws of Singapore, you may be subject to additional laws in other jurisdictions with respect to its use of the Software. You shall comply with the laws of any jurisdiction that apply to the Software, including without limitation any applicable export laws or regulations.
GENERAL
If any clause or part of the license or this Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the license and will be ineffective without, as far as is possible, modifying any other clause or part of the license and this will not affect any other provisions of the license which shall remain in full force and effect.
No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
This Agreement contains all the terms which the parties have agreed in relation to the subject matter of the license and supersedes any prior written or oral agreements, representations or understandings between the parties in relation to such subject matter.
Subject to clause 47, igloocompany reserves the right to revise the other terms of this Agreement by updating the Agreement on its web site, and by notifying you by email. You are advised to check your email periodically for notices concerning revisions, and update us of a change of email address. The continued use of the Software by you shall be deemed to constitute an acceptance of any revised terms.
You may not assign the benefit (including any present, future or contingent interest or right to any sums or damages payable by either party under or in connection with the license) or delegate the burden of the license or hold the license on trust for any other person.
A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any of its terms.