Please read this Agreement (the "Agreement") carefully before using the Scantist web-application (the "software") offered by Scantist Pte. Ltd. ("Scantist"). By using the software in any manner and/or by clicking "I accept" or "Submit", you ("customer") agree that you have read and agree on behalf of yourself and your company or organization to be bound by and a party to the terms and conditions of this Agreement to the exclusion of all other terms. If you enter into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority, or if you do not unconditionally agree to all the terms and conditions of the Agreement, you have no right to use the software. Use of the software is expressly conditioned upon your assent to all the terms and conditions of this Agreement, to the exclusion of all other terms.
Subject to the terms of this Agreement, Scantist grants to Customer a Non-sublicensable, non-exclusive license to use the Software solely in accordance with, and during the term of, this Agreement. Scantist shall always, without exception, retain all ownership of the Software and all copies thereof. The Customer shall not (and shall not allow any third party to) reproduce or modify the Software or any portion thereof. The Customer shall also not rent, sell, lease or otherwise transfer the Software or any part thereof or use it for the benefit of a third party. The Customer shall also not intentionally or unintentionally reverse assemble, reverse compile or reverse engineer the Software, or otherwise attempt to discover any Software source code.
Scantist reserves the right, at its sole discretion, to modify this Agreement at any time by posting a notice on its website, and/or by notifying the Customer via email. The Customer shall be responsible for reviewing and understanding any such modifications. Customer's use of the Software following such notification shall be constituted as the Customer's acceptance of the modified terms and conditions of this Agreement.
This Agreement does not entitle Customer to any support, upgrades, patches, enhancements, or fixes for the Software (collectively, "Support"). Any such Support for the Software that may be made available by Scantist shall be subject to a master services agreement or other written and mutually signed documentation between Customer (or Customer's employer) and Scantist.
Customer agrees that Scantist shall have no liability whatsoever for any use Customer or any third party makes of the Software. Customer hereby agrees to indemnify and hold harmless Scantist from any and all damages, liability, costs, and expenses (including attorney's fees) arising from claims related to the Customer's use of the Software.
Customer may, at its discretion, provide feedback to Scantist with respect to its use of the Software ("Feedback"). Feedback may include, without limitation, errors or difficulties discovered in the Software and the characteristic conditions and symptoms of the errors and difficulties. Unless specifically agreed in writing, Feedback provided by Customer shall not create any confidentiality obligation for Scantist, and Scantist shall be free to use the Feedback as it sees fit.
SCANTIST PROVIDES THE SOFTWARE "AS IS" WITHOUT WARRANTY OF ANY KIND, AND SCANTIST DISCLAIMS ALL WARRANTIES RELATING TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
SCANTIST SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR (EXCEPT FOR RETURN OF AMOUNTS, IF ANY, PAID TO SCANTIST HEREUNDER) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. SCANTIST SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
This Agreement shall become effective only upon Customer's clicking the "I Accept" or "Submit" button (as applicable) or Customer's download or first use of the Software, whichever is earlier, and it shall be governed by and construed in accordance with the laws of Singapore without regard to the conflicts of laws provisioned therein. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys' fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
This Agreement, together with any agreement, policy or guideline referenced in this Agreement (including without limitation any master services agreement between Customer (or Customer's employer) and Scantist), constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof and the Software, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. To the extent there is any conflict between this Agreement and such mutually executed master services agreement, the master services agreement shall prevail. Except as expressly provided herein, any modifications of this Agreement must be in writing and signed by both parties.
This Agreement may be terminated by Scantist for any reason or no reason upon seven (7) days’ written notice to the Customer, or immediately upon notice of any breach by Customer of the provisions of this Agreement. Upon termination, the license granted hereunder will terminate and the Customer shall immediately destroy any and all documents, notes and other materials regarding the Software (including physical copies, if any), and an officer of the Customer shall certify the same to Scantist upon Scantist' request; otherwise, the other terms of this Agreement will remain in effect.
EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.