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Terms and Conditions of Use
The contracting parties hereby agree to the following terms and conditions:
This Service Agreement (hereinafter referred to as the "Agreement") is entered into by and between Pacemaker Global Pte Ltd, a Singapore based company (hereinafter referred to as "Pacemaker"), and the person or company acknowledging this Agreement (hereinafter referred to as the "Customer").
1. Provision of Service.
(a) Pacemaker will provide Customer access to the Pacemaker Programme (hereinafter referred to as the "Service") which will permit the assessment, development and implementation of the concepts of corporate tribal attributes, as in the book 'Great Boss Dead Boss' by Ray Immelman, within Customer's organization pursuant to the terms of this Agreement.
(b) Pacemaker may change Service features and functionality from time to time. Notice of any such changes will be communicated to Customer before implementation.
(c) Customer is responsible for its own compliance with this Agreement, including without limitation the compliance of its employees, officers, agents, and any third party that Customer invites to participate in the Service.
(a) Customer's use of the Service will result in fees as set forth in the Pacemaker Programme Implementation Proposal (hereinafter referred to as the 'Proposal'). Customer agrees to pay said fees within fourteen (14) days of receipt of such invoice. Customer will pay on all amounts past due, that have not been disputed specifically in writing and in reasonable good faith, an interest charge of one and one-half percent (1.5%) per month computed from the due date of each payment, or the maximum rate permitted by local law, whichever is the lesser. Customer will be liable for attorneys' and collection fees arising from Pacemaker's efforts to collect unpaid balances.
(b) All payments will be in Singapore Dollars.
(c) Customer agrees to pay all state and local sales, use, value added or other taxes (collectively referred to as "Chargeable Taxes"), except for taxes on Pacemaker\'s net income which may be assessed against Pacemaker with respect to this Agreement. Pacemaker will include Chargeable Taxes in its invoices and Customer will pay to Pacemaker the taxes so invoiced.
(d) All overdue balances and accounts will be forwarded to a collection agency selected at the discretion of Pacemaker after the 30th day of non-payment.
(a) The Service and all related documentation, survey instruments, proprietary methodology, processes and software programmes are subject to international copyright laws and any unauthorised use, reproduction or distribution, whether in part or in full, is illegal. Customer will not, and will not permit, assist, or allow others to, reverse engineer, decompile, disassemble, re-engineer, or otherwise discover, recreate, or attempt to discover or recreate the Service or any of its constituent parts. Customer will not modify or attempt to modify the Service or sublicense or charge others to use or access the Service. Customer will not use the Service in any way not expressly authorized by this Agreement.
(b) Any and all intellectual property that may be developed during the implementation of the Service remains the property of Pacemaker. Pacemaker retains the right to assimilate the results of the Service in its database for purposes of aggregation.
4. Security, Privacy, and Access.
(a) Pacemaker will exercise reasonable care to prevent any unauthorized person or entity from gaining access to Customer information (hereinafter referred to as 'Customer Data'). Each party will promptly notify the other of any unauthorized access to or use of Customer Data or passwords. The parties will make reasonable efforts to take remedial measures to address any such unauthorized access.
(b) Pacemaker will not be liable for any damages incurred by Customer arising out of or related to the use of the Service, including without limitation in connection with any unauthorized access to or disclosure of Customer Data, resulting from the actions of Customer, any third party, or from the failure of electronic or other security measures.
(c) Pacemaker has the right to disclose any information arising out of the Service, including without limitation Customer Data, as necessary to satisfy any law, regulation, or demand of government or of internal auditors or to protect Pacemaker or its customers.
(d) Pacemaker may remove or refuse to disclose any materials that it finds, at its sole discretion, to be offensive, undesirable, in violation of this Agreement, or otherwise unacceptable. However, Pacemaker has no obligation to remove any such materials.
(e) Customer will not disclose any passwords to any third party not authorized to use the Service.
(f) Customer grants Pacemaker the right to display Customer's company or entity name and logo on its customer list, which is used for Pacemaker's marketing purposes (brochures, web site, etc.) Customer's authorized representative may request removal from this list at any time by written request.
5. Limited Warranty; Limitation of Liability.
(a) Pacemaker warrants that the Service will be provided with due care. EXCEPT FOR THE FOREGOING, Pacemaker DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE. Furthermore, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL Pacemaker BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SAVINGS, OR OTHER INDIRECT, SPECIAL, COVER, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES MAY ARISE OUT OF OR RELATED TO THIS AGREEMENT OR TO THE USE OR INABILITY TO USE THE SERVICE. In no event will Pacemaker's total liability for damages, losses, or causes of action, whether in contract or tort, including without limitation negligence, either jointly or severally, exceed the aggregate Singapore Dollar amount paid by Customer to Pacemaker in the three (3) months prior to the claimed injury or damage.
(b) Pacemaker is not liable for the accuracy, truthfulness, or validity of any data entered by Customer or provided through the Service. Pacemaker is not liable for the loss of any Customer Data.
its sole discretion, Pacemaker may provide to Customer all information derived from or generated by the Service 'as is'. Pacemaker accepts no liability whatsoever for the nature or quality of results and information generated by the Service and will not in any way be held liable for any decisions taken by Customer based on such results and information nor for any loss, in whatever form, resulting from such decisions.
(d) Customer's sole and exclusive remedy, if it is dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices of Pacemaker is to discontinue using the Service.
Customer will indemnify and hold harmless Pacemaker and its affiliates, employees, officers, directors, agents, licensors, successors and assigns from all damages and liability, including without limitation reasonable attorneys' fees, incurred as a result of:
(a) Customer's violation of its obligations under this Agreement,
(b) the negligent or willful acts of Customer, or
(c) the violation by Customer of Pacemaker's or any third party's rights, including without limitation privacy rights, other property rights, trade secrets, proprietary information, trademark, copyright, or patent rights, and claims for libel, slander, or unfair trade practices related to the use or operation of the Service. Customer's obligation to indemnify will survive the expiration or termination of this Agreement by either party for any reason.
7. Termination and Cessation of Service.
(a) Either party may terminate this agreement at any time by giving written notice to the other party. The following obligations will survive the termination of the Agreement for any reason: (i) indemnification obligations set forth in Section 7 above; (ii) fee obligations set forth in section 2 above that become due under this Agreement before termination; and (iii) any other provision hereof where the context of such provision indicates an intent that it will survive the term or termination of this Agreement.
(b) Pacemaker may deny Customer access to all or part of the Service without notice if Pacemaker believes, in its sole discretion, that Customer may have violated any of the terms of this Agreement.
8. Interruption of Service.
(a) IN CASES WHERE THE SERVICE, OR ANY PART THEREOF, IS DEPENDENT ON INTERNET TRANSMISSION, Pacemaker WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO INTERRUPTION OF, OR DEFECTS IN TRANSMISSION OF, THE SERVICE, including without limitation interruptions or defects due to inability to access the Internet or any part thereof, equipment modifications, upgrades, relocations, or repairs. No reduction of payments will be made in the case of temporary interruption of or defects in transmission of the Service.
(b) Pacemaker will not be liable for interruption of or delays in the Service caused by acts of God, fire, water, riots, acts of Government, acts or omissions of Internet backbone providers, or any other causes beyond Pacemaker's control.
(a) This Agreement constitutes the entire Agreement between Pacemaker and Customer regarding the subject matter hereof and expressly supersedes any prior or contemporaneous written or oral agreements between the parties regarding the subject matter hereof, including without limitation any offer, purchase order, or other similar instrument in writing. This Agreement may not be amended, altered, or changed except by a written agreement signed by the duly authorized representatives of both parties.
(b) In the event that any provision of this Agreement is held to be unenforceable, such provision will be construed as nearly as possible to reflect its original intent and the remainder of this Agreement will remain in full force and effect.
(c) Customer's rights in this Agreement are not assignable. Pacemaker may assign its rights and obligations under this Agreement to third parties.
(d) This Agreement is to be construed in accordance with and governed by the internal laws of the Republic of Singapore without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the Republic of Singapore to the rights and duties of the parties. The parties agree that any claim, controversy, or dispute arising out of or relating to this Agreement will be settled by final and binding arbitration to be conducted by an arbitrator appointed by the Singapore Arbitration Board. The decision of the arbitrator will be binding; provided that Pacemaker may bring an action in a court of law (i) involving allegations of personal injury to a third party, or (ii) for injunctive or other equitable or extraordinary relief.
(e) The remedies provided in this Agreement and at law or in equity are cumulative and not exclusive. The failure by either party to exercise any such right or remedy under this Agreement or otherwise available at law or in equity will not be deemed a waiver of any subsequent right or remedy.
(f) No person or entity who is not a party to this Agreement will derive any rights whatsoever hereunder as a third party beneficiary of this Agreement.
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