Your use of the SmartAlloc SaaS and associated media, printed materials, and online or electronic documentation (collectively, the “SmartAlloc Software”) is subject to these Specific Terms (“SmartAlloc Terms“), which form a legally binding agreement between you (either an individual or a single corporate entity) and SensorFlow Pte. Ltd. (“SensorFlow“).
This SmartAlloc Terms supplements and is incorporated into the SensorFlow Terms of Service, and this SmartAlloc Terms shall be read in conjunction with the SensorFlow Terms of Service and your Purchase Order. In the event of any conflict between the SensorFlow Terms of Service and this SmartAlloc Terms, the provisions of this SmartAlloc Terms shall prevail. All terms used in this SmartAlloc Terms shall, unless otherwise specified, bear the meanings defined in the SensorFlow Terms of Service.
By using the SmartAlloc Software, you irrevocably agree to be bound by the terms of this SmartAlloc Terms which shall be valid, legally binding and enforceable against you as of the License Commencement Date specified in your Purchase Order.
The SmartAlloc Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. For the avoidance of doubt, the SmartAlloc Software shall be licensed, and not sold, to you upon the terms and conditions contained in this SmartAlloc Terms.
SensorFlow reserves the exclusive right to periodically update this SmartAlloc Terms unilaterally at its discretion at any time, by posting the new SmartAlloc Terms on its website. You are encouraged to review these Terms periodically for changes. Your use of the SmartAlloc Software after the posting of any modifications to this SmartAlloc Terms will constitute your acceptance of the terms and conditions of this SmartAlloc Terms, as modified, without any further action being required on your part.
1. GRANT OF LICENSE AND LICENSE TERMS.
1.1 License. Subject to payment of the applicable license fees and compliance with this SmartAlloc Terms, SensorFlow grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to:
(a) download, install, activate, access and use the SmartAlloc Software at the Place of Use specified in your Purchase Order; and
(b) use the SmartAlloc Software for internal purposes of testing, servicing and supporting the SmartAlloc Software,
in accordance with the terms of this SmartAlloc Terms.
1.2 License Fees. You shall pay the license fees set out in your Purchase Order (“License Fees”) subject to the terms and conditions of the Agreement and Section 3 below. Should average occupancy using data from your PMS indicate greater than 75% occupancy for any particular month, no License Fees shall be payable for that month.
1.3 License Commencement Date. SensorFlow shall deliver or otherwise make available the SmartAlloc Software to you on the License Commencement Date specified in your Purchase Order.
1.4 Updates and Upgrades. From time to time, SensorFlow may issue updates and upgrades to the SmartAlloc Software. For so long as you have a valid Software license, you are eligible to receive such updates and upgrades.
1.5 Access and Use. You may download, install, activate, access and use the SmartAlloc Software at the Place of Use specified in your Purchase Order. You do not have any right to distribute the SmartAlloc Software. You agree to only use the SmartAlloc Software as expressly permitted herein.
1.6 Third-Party Software. Notwithstanding the provisions of this SmartAlloc Terms, all or any portion of the SmartAlloc Software which constitutes third-party software is licensed to you subject to the terms and conditions of the software license agreement accompanying such third-party software whether in the form of a discrete agreement, shrink wrap license or electronic license terms accepted at time of download. Use of the third-party software by you shall be governed entirely by the terms and conditions of such license.
1.7 Compliance with Applicable Laws. You shall comply with all applicable laws, orders and consents (including all conditions imposed thereon) regarding the use of the SmartAlloc Software.
1.8 Restrictions on Use. Except to the extent that such restriction is not permitted under applicable law and in addition to the restrictions set out in the SensorFlow Terms of Service, you are not permitted to, and you agree not to:
(a) distribute, transfer, sell, license or otherwise make available the SmartAlloc Software as a single product or on a stand-alone basis to any third party;
(b) reverse engineer, decompile, disassemble, customize, modify, enhance, create derivative works of or otherwise change the SmartAlloc Software;
(c) distribute or sublicense the SmartAlloc Software;
(d) use the SmartAlloc Software in any premises for any purpose, other than at the Place of Use; or
Unauthorized copying of the SmartAlloc Software or failure to comply with the restrictions in this SmartAlloc Terms (or other breach of the license herein) will result in automatic termination of this SmartAlloc Terms and you agree that it will constitute immediate, irreparable harm to SensorFlow for which monetary damages would be an inadequate remedy, and that injunctive relief will be an appropriate remedy for such breach.
1.9 License Warranty. In respect of the license of the SmartAlloc Software, SensorFlow represents and warrants that it has the right and power to grant the license granted herein, there are no other agreements with any other party in conflict with such grant, and it has no actual knowledge that the SmartAlloc Software infringes any valid rights of any third party.
2. SUPPORT SERVICES
2.1 Support Services. SensorFlow may provide you with additional support services as specified in your Purchase Order.
2.2 Your Cooperation. In order for SensorFlow to provide the support services to you, you shall:
(a) provide SensorFlow with access to the Place of Use, information, system facilities and computer networks that are reasonably necessary to provide the support services;
(b) cooperate with SensorFlow and follow all reasonable directions provided by SensorFlow to resolve technical problems;
2.3 Exclusions. SensorFlow is not obliged to provide support services in connection with:
(a) any issues with the SmartAlloc Software that are directly attributable to modifications undertaken without SensorFlow’s authorization, the incorporation of any part or component of the SmartAlloc Software into other software; or
(b) any issue with any part or component of the SmartAlloc Software which is directly attributable to your negligence, abuse or misuse or breach of the Agreement or by any causes beyond SensorFlow’s reasonable control.
3. PAYMENT TERMS
3.1 Invoicing and Payment.
3.1.1 SensorFlow shall invoice you and you shall pay, in full, all undisputed invoices in accordance with the terms set out in your Purchase Order and the relevant Specific Terms. All invoices are deemed to be valid, save in the case of manifest errors, which you must notify in writing to SensorFlow within five (5) calendar days of the date of such invoice (with an explanation of your reasons for dispute).
3.1.2 You shall provide accurate and complete information for a valid payment method that you are authorised to use. You will be billed for your applicable fees through the payment method that was provided. You shall promptly notify us of any change in your invoicing details and must update your account with any changes related to your payment method. BY SUBSCRIBING TO THE SMARTALLOC SOFTWARE, YOU AUTHORISE SENSORFLOW OR ITS AGENT TO CHARGE THE SELECTED PAYMENT METHOD ON A RECURRING BASIS (“AUTHORISATION”) FOR: (a) THE APPLICABLE LICENSE FEES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES NOT SPECIFIED IN YOUR PURCHASE ORDER WHICH ARE INCURRED IN CONNECTION WITH YOUR USE OF THE SMARTALLOC SOFTWARE (INCLUDING ADDITIONAL SERVICES) AS MAY BE NOTIFIED BY SENSORFLOW TO YOU FOR SUCH USE. The Authorisation shall remain valid and binding throughout the term of there SmartAlloc Terms.
3.2 Taxes. All fees are exclusive of all Taxes. You are solely responsible for paying all taxes applicable to your subscription to the SmartAlloc Software. All payments by you hereunder shall be made in full without any deduction or withholding (whether in respect of any set-off, counter-claim, charges, Taxes, duties or otherwise whatsoever) unless the deduction or withholding is required by applicable laws, in which event you will pay such additional amounts as will result in the receipt by SensorFlow of the net amount after such deduction or withholding equal to the amount which would otherwise have been receivable by SensorFlow had no such deduction or withholding been required.
3.3 Overdue Payments. If any undisputed amount due to be paid by you to SensorFlow under the Agreement remains unpaid as of the date falling thirty (30) days after the due date, SensorFlow reserves the right to (a) charge you interest on the overdue amount and/or (b) suspend the performance of any of its obligations pursuant to the Agreement or these SmartAlloc Terms (including the suspension of your access to or use of the SmartAlloc Software and/or deactivation of your access to the SmartAlloc Software).
3.4 No Refund. Except as expressly provided otherwise in your Purchase Order, all fees are non-refundable.
4. TERM AND TERMINATION
4.1 Term. This SmartAlloc Terms commences on the License Commencement Date and shall continue in effect until all subscriptions hereunder have expired or have been terminated in accordance with the Agreement. The applicable term of each subscription shall be as specified in your Purchase Order.
4.2.1 Except as otherwise expressly specified in your Purchase Order, subscriptions will automatically renew for additional periods equal to the expiring subscription term unless (a) either party gives the other notice of non-renewal at least thirty (30) calendar days before the end of the prevailing subscription term or (b) the Agreement or this SmartAlloc Terms are terminated in accordance with Section 6.3 of the SensorFlow Terms of Service.
4.2.2 Except as otherwise expressly provided in your Purchase Order, any renewal of promotional, discounted or one-time priced subscriptions will be at SensorFlow’s prevailing list price in effect at the time of such renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
4.3 Termination. This SmartAlloc Terms may be terminated by SensorFlow in accordance with Section 6.2 and 6.3 of the SensorFlow Terms of Service. This SmartAlloc Terms will also terminate immediately and without additional notice in the event you breach this SmartAlloc Terms and/or fail to comply with any term or condition of this SmartAlloc Terms. Sections 6.4 to 6.6 of the SensorFlow Terms of Service shall apply to any such termination.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Intellectual Property Rights. Please refer to Section 3 of the SensorFlow Terms of Service which shall apply to the SmartAlloc Software.
5.2 Your Rights. Your rights to use the SmartAlloc Software are strictly limited to those expressly granted under the Terms of Service and this SmartAlloc Terms. No other rights with respect to the SmartAlloc Software or any related Intellectual Property Rights are granted or implied and you shall not claim, any rights, title, ownership or interest in and to the SmartAlloc Software, and/or any deliverables provided by SensorFlow under the Terms of Service or this SmartAlloc Terms, including all modifications, upgrades, derivative works and all intellectual property relating thereto, or any sales, marketing and promotional materials relating thereto. You agree to use reasonable efforts to protect the SmartAlloc Software from any unauthorized use, modification, reproduction, distribution and publication.
6.1 EXCEPT AS MAY BE SET OUT IN A SPECIFIC WARRANTY ACCOMPANYING THE SMARTALLOC SOFTWARE, THE DISCLAIMERS SET OUT IN SECTION 7 OF THE SENSORFLOW TERMS OF SERVICES SHALL APPLY TO THE SMARTALLOC SOFTWARE.