Mobbiz Solutions Pte. Ltd.
End-User License Agreement
Version 1.0 · Effective Date: 1 January 2024
160 Robinson Road #14-04, Singapore 068914
info@MobbizSolutions.com · www.MobbizSolutions.com
IMPORTANT — PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE MOBBIZ PLATFORM. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
1. Definitions
In this Agreement, the following terms have the meanings set out below:
"Agreement" means this End-User License Agreement, including any schedules or annexes.
"Authorised User" means any individual authorised by the Licensee to access and use the Services under the Licensee's account.
"Confidential Information" means all non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential, given the nature of the information.
"Data" means all data, content, and information submitted by the Licensee or its Authorised Users through the Services.
"Documentation" means the user guides, online help, and technical documentation provided by Mobbiz relating to the Services.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, and any other intellectual or industrial property rights anywhere in the world.
"Licensee" means the individual or entity that has accepted this Agreement and is accessing or using the Services.
"Mobbiz" means Mobbiz Solutions Pte. Ltd. (UEN: 201722079E), a company incorporated in Singapore.
"Services" means Mobbiz's online software-as-a-service platform, including any related APIs, mobile applications, desktop applications, and integrations.
"Subscription" means the paid or trial access to the Services as set out in an applicable Order Form or subscription plan.
"Third-Party Services" means services, software, or platforms provided by third parties that are integrated with or accessible through the Services.
2. Grant of License
2.1 License Grant
Subject to the Licensee's compliance with this Agreement and payment of applicable fees, Mobbiz grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for the Licensee's internal business purposes during the applicable Subscription term.
2.2 Authorized Users
The Licensee may permit its Authorised Users to access and use the Services, provided that the Licensee remains responsible for all acts and omissions of its Authorised Users and ensures that each Authorised User complies with this Agreement.
2.3 Restrictions
The Licensee must not, and must ensure that its Authorised Users do not:
- Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services;
- Sell, resell, sublicense, transfer, assign, or otherwise dispose of the Services or any rights therein to any third party;
- Use the Services to provide services bureau, time-sharing, or other services to third parties;
- Remove, alter, or obscure any proprietary notices on the Services or Documentation;
- Use the Services in violation of applicable law or regulation;
- Interfere with or disrupt the integrity or performance of the Services or any data contained therein;
- Attempt to gain unauthorised access to the Services or related systems or networks;
- Use the Services to transmit viruses, malware, or other harmful code.
3. Third-Party Integrations
3.1 Third-Party Services
The Services may integrate with or provide access to services, software, or platforms operated by third parties ("Third-Party Services"), including but not limited to accounting, payroll, and business management platforms. The list of supported Third-Party Services may be updated from time to time at Mobbiz's discretion. Mobbiz does not endorse and is not responsible for any Third-Party Services. The Licensee's use of any Third-Party Service is at its own risk and subject to the applicable third party's own terms of service and privacy policy.
3.2 Authorisation
By enabling any Third-Party Service integration, the Licensee authorises Mobbiz to access and interact with the Licensee's account on such Third-Party Service solely for the purposes of providing the Services and as configured by the Licensee. The Licensee may revoke this authorisation at any time through the Settings section of the Services or directly through the applicable Third-Party Service's platform. Mobbiz is not a party to, and has no liability under, any agreement between the Licensee and any third-party provider.
4. Data and Privacy
4.1 Licensee Data
As between Mobbiz and the Licensee, the Licensee retains all right, title, and interest in and to the Data. The Licensee grants Mobbiz a limited, non-exclusive license to process the Data solely to provide and improve the Services and as described in the Privacy Policy.
4.2 Privacy Policy
Mobbiz's collection and use of personal information in connection with the Services is governed by Mobbiz's Privacy Policy, available at www.MobbizSolutions.com/privacy-policy, which is incorporated into this Agreement by reference.
4.3 Data Security
Mobbiz will implement and maintain commercially reasonable technical and organisational measures to protect Data against unauthorised access, disclosure, or loss. The Licensee acknowledges that no security measures are 100% effective and Mobbiz does not guarantee absolute security.
4.4 Data Retention
Mobbiz will retain Data for as long as necessary to provide the Services or as required by applicable law. Upon termination of this Agreement, Mobbiz will delete or return Data in accordance with its data retention policy.
4.5 Singapore Personal Data Protection
Both parties agree to comply with the Personal Data Protection Act 2012 (Singapore) (PDPA) and any other applicable data protection laws in connection with their respective activities under this Agreement.
In the event of a confirmed or reasonably suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Data transmitted or stored by Mobbiz (a "Security Incident"), Mobbiz will notify the Licensee without undue delay and, where feasible, within seventy-two (72) hours of becoming aware of the Security Incident. Such notification will include, to the extent then known:
- (i) a description of the nature of the Security Incident and the categories of Data and data subjects affected;
- (ii) the contact details of Mobbiz's designated data protection officer or equivalent contact;
- (iii) the likely consequences of the Security Incident; and
- (iv) the measures taken or proposed by Mobbiz to address and mitigate the Security Incident.
Where notification to the relevant supervisory authority is required by applicable law, including the Personal Data Protection Commission of Singapore, Mobbiz will make such notification within the prescribed timeframes. Notification of a Security Incident does not constitute an admission of liability by Mobbiz.
5. Subscription and Payment
5.1 Fees
Access to the Services is subject to payment of the applicable Subscription fees as set out in the relevant Order Form or subscription plan. All fees are exclusive of applicable taxes.
5.2 Payment
Fees are due and payable in accordance with the payment terms specified in the applicable Order Form. Mobbiz reserves the right to suspend or terminate access to the Services if payment is not received by the due date.
5.3 Changes to Fees
Mobbiz may change its Subscription fees at any time upon thirty (30) days' written notice to the Licensee. Continued use of the Services after the notice period constitutes acceptance of the revised fees.
5.4 No Refunds
Except as required by applicable law or as expressly set out in an Order Form, all fees paid are non-refundable.
6. Intellectual Property
6.1 Mobbiz IP
The Services, Documentation, and all Intellectual Property Rights therein are and remain the exclusive property of Mobbiz and its licensors. Nothing in this Agreement transfers any ownership of Intellectual Property Rights to the Licensee.
6.2 Feedback
If the Licensee or any Authorised User provides Mobbiz with suggestions, ideas, or feedback relating to the Services ("Feedback"), the Licensee grants Mobbiz a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Services without obligation to the Licensee.
6.3 Licensee Marks
Mobbiz may reference the Licensee as a customer of the Services in its marketing materials unless the Licensee notifies Mobbiz in writing that it objects to such reference.
7. Confidentiality
Each party agrees to: (a) keep the other party's Confidential Information strictly confidential; (b) not disclose such Confidential Information to any third party without the other party's prior written consent; and (c) use such Confidential Information solely for the purposes of this Agreement. These obligations do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known to the receiving party before disclosure; (iii) is independently developed by the receiving party without use of the Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prior written notice to the disclosing party where practicable.
8. Warranties and Disclaimers
8.1 Mobbiz Warranties
Mobbiz warrants that: (a) it has the right to grant the licenses in this Agreement; and (b) the Services will perform materially in accordance with the Documentation under normal use conditions.
8.2 Disclaimer
EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 8.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOBBIZ EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MOBBIZ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8.3 Third-Party Services
Mobbiz makes no representations or warranties regarding any Third-Party Services. The Licensee's use of any Third-Party Service is entirely at its own risk.
9. Limitation of Liability
9.1 Exclusion of Consequential Loss
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOBBIZ'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY THE LICENSEE TO MOBBIZ IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3 Essential Basis
The Licensee acknowledges that the limitations of liability in this clause reflect a reasonable allocation of risk and are an essential basis of the bargain between the parties.
10. Term and Termination
10.1 Term
This Agreement commences on the date the Licensee first accepts it and continues for the duration of the applicable Subscription, unless earlier terminated in accordance with this clause.
10.2 Termination for Convenience
Either party may terminate this Agreement for convenience by providing thirty (30) days' written notice to the other party, subject to any minimum commitment period in an applicable Order Form.
10.3 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within fourteen (14) days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any insolvency or bankruptcy proceedings.
10.4 Effect of Termination
Upon termination: (a) all licenses granted under this Agreement will immediately cease; (b) each party will return or destroy the other party's Confidential Information; and (c) the Licensee must pay all outstanding fees. Clauses that by their nature should survive termination will do so, including clauses 6, 7, 8, 9, and 12.
11. Indemnification
The Licensee will indemnify, defend, and hold harmless Mobbiz and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Licensee's or any Authorised User's use of the Services in violation of this Agreement; (b) the Licensee's Data, including any claim that such Data infringes any third party's Intellectual Property Rights; or (c) the Licensee's breach of any applicable law or regulation.
12. General
12.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.
12.2 Dispute Resolution
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC), which rules are deemed incorporated by reference into this clause.
12.3 Entire Agreement
This Agreement, together with any applicable Order Form and the Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings.
12.4 Amendments
Mobbiz may update this Agreement from time to time. Mobbiz will provide reasonable notice of material changes. Continued use of the Services after the effective date of any update constitutes acceptance of the revised Agreement.
12.5 Waiver
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
12.6 Severability
If any provision of this Agreement is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
12.7 Assignment
The Licensee may not assign or transfer this Agreement or any rights hereunder without Mobbiz's prior written consent. Mobbiz may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
12.8 Notices
All notices under this Agreement must be in writing and sent to: Mobbiz Solutions Pte. Ltd., 160 Robinson Road #14-04, Singapore 068914, or to info@MobbizSolutions.com.
12.9 Force Majeure
Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, or internet or telecommunications failures.
12.10 Relationship of Parties
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
Contact Us
Mobbiz Solutions Pte. Ltd.
160 Robinson Road #14-04, Singapore 068914
Email: info@MobbizSolutions.com
Website: www.MobbizSolutions.com
