GEVME Subscription Agreement
|“Attendee”||is an individual or entity who has registered an account for the purposes of attending an event;|
|“Client”or “You”||is an individual or entity who has entered into this Subscription Agreement with GEVME;|
|“Content”||all text, documents, software, scripts, graphics, photos, sounds, music, videos, audio-visual combinations, interactive features, and other materials attendees, clients may view on, access through, or contribute to the Service;|
|“GlobalSign.In Pte Ltd”, “GSI”||is an event management company that is located at their registered address, 28 Genting Lane, #01-01 Platinum 28, Singapore 349585 with Company Registration Number 200704830D and for the purposes of this agreement referred to as “GSI” and/or “Company” where applicable.|
|“Intellectual property rights”||are any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, utility models, domain names and all similar rights.|
|“Service”||includes the GEVME’s event management platform, applications, technological tools, products, features and offering that is made available by GSI to its clients and/or attendees including manpower and/or resources provided by GSI as and when required and on terms agreed on|
|“Site”||refers to www.gevme.com (or any of our other websites including various top-level domains as well as various sub-domains and aliases of these domains)|
“Affiliate” means an organization that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership of more than 50% of the voting interests of the organization.“User Personal Data” means identifying information relating to Authorized Users, such as name, user name, billing information and email address, furnished by you or Authorized Users to GlobalSign.in Pte Ltd in connection with their access and use of the Service.
“Channel Partner” means an entity that has entered into a reseller, managed service provider or similar relationship with GlobalSign.in Pte Ltd pursuant to which such entity is authorized by GlobalSign.in Pte Ltd either to sublicense the Service to its own customers or to use the Service as a component of its own service offerings to its customers. Channel Partners are not the agents or representatives of GlobalSign.in Pte Ltd; and GlobalSign.in Pte Ltd accepts no responsibility for the actions or omissions of Channel Partners other than GlobalSign.in Pte Ltd’s own undertakings to you as set out in this Agreement. Except as otherwise provided herein, anyone gaining access to the Service through a Channel Partner is subject to the terms of this Agreement.
“Authorized User” means your individual employee, agent or contractor, who is authorized by you to access and use the Service pursuant to the terms of the applicable Order and this Agreement.
“Customer Data” means the data, content and other material that you and/or any Authorized User run on or through the Service, cause to interface with the Service, upload to the Service, or otherwise transfer, process, use or store in connection with the Service.
“Order” means a separate (a) online order for a Service completed and submitted by you through the Site and accepted by GlobalSign.in Pte Ltd, (b) written order for a Service pursuant to this Agreement executed by both GlobalSign.in Pte Ltd and a Customer Entity
This GEVME Subscription Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Service (as defined below), and is an agreement between GlobalSign.in Pte Ltd, Inc. (“GlobalSign.in Pte Ltd,” “we,” “us,” or “our”) and you or the entity you represent (“you”).
This Agreement takes effect when you click an “I Accept,” “Sign up” or similar button or check box presented with these terms or, if earlier, when you access or use the Service (the “Effective Date”). By accepting this Agreement, you agree to be legally bound by its terms. You represent to GlobalSign.in Pte Ltd that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent that you have legal authority to bind that entity.
- Subscription Authorizations.
2.1 Subject to the terms of this Agreement, the relevant policies and Order (as defined above), GlobalSign.in Pte Ltd and/or GEVME authorizes you to access and use the Service and Documentation solely for your internal business use, by and through Authorized Users. The said use is limited to the scope of this agreement, and is non-exclusive and, subject to Sections 2.2 and 20.2, non-transferable.
2.2 The Parties will agree on the prices that you will pay and other transaction-specific terms through Orders under this Agreement. Each Order will be deemed to incorporate all of the terms of this Agreement. If a term in an Order conflicts with, or is different than, a term in this Agreement, the provisions of this Agreement will prevail unless any term in the Order specifically states otherwise.
2.3 Subject to GlobalSign.in Pte Ltd’s acceptance, you or your Affiliates (each, a “Customer Entity”) may enter into Orders. Each Order will be a separate agreement between GlobalSign.in Pte Ltd and the Customer Entity that signs the Order and in each such case, all references to “you” in this Agreement will be deemed references to the Customer Entity that signed the Order; provided, however, that you and your Affiliates will be jointly liable for compliance with the terms of this Agreement and any Order by any Customer Entity, and you accept full liability as between the Parties for the actions and inactions of your Affiliates. A breach of the terms of this Agreement or any Order by any Customer Entity will be considered a breach by each Customer Entity.
2.4 An Order may state a term for that Order (the “Order Term”). In the event an Order does not specify a fixed term, then the Order Term will run from the Order’s effective date until the end of the calendar month in which either Party gives notice of termination unless the Order is otherwise terminated earlier in accordance with this Agreement or the Order.
- Fees, Payments & Refunds.
3.1. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
3.2. In the event of the expiry and/or termination of an Order Term and/or Subscription Term, GSI does not provide any unused Services and/or provide any refunds if the Customer decides to stop using the GEVME subscription at any time during the Subscription Term.
3.3 You shall pay to GlobalSign.in Pte Ltd the amounts specified in each Order in accordance with its terms and this Agreement within 14 days of the date of each GlobalSign.in Pte Ltd invoice. All amounts shall be paid in the currency stated in the Order form/invoice and shall be fully earned when paid and non-refundable. In all other cases, and regardless of whether you and your Authorized Users access or use the Service at the levels reflected in the Orders or otherwise, you are responsible for paying all amounts specified in the Orders through expiration of the applicable Order Terms. You must assert any payment dispute in writing within 10 days of your receipt of the invoice giving rise to the dispute. GlobalSign.in Pte Ltd will not exercise its suspension or termination rights or apply interest on late payments if you dispute the applicable charges reasonably and in good faith, and provide reasonable cooperation to resolve the dispute. Except in the event of such good faith disputes, all unpaid invoices past due are subject to a late charge equal to the lesser of 1.5% per month or the maximum interest allowed by law. If litigation should be commenced for collection of past due amounts, the prevailing Party will be entitled to recover its reasonable attorneys’ fees and related costs from the non-prevailing Party.
3.4 Unless either Party gives the other Party written notice, in accordance with Section 20.1, of its intention not to renew an Order at least 30 days prior to the Order’s then current expiration date, the Order will automatically renew for additional periods of the same duration as the expiring Order Term (each such period, a “Renewal Term”). If the Renewal Term is longer than one month, then at least 15 – and no more than 30 – days prior to the commencement of the Renewal Term, GlobalSign.in Pte Ltd will notify you in writing of such renewal in accordance with Section 20.1. Effective upon the first anniversary of the Effective Date and up to one time per calendar year thereafter (or, if an Order Term is longer than one year, then up to one time during each Renewal Term), GlobalSign.in Pte Ltd may increase then current pricing for the Service. If you object to the increase, then you must notify GlobalSign.in Pte Ltd of your intention not to renew the Order within 30 days of your receipt of notice of the increase from GlobalSign.in Pte Ltd. Failure to timely notify GlobalSign.in Pte Ltd shall be deemed to constitute consent to the applicable fee increase.
3.5 Notwithstanding the foregoing, if you are accessing the Service through a Channel Partner, the terms of your subscription with such Channel Partner will control with respect to all pricing and fees; provided, however, that GlobalSign.in Pte Ltd may suspend or terminate your access to the Service if such Channel Partner has not paid GlobalSign.in Pte Ltd the applicable fees relating to your use.
3.6 If you are paying using a credit card or any digital payment method supported by GlobalSign.in Pte Ltd, you authorize GlobalSign.in Pte Ltd to charge your account for the Service using that payment method. You must keep all information in your billing account current to ensure that all amounts are charged to the appropriate account and are timely paid. If you notify GlobalSign.in Pte Ltd to stop using a previously designated payment method and fail to designate an alternative, GlobalSign.in Pte Ltd may immediately suspend use and access to the Service. Any notice from you changing your billing account will not affect charges GlobalSign.in Pte Ltd submits to your billing account before GlobalSign.in Pte Ltd reasonably can act on your request.GlobalSign.in Pte Ltd uses a third-party intermediary to manage credit card processing, and this intermediary is not permitted to use your credit card information except in connection with your authorized purchases. Notice (including email) from our third-party credit card processor declining your credit card or otherwise relating to your account will be deemed valid notice from GlobalSign.in Pte Ltd.
4.1 All fees and amounts set forth in the Orders will include the applicable taxes, levies, duties and/or charges imposed by government authorities (collectively,“Taxes”) to be borne by you.
- Service Availability and Support.
5.1 GlobalSign.in Pte Ltd shall use commercially reasonable efforts to make the Service available for access and use by end users over the Internet at least 99.8% of the time as measured over the course of each calendar month during an Order Term, excluding unavailability as a result of scheduled maintenance (the “Base Availability Standard”).
5.2 Subject to this Agreement, GlobalSign.in Pte Ltd shall provide Authorized Users support through the Service and by email with respect to their use of the Service (“Support”). Although response times are not guaranteed, GlobalSign.in Pte Ltd shall endeavor to respond to requests for Support within 48 hours. In the event any Support is not performed with reasonable skill, care and diligence, GlobalSign.in Pte Ltd shall re-perform the Support; and you acknowledge that re-performance shall be your sole and exclusive remedy for any such defective performance. Notwithstanding the foregoing, if you are accessing the Service through a Channel Partner, to the extent your agreement with such Channel Partner provides for additional or different support services from the Channel Partner, then such agreement will govern with respect to the Channel Partner’s support services.
- Non-GlobalSign.in Pte Ltd Services and Material.
6.1 The Service supports integrations and other connections to certain Non-GlobalSign.in Pte Ltd Services. If an Authorized User chooses to use a Non-GlobalSign.in Pte Ltd Service with the Service, in doing so, you hereby grant to GlobalSign.in Pte Ltd permission to interoperate with the Non-GlobalSign.in Pte Ltd Service. Your acquisition and use of Non-GlobalSign.in Pte Ltd Services is governed solely by the terms of the relationship between you and the provider of the Non-GlobalSign.in Pte Ltd Services.
6.2 Although you may be able to connect to or otherwise access Non-GlobalSign.in Pte Ltd Services or other Non-GlobalSign.in Pte Ltd Material through the Site or Service, you acknowledge and agree that: (a) GlobalSign.in Pte Ltd does not control and is not responsible for any Non-GlobalSign.in Pte Ltd Material; (b) GlobalSign.in Pte Ltd has no liability with respect to any use of Non-GlobalSign.in Pte Ltd Material; and (c) you are responsible for complying with GlobalSign.in Pte Ltd’s Acceptable Use Policy and with any licenses and other terms applicable to the Non-GlobalSign.in Pte Ltd Material. Any changes to Non-GlobalSign.in Pte Ltd Material, including their availability or unavailability, during the Order Term does not affect your obligations under this Agreement.
- Use of Customer Data.
7.1 You hereby grant GlobalSign.in Pte Ltd a worldwide, non-exclusive, royalty-free right and license during the Order Term to use, reproduce, transmit, perform, display and store Customer Data for the purposes of GlobalSign.in Pte Ltd and, subject to Section 20.3, its Affiliates and third-party Providers providing and supporting the Service for your benefit. Subject to the confidentiality obligations contained in Section 11, you agree GlobalSign.in Pte Ltd may additionally use Customer Data: (a) to maintain, evaluate, develop and improve its products and services; and (b) in aggregate form only, not attributable to you, for research and marketing purposes.
- Privacy and Security.
8.2 Without limiting the foregoing, you represent and agree that you shall not include in Customer Data any Sensitive Personal Information. For such purpose, “Sensitive Personal Information” means any information that: (a) must be protected in accordance with specific or heightened security requirements imposed by applicable law or industry standards; or (b) would require notification to government agencies, individuals or law enforcement if subject to unauthorized access, use or disclosure.
- Requirements and Restrictions.
9.1 You shall be strictly responsible for the performance of your Affiliates and their personnel (including employees and contractors) and Authorized Users, and their use of the Service and Support, in compliance with this Agreement. Without limiting the foregoing, you represent and agree that: (a) you or your licensors have all rights in the User Personal Data and Customer Data (including without limitation having provided all notices and received all consents and authorizations) required for the Parties to perform their respective obligations and exercise their respective rights in connection with this Agreement; and (b) you shall be solely responsible for ensuring that the use of User Personal Data and Customer Data that Authorized Users post, send or otherwise make available using the Service complies with the Acceptable Use Policy, all Applicable Laws, and any other legal or contractual restrictions relating to User Personal Data or Customer Data.
9.3 No provision of this Agreement includes the right to, and you shall not, directly or indirectly: (a) enable any person or entity other than Authorized Users to access and use the Service; (b) modify or create any derivative work based upon the Service; (c) engage in, permit or suffer to continue any copying or distribution of the Service; (d) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the Service (except to the extent such restriction is limited under Applicable Law); (e) access the Service in order to build a competitive solution or to assist any third party to build a competitive solution; (f) remove, obscure or alter any proprietary notice related to the Service; or (g) use or permit others to use the Service other than as described in this Agreement, the Policies and Documentation, or for any unlawful purpose. In the event GlobalSign.in Pte Ltd believes that you are violating any of the terms set forth in this Section, in addition to any other remedies available at law or in equity (including termination pursuant to Section 13), GlobalSign.in Pte Ltd will have the right to suspend your (or any Authorized User’s) access to and use of the Service for so long as is reasonably necessary to address such potential violation. GlobalSign.in Pte Ltd shall notify you of any such suspension by email and in advance (except in urgent or emergency situations), and work with you in good faith to resolve the potential violation.
9.4 Each Party hereby represents and warrants to the other that the representing Party has the authority to enter into and perform this Agreement, and such Party’s entering into this Agreement, and performance of its obligations and exercise of its rights under this Agreement, do not and will not violate any Applicable Laws.
- Proprietary Rights.
10.1 Subject only to the limited rights expressly granted in this Agreement, as between you and GlobalSign.in Pte Ltd, you will retain all right, title and interest in and to the Customer Data and all intellectual property rights therein.
10.2 You may provide GlobalSign.in Pte Ltd with bug reports, suggestions or other feedback related to the Service (collectively, “Feedback”). By submitting any such feedback, you hereby assign to GlobalSign.in Pte Ltd all right, title and interest in and to such feedback together with all intellectual property rights therein.
10.3 The Service, together with all know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, user interfaces, techniques, methods, applications, libraries, documentation or other technology and materials of any kind, or any enhancement thereto, used or made available by GlobalSign.in Pte Ltd to you or any Authorized User in connection with the Service and Support, constitute or otherwise involve valuable intellectual property rights of GlobalSign.in Pte Ltd and all right, title and interest in and to the foregoing will, as between the Parties, be owned by GlobalSign.in Pte Ltd. No title to or ownership of the Service, or any intellectual property rights associated therewith, is transferred under this Agreement and GlobalSign.in Pte Ltd reserves all rights not otherwise expressly granted herein.
10.4 GlobalSign.in Pte Ltd may use your company name and logo to identify you as a customer on the Site, on publicly available customer lists, and in media releases during the term of the Agreement.
11.1 As used in this Agreement, “Confidential Information” means any information disclosed by one Party, its Affiliates, business partners or their respective employees, contractors or agents (the “Discloser”) that is designated as confidential, either orally or in writing, or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes without limitation: (a) information relating to the Discloser’s or its Affiliates’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that the Discloser is obligated to keep confidential; (c) Attendees Data; and (d) the terms of this Agreement. However, Confidential Information does not include any information that: (i) was known to the Party that receives any Confidential Information (the “Recipient”) prior to receiving the same from the Discloser in connection with this Agreement; (ii) is independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information; (iii) is acquired by the Recipient from another source without restriction as to use or disclosure; or (iv) is or becomes publicly available through no fault or action of the Recipient.
11.2 Each Party reserves any and all right, title and interest (including any intellectual property rights) that it may have in or to any Confidential Information that it may disclose to the other Party under this Agreement. The Recipient shall protect Confidential Information of the Discloser against any unauthorized use or disclosure to the same extent that the Recipient protects its own Confidential Information of a similar nature against unauthorized use or disclosure, but in no event shall use less than a reasonable standard of care to protect such Confidential Information. The Recipient shall use any Confidential Information of the Discloser solely for the purposes for which it is provided by the Discloser. This Section will not be interpreted or construed to prohibit: (a) any use or disclosure which is necessary or appropriate in connection with the Recipient’s performance of its obligations or exercise of its rights under this Agreement; (b) any use or disclosure required by applicable law, provided that the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information; or (c) any use or disclosure made with the consent of the Discloser. In the event of any breach or threatened breach by the Recipient of its obligations under this Section, the Discloser will be entitled to seek injunctive and other equitable relief to enforce such obligations. These obligations of confidentiality shall survive expiration or termination of this Agreement.
12.1 Unless terminated early in accordance with the terms of this Agreement, the term of this Agreement will continue through the expiration or earlier termination of the last Order to be in effect.
- Early Termination.
13.1 GlobalSign.in Pte Ltd may terminate any Order or suspend Service upon written notice to you if you fail to pay any amount due under the Order, and such failure continues more than 10 days after GlobalSign.in Pte Ltd’s delivery of written notice.
- Effect of Termination.
14.1 Upon expiration or earlier termination of an Order: (a) all rights granted to you with respect to the Service and Support under such Order will terminate effective as of the effective date of termination; (b) GlobalSign.in Pte Ltd shall have no obligation to provide the Service to you or Authorized Users after the effective date of the termination; and (c) you shall pay to GlobalSign.in Pte Ltd any amounts payable for your and any Authorized User’s use of the Service through the effective date of the termination, together with all other amounts in accordance with the Order and Section 3. For up to 15 days from the effective date of termination an Authorized User designated by you will be permitted to continue to access and download the information that is stored in the Service database on the effective date of termination, provided that (i) you have paid all amounts due under this Agreement; (ii) the designated Authorized User shall not otherwise access or use the features or functionality of the Service; and (iii) such access and use shall otherwise continue to be subject to the terms and conditions of this Agreement.For the avoidance of doubt, Section 3.1 shall apply even in the event of termination.
- Fair usage policy
15.1 The Purpose of the Fair Usage Policy is to ensure that you will only use the Service in an approved manner and that your behaviour does not disrupt the Service to others or causes detriment to our ability to continue to provide our service to others; and
Such behaviour includes the use of our service in an excessive, fraudulent and/or an unapproved manner.
15.2 APPROVED USAGE
You agree that:
- You are approved to use Our Service for Reasonable Use Only;
- Reasonable Use means you use the Service relating to your events and limited to the scope of this Agreement;
- Any other usage of the Service is not approved.
15.3 NON-APPROVED USAGE
Any usage of the Service by You that is not expressly approved by us shall be deemed as a Non-approved Usage. We specifically exclude the usage of the Service for reasons that may be deemed as:
- Excessive usage;
- Fraudulent usage; or
- All other unapproved usage.
You agree that for any Non-approved Usage, we may discontinue providing the Service to you, with or without notice, subject to the type of the breach.
15.4 Excessive Usage
You agree that the following usage may be deemed as Excessive Usage by us is a breach of this Fair Usage Policy, at our sole discretion:
- For our “Unlimited” Event offer, any usage of over 40 events per month
- For our “Unlimited” Registrations/Attendees offer, any usage of over 40,000 Registrations/Attendees per month ;
- For our “Unlimited” Email offer, any usage of over 160,000 emails per month;
Any breach caused by excessive usage will be construed as a serious breach.
15.5 Fraudulent Usage
Fraudulent Usage is usage where you:
- Obtain access to our service by providing us with fraudulent information;
- Use Our Service for a fraudulent purpose. Examples of a fraudulent purpose include, but are not limited to:
(1) Making fake offers to buy or sell products or services without any right to do so; or
(2) Purporting any scams, including financial scams;
- Selling or on-selling our service on a wholesale basis;
- Use Our Service for aggregation or termination of any Voice, SMS or Data traffic;
- Use Our Service in a device that dials calls automatically;
- Use Our Service for any telemarketing purposes;
- Use Our Service for bulk messaging;
- Reselling, resupplying or commercially exploiting Our Service in any manner; or
15.6 All Other Non-Approved Usage
You agree that you will not use Our Service for any other Non-approved purpose. Non-approved purpose, includes but is not limited to using Our Service to:
- Assist you in carrying out any unlawful activity;
- Send any unsolicited material or “SPAM” to any one;
- Disseminate any Spam;
- Gather information or responses from Spam;
- Violate another person’s rights or interfere with another person’s use of Our Service;
- Distribute, facilitate or be complicit in distribution of any viruses, worms, bots, Trojans, or other code that are designed to track people’s activities and gather information without their consent;
- Publish or disseminate any offensive material, including but not limited to, material that is obscene, pornographic, inflammatory, harassing, threatening, tortious, abusive, harmful to minors, defamatory, libellous or otherwise objectionable or offensive in any way;
- Hack or attempt to hack any hardware or software;
- Infringe any patent, trademark or copyright or any other intellectual property right belonging to Us or any third party;
- Commit any act that may cause injury to any of our customers, Us or any related parties in any manner.
- Disclaimer and warranties
16.1 Clients hereby agree that their use of the Service shall be at their sole risk. To the fullest extent permitted by law, GSI disclaims all warranties, express or implied, in connection with the use of the Service and the clients’ use thereof.
GSI makes no warranties or representations about the accuracy or completeness of the content accessed or the content or any sites linked to the Service and assumes no responsibility for any:-
- Errors, mistakes or inaccuracies of the content;
- Injury, damage or loss of any nature whatsoever resulting from the client’s access and use of the Service;
- Any unauthorized access or use of the client’s account and/or any and all personal information and/or financial information stored therein;
- Any interruption or cessation of transmission to and from the Service;
- Any viruses, Trojan Horse or the like which may be transmitted to or through the service by any third party; and/or
- Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content via the Service.
16.2 GSI shall use its best efforts to maintain the appropriate organizational and technical measures for protection of the security (including protection against unauthorized or unlawful processing, and against unlawful or accidental destruction, alteration or damage or loss, unauthorized disclosure of, or access to, client and/or attendee data.
16.3 Upon the Client’s request, GSI shall provide the Client with reasonable cooperation and assistance needed to fulfil the Client’s obligation under the GDPR to carry out a data protection impact assessment related to the Client’s use of the Services, to the extent the Client does not otherwise have access to the relevant information, and to the extent such information is available to GSI, and to the extent that such assistance rendered is not in contravention of any existing laws, including but not limited to privacy and/or data protection laws.
17.1 To the extent permitted by applicable law, clients hereby agree to defend, indemnify and hold harmless GSI from any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from, but not limited to the following:
- Clients’ use of and access to the Service;
- Clients’ violation of any third-party right, including without limitation any intellectual property, property, or privacy right;
- Any claim that clients’ actions caused damage to a third parties; and/or
- Clients’ violation of any laws
- Limitations of Liability.
18.1 In no event shall GSI be liable to clients for any direct, indirect, incidental, special, punitive or consequential damages whatsoever resulting from:-
Errors, mistakes or inaccuracies of content;
Injury, damage or loss of any nature whatsoever resulting from the client’s access and use of the Service;
Any unauthorized access or use of the client’s account and/or any and all personal information and/or financial information stored therein;
Any interruption or cessation of transmission to and from the Service;
Any viruses, Trojan Horse or the like which may be transmitted to or through the service by any third party; and/or
Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content via the Service.
18.2 Notwithstanding 18.1 above, in the event GSI is found liable for any reason, GSI’s liability shall not exceed the total aggregate amount paid by the respective client for the Service. If no fee has been paid, GSI shall not retain any liability.
- Revision of agreement
20.1 You acknowledge and agree that GSI shall provide notices to you by email at the address associated with your Order. You shall provide notices to GSI by email to email@example.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: GlobalSign.In Pte Ltd, 28 Genting Lane, #01-01 PLATINUM 28, Singapore 349585, or such other address as GSI may direct from time to time on the Site. You must specify in all such notices that the notice is being given under this Agreement. Emailed notices will be deemed given and received one business day after the email is sent.
20.2 So long as you remain current in the payment of all amounts when due, you may assign this Agreement in connection with any merger, consolidation or reorganization involving you (regardless of whether you are a surviving or disappearing entity), or a sale of all or substantially all of your business or assets relating to this Agreement to an unaffiliated third party. Subject to the foregoing, you may not assign any of your rights or obligation under this Agreement, whether by operation of law or otherwise, without GlobalSign.in Pte Ltd’s prior written consent, and any purported assignment in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
20.3 In the ordinary course of its business, GlobalSign.in Pte Ltd uses third-party service providers (collectively, “Providers”) to support the provision of the Service and Support generally (i.e., not specifically for you). For instance, GlobalSign.in Pte Ltd currently uses Amazon Web Services (AWS) to host the Service. In addition, GlobalSign.in Pte Ltd may provide the Service or Support through one or more Affiliates. GlobalSign.in Pte Ltd reserves the right to engage and substitute Providers and Affiliates as it deems appropriate, but shall remain responsible to you for (a) provision of the Service and Support and (b) the actions and omissions of its Providers and Affiliates undertaken in connection with this Agreement.
20.4 The Parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one Party as an employee, agent, joint venture partner or servant of another.
20.5 GlobalSign.in Pte Ltd shall have no liability to you, Authorized Users or third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control, including without limitation acts of God or nature, fires, floods, strikes, civil disturbances or terrorism or interruptions in power, communications, satellites, the Internet or any other network that are beyond its reasonable control.
20.6 This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of Singapore, without reference to its choice of law principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the Singapore Courts and the Parties expressly consent to personal jurisdiction and venue in those courts.
20.7 This Agreement is the complete and exclusive statement of the agreement between the Parties and supersedes all proposals, oral or written, and all other communications and agreements between the Parties relating to the subject matter of this Agreement. In the event any information posted on the Site from time to time conflicts with any provision of this Agreement, the applicable provision of this Agreement shall control. Any terms and conditions of any other instrument issued by you in connection with this Agreement which are in addition to, inconsistent with or different from the terms and conditions of this Agreement shall be of no force or effect. Additionally, this Agreement supersedes any confidentiality or non-disclosure agreement previously entered into by the Parties with respect your or an Affiliate’s evaluation of the Service or otherwise with respect to the Service. This Agreement may be modified only in accordance with Section 19 or by a written instrument duly executed by authorized representatives of the Parties. The failure of GlobalSign.in Pte Ltd to exercise or enforce any condition, term or provision of this Agreement will not operate as a waiver of such condition, term or provision. Any waiver by either Party of any condition, term or provision of this Agreement shall not be construed as a waiver of any other condition, term or provision. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.
20.8 This Agreement and any Order may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement or any Order by fax or by email of a scanned copy, or execution and delivery through an electronic signature service (such as DocuSign), shall be effective as delivery of an original executed counterpart of this Agreement or the relevant Order.