To help explain things as clearly as possible in this EULA, every time any of these terms are referenced, are strictly defined as:
Customer: A person registered to use Staple's Software or an organisation (including all employees, officers, contractors, agents and representative of Customer as the case may be or the context may require) that is specified as Customer on a signed Staple Order Form.
Staple: when this EULA mentions Staple, the company, or Staple AI, it refers to Staple AI Pte Ltd, 38 Maxwell Road, #304 Air View Building, Singapore.
Computing Device: A single stand-alone server (only one CPU) installation with unlimited access from networked computers. Any virtualized environment that run on any networks whether there is zero or more physics hosts is also considered a single Computing Device.
GTC: The signed Staple General Terms and Conditions agreement between Customer and Staple. In the event that there is no active signed GTC agreement between Company and your organisation, then GTC refers to the agreement located at
https://staple.io/terms-and-conditions.
Software: refers to any software that Customer is about to download, install and/or use as an extension to Staple's software and/or services.
Website: Staple's site, which can be accessed via this URL:
https://staple.io.
This EULA is a binding agreement between Customer and Staple, and Customer's use of the Staple Software and Software services. The subscription to the software is governed by the Order Form, GTC and this EULA (Collectively refered to as "Agreement"). In the event of a conflict between this EULA, the Order Form and the GTC, the Order Form, followed by the GTC shall prevail over this EULA.
The Software is licensed, not sold, to you by Staple for use strictly in accordance with the terms of this Agreement.
Subject to the terms of this Agreement and, if applicable, those terms provided in the License Agreement, Staple grants Customer a limited, non-exclusive, revocable, and non-transferable license to:
a. download, install and use the Software on one (1) Computing Device per single user license that Customer has purchased and been granted. If Customer has multiple Computer Devices in which Customer wishes to use the Software, Customer agrees to acquire a license for the numbher of devices Customer intends to use;
b. access, view, and use on such Computing Device the output made available in or otherwise accessible through the Software, strictly in accordance with this Agreement;
c. receive updates and new features that become available during the Term of the Agreement.
Customer agree not to, and you will not permit others to:
a. License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party.
b. Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Software.
c. Remove, alter of obscure any proprietary notice (including any notice of copyright or trademark) of Staple or its affiliate, partners, suppliers or the licensors of the Software.
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (where patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the good will associated there with, derivative works and all other rights (collectively, "Intellectual Property Rights") that are part of the Software that are otherwise owned by Staple shall always remain the exclusive property of Staple (or of its suppliers or licensors, if and when applicable). Nothing in this Agreement grants Customer a license to Staple's Intellectual Property Rights.
Customer agrees that this is Agreement conveys a limited license to use Staple's Intellectual Property Rights, solely as part of the Software (and not independently of it), and only for the Term of the Agreement. Accordingly, Customer's use of any of Staple's Intellectual Property Rights independently of the Software or outside the scope of this Agreement shall be considered an infringement of Staple's Intellectual Property Rights. Customer shall use the highest standard of care to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access.
Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions") provided by Customer to Staple with respect to the Software shall remain the sole and exclusive property of Staple.Staple shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purposes and in any way without any credit or any compensation to Customer.
Staple reserves to right to modify, suspend or discontinue, temporarily or permanently, the Software or any service to which it connects, with or without notice and without liability to Customer.
Staple may from time to time provide enhancements or improvements to the features/functionalities of the Application, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").
Updates may modify or delete certain features and/or functionalities of the Software. Customer agrees that Staple has no obligation to:
i. provide any Updates, or
ii. continue to provide or enable any particular features and/or functionalities of the Software to Customer.
Customer further agrees that all Updates will be:
i. deemed to constitute an intergral part of the Software, and
ii. subject to the terms and conditions of this Agreement.
Upon termination of this Agreement, Customer shall cease all use of the Software and delete all copies of the Application from your computer.
Termination of this Agreement will not limit any of Staple's rights or remedies at law or in equity in case of breach of this EULA by Customer.
Customer agrees to indemnify, defend and hold harmless Staple and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgements, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, arising from or relating to:
i.Customer's use or misuse of the Software;
ii. Customer's failure to comply with any Relevant Laws;
iii. Customer's breach of this Agreement; or
iv; Customer's agreement or relationship with any third party.
Future more, Customer agrees that Staple assumes no responsibility for the information or content Customer submit or make available through this Software or the content that is made available to Customer by third parties.
The Software is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law. Staple, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Software.
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Customer acknowledges and agrees that Customer's breach of this EULA would cause Staple irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Staple may be entitled, Customer acknowledges and agrees that Staple may seek injunctive relief to prevent the actual, threatened, or continued breach of this Agreement.
The headings in this Agreement are for reference only and shall not limit the scope of, or otherwise affect, the interpretation of this Agreement.
Customer shall comply with all applicable local, import, export control and sanctions laws and regulations ("Relevant Laws") and ensure that no action related to the Software is in violation of Relevant Laws.
Any cause of action or claim Customer may have arising out of or relating to this Software, Agreement or the Website must be commenced within one (1) year after the cause of action accures, otherwise, such cause of action or claim is permanently barred.
