BY ACCESSING, DOWNLOADING, INSTALLING OR USING THE RAMETRON SOFTWARE, YOU ACCEPT THE TERMS AND CONDITIONS SET FORTH BELOW, WHICH IS BINDING AND ENFORCEABLE AS A LEGAL AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, KINDLY DO NOT INSTALL OR USE THE SOFTWARE.
1.1 “Services” means the combination of Software and Support Services as defined below.
1.2 "Software" means Pandolab’s proprietary software “Rametron” that works as a part of Pandolab’s decentralised video streaming network based on blockchain technology, and is specifically designed to store, transcode and stream video or plain data using IPFS protocol in the relevant Pando network after activation by User through Pando Wallet. The term “Software” also includes any updates, upgrades or other new features, functionality or enhancements to the Software provided to User by Pandolab or its resellers or agents as part of a new purchase, through Support Services or otherwise. All references to the “purchase” or “sale” of Software mean the granting of a license to use such Software under the terms of this Agreement.
1.3 “Support Services” may include, depending on User’s purchase selections, any or all of the following: product installation support and/or customary technical support and maintenance services.
2 SCOPE OF LICENSE
2.1 “Services” means the combination of Software and Support Services as defined below.
2.2 As between Pandolab and User, Pandolab is and will remain the sole and exclusive owner of the Software and all intellectual property rights associated therewith, including but not limited to the copyright of the Software. This Agreement does not grant User any intellectual property license or rights in or to the Software, except for the limited rights set forth herein.
2.3 User agrees that it will take no action that could interfere with Pandolab’s rights to the intellectual property associated with the Software, or Pandolab’s right to use or license the intellectual property associated with the Software. Pandolab reserves all rights in the Software not expressly granted to User under this Agreement.
3 LIMITATIONS ON USE
3.1 No Right to Source Code. User acknowledges that the source code and underlying structure and algorithms of the Software are the property and proprietary trade secrets of Pandolab or its licensors. Except as provided in this Agreement: (a) no license is granted to use source code of the Software and all such use is expressly prohibited; and (b) User agrees not to: (i) modify, reverse engineer, decompile, translate, or disassemble the Software, (ii) obtain or attempt to create, derive, or obtain the source code of the Software, (iii) create a source code equivalent of or derivative of the Software, or (iv) cause or permit any third party to do any of the foregoing.
3.2 No Right to Transfer, Resell, or Provide Services. User is expressly prohibited from: (a) assigning, distributing, licensing, sublicensing, selling, renting, leasing, granting a security interest in, or otherwise transferring any rights in or to the Software; and (b) reselling the Software, using the Software to provide any type of paid or unpaid services to third parties (including, without limitation, incorporating any part of the Software into a product or service User provides to a third party), or otherwise making the Software available to third parties, whether on a time-sharing, service provider, hosting, or other basis.
3.3 Use of Coded Instructions. User acknowledges and agrees that the Software may contain coded instructions which will: (a) limit the number of users who can access the Software; (b) disable some or all of the features of the Software and any related electronic documentation upon the termination of the licenses granted hereunder; and (c) contain such other permissions or restrictions as may be specifically included in this Agreement. User agrees not to interfere with any license key mechanism in the Software, or otherwise attempt to circumvent, disable or disrupt any mechanism in the Software intended to audit or limit use of the Software.
3.4 Other Restrictions. User agrees not to: (a) remove, alter or cover any copyright notices, trademark notices or other proprietary rights notices placed or embedded on or in the Software or cause or permit any third party to do any of the foregoing; (b) use the licenses and rights granted under this Agreement to design, develop or distribute a commercial product or service that competes with the Software; (c) make available to any third party any analysis of the results of operation of the Software, including benchmarking results, or otherwise publicly disseminate information regarding the performance of the Software; or (d) use or distribute the Software in violation of any applicable laws, regulations or export restrictions. European Union Exception. If User uses the Software in any country within the European Union, the prohibitions set forth herein will not affect User’s rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.
4 SUPPORT SERVICES
Pandolab will use commercially reasonable efforts to provide the Support Services purchased by User as and when needed. User understands Pandolab’s ability to provide the Support Services are conditioned upon User’s timely response to Pandolab’s requests for information and other inputs from User (of any nature to the extent related to the Support Services). User hereby acknowledges and agrees Pandolab will not be in breach of this Agreement or of any Order for performance delays caused primarily by User’s failure to provide such timely response. Further, such delays will not affect User’s payment obligations hereunder.
5 TERM AND TERMINATION
5.1 The Term of this Agreement is effective as of the date the Software is first used and continues until it is terminated pursuant to this Agreement.
5.1 Upon any termination or expiration of this Agreement: (i) the rights and license granted under this Agreement terminate automatically with immediate effect as of the date of such termination or expiration; (ii) User agrees to permanently delete all Software including any backup or archival copy contained on User’s systems. Pandolab reserves the right to terminate this Agreement immediately without notice if User violates any provision of this Agreement.
6 CONSENT TO USE DATA
In the event that User provides to Pandolab any feedback, suggestions, ideas, or identification of problems or deficiencies and possible remedies therefor (collectively, “Feedback”) with respect to the Software or Services or any other existing or potential product or service of Pandolab, User grants to Pandolab a worldwide, non-exclusive, royalty-free, perpetual non-terminable license to exploit such Feedback in any and every way that Pandolab may deem fit, including but not limited to incorporating it into the Software or any other existing or future products or services of Pandolab.
8 REPRESENTATIONS AND WARRANTIES
Each party hereby represents and warrants that (i) if it is a company or other entity, it is duly organised and validly existing under the Laws of the place of its incorporation or formation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (ii) it is duly authorised to execute and deliver this Agreement and to perform its obligations hereunder; (iii) this Agreement is a legal and valid obligation binding upon it and enforceable according to its terms; (iv) the execution, delivery, and performance of this Agreement do not conflict with any agreement, instrument, or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any Laws of any court, governmental body, or administrative or other agency having jurisdiction over it; (v) it will comply with all applicable Laws in its performance of this Agreement; and (vi) it shall comply with the export Laws of the Republic of Singapore and other applicable jurisdictions in using the Software and obtain any permits, licenses and authorisations required for such compliance.
9 DISCLAIMER OF WARRANTY
EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PANDOLAB DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. PANDOLAB DOES NOT WARRANT THE SERVICES WILL MEET USER’S REQUIREMENTS NOR DOES IT GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICES. USER EXPRESSLY ACKNOWLEDGES AND AGREES THE SERVICES MAY RELY UPON THIRD-PARTY SOFTWARE FOR CERTAIN FUNCTIONS AND, EXCEPT AS SET FORTH EXPRESSLY HEREIN, PANDOLAB MAKES NO REPRESENTATION, WARRANTY, PROMISE OR GUARANTEE TO USER THAT SUCH SOFTWARE WILL BE ERROR-FREE, ACCOMPLISH A SPECIFIED PURPOSE OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC AND PANDOLAB WILL NOT BE LIABLE TO USER FOR ANY FAILURE THEREOF. USER’S USE OF THE SERVICES IS AT USER’S OWN RISK, AND USER ASSUMES ALL LIABILITY FOR OUTCOMES BASED THEREON.
10 LIMITATION OF LIABILITY.
10.1 IN NO EVENT WILL PANDOLAB BE LIABLE TO USER OR ANY OTHER PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, LOST PROFITS, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF USE, OR LOSS OF PROFITS, EVEN IF PANDOLAB HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHER, IN NO EVENT WILL PANDOLAB’S TOTAL CUMULATIVE LIABILITY TO USER OR ANY OTHER PARTY FOR CLAIMS, LOSSES, OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES EXCEED ONE HUNDRED ($100) US DOLLARS OR THE EQUIVALENT THEREOF.
10.2 USER ACKNOWLEDGES PANDOLAB DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ACCORDINGLY, PANDOLAB WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. USER UNDERSTANDS AND AGREES ITS USE OF THE SERVICES IS AT ITS OWN RISK AND DISCRETION.
10.3 THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT EACH PARTY HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE RISK BETWEEN PANDOLAB AND USER AND FORM A BASIS OF BARGAIN BETWEEN THE PARTIES. SOLELY IF AND TO THE EXTENT REQUIRED IN ORDER TO MAKE THIS LIMITATION OF LIABILITY ENFORCEABLE, NOTHING SET FORTH IN THIS AGREEMENT WILL EXCLUDE OR LIMIT LIABILITY TO A GREATER EXTENT THAN IS PERMITTED BY APPLICABLE LAW OR WILL EXCLUDE OR LIMIT LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.
11 SPECIFIC ENFORCEMENT
User hereby acknowledges and agrees that the unauthorised use, transfer or disclosure of the Software or copies thereof will substantially diminish the value of Pandolab’s intellectual property, trade secrets and other proprietary interests that are the subject of this Agreement and cause Pandolab’s business and goodwill substantial and irreparable harm for which monetary damages alone will not be adequate. Accordingly, in the event of any breach or threatened breach of any of the obligations with respect to the use of the Software, Pandolab shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief and/or specific performance, in addition to any other remedies available at law or in equity.
User hereby agrees to defend and hold harmless Pandolab and its affiliates and subsidiaries, and its and their officers, directors, stockholders, employees, consultants, representatives, agents, successors and assigns in any third party action or claim, and to indemnify Pandolab and its Indemnitees from and against any and all claims, losses, liabilities, sums of money, damages, expenses, and costs (including, but not limited to, reasonable attorneys’ fees) (collectively, “Claims”) arising from such action or claim and related to: (a) User’s breach of any term or condition, or of any of its representations or warranties, set forth in this Agreement; (b) User’s customers’ use of the Services; (c) User’s violation of applicable law; (d) User’s gross negligence or wilful misconduct; and/or (e) User’s infringement, violation or misappropriation of any intellectual property, privacy or other rights of any third party.
13.1 User represents and warrants to Pandolab that its use of the Services is and will at all times be: (i) in accordance with all applicable laws, rules and regulations; and (ii) without infringement or misappropriation of any intellectual property right or other rights of a third party.
13.2 User further acknowledges that the Services may be subject to Singapore or other countries’ export control laws and regulations. Accordingly, User may not export, re-export or otherwise transfer any portion of the Services except in full compliance with all applicable laws and regulations, including but not limited to Singapore Strategic Goods (Control) Act, 2003, Strategic Goods (Control) Regulations, 2004 and/or other similar laws.
User agrees to implement reasonable controls to ensure its use of the Services complies with the terms and conditions set forth in this Agreement. User acknowledges and agrees that Pandolab, at any time during normal business hours, and upon reasonable written notice, has the right to audit User’s use of the Services and its books and records for the purpose of verifying compliance with the terms and conditions of this Agreement.
15 GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of the Republic of Singapore. All disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the appropriate Courts of Singapore.
16 ENTIRE AGREEMENT
This Agreement constitute the entire agreement between User and Pandolab regarding the subject matter hereof and supersede any other communications with respect to the Services, and there are no promises, terms, conditions or obligations, oral or written, express or implied, between User and Pandolab relating to the subject matter hereof other than those contained herein. This Agreement may be modified by Pandolab from time to time, which modifications are effective once posted on the Pandolab Website. User acknowledges and agrees the rights to use the Services for which it is contracting hereunder is neither contingent on the delivery of any future functionality or features or the delivery of any other services nor is it dependent on any oral or written public comments made by or on behalf of Pandolab regarding future functionality or features.
17 ELECTRONIC COMMUNICATION
User acknowledges and agrees that by clicking “I Agree” or “I Accept” anywhere while digitally downloading or installing the Software or by otherwise agreeing to any additional terms and conditions posted on the Pandolab Website: (a) User agrees to conduct electronically the particular transaction into which it is entering; (b) User understands and agrees to be bound by the electronic copy of electronic contracts, notices and records to which it is agreeing, including, without limitation, this Agreement; (c) User is capable of printing or storing a copy of electronic records of agreements to which it is agreeing including, without limitation, this Agreement; and (d) User agrees to receive electronically information about the agreements to which it is agreeing including, without limitation, this Agreement.
18 SEVERABILITY; WAIVER
If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect. Failure by a Party to insist upon performance by the other Party of any of its obligations under this Agreement will not constitute a waiver of the right to enforce its rights with respect to the same or any other provision. No waiver of any right or remedy with respect to any occurrence or event shall be deemed a waiver of such right or remedy with respect to such occurrence or event in the future.
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. User may not assign this Agreement or any of its rights or obligations granted hereunder, including by operation of law, without the prior written consent of Pandolab, which shall not be unreasonably withheld or delayed. Any attempt to transfer or assign this Agreement without such written consent will be null and void. Pandolab may assign this Agreement to any affiliate entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Pandolab with or without notice.
20 FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
20 ATTORNEYS’ FEES
In the event legal action is required to enforce or interpret any terms and conditions of this Agreement, the prevailing Party in such legal action will recover all reasonable costs and expenses, including attorneys’ fees, incurred in connection with such action.
THIRD PARTY RIGHTS
Unless otherwise expressly provided in this Agreement, a person who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement.