Terms of Use

Introduction

1. These Terms of Use (the “Terms”) govern your access and use of PercepTech. AI. (“PercepTech,” “us,” “we,” and “our”) website, proprietary software, and services (collectively the “Services”). You may be considered a visitor to our website (“Website”), or an individual and/or entity that creates an account or purchases/uses the Services (collectively “Customer”). Customers and Website visitors may also be referred to in these Terms as “you” and “your” as applicable. Finally, any party to these Terms might also be referred to as a “Party” or collectively as the “Parties”.
2. In the event of any inconsistency or conflict between these Terms and the terms of a Service Order or of a separate agreement, the terms of the Order or of that separate agreement shall govern.
3. Please note that use of the Website and Services are also subject to PercepTech’ Privacy Policy as mentioned on our website, https://www.percepsense.ai/.

Definitions

1. “Affiliates” means any corporation or other entity which controls, is controlled by, or is under common control with a party to these Terms or any successor entity. A corporation or other entity shall be deemed to control another corporation or entity if (i) it owns, directly or indirectly greater than fifty percent (50%) of the voting shares or other interest, (ii) has the power to elect more than half the directors, of such other corporation or entity, or (iii) has the ability, via contract or otherwise to direct the affairs of such other corporation or entity.
2. “Ad Hoc Services” means one-off bespoke or custom professional, support and/or technology services provided by us which are not Subscription Services.
3. “Authorized Users” means an employee, approved independent contractor of Customer, and those who are ordinarily permitted to access and use PercepTech’ Services under one of the following billable roles available on PercepTech’ software such as Project Owner, Editor and Collaborator, or any other billable role that might be created in the future.
4. “Confidential Information” means any confidential or proprietary information a party may disclose or has disclosed to the other party, whether before or after the start of the Services and whether disclosed in writing or through review of records, data, materials, site visits, or otherwise, that is designated as confidential or that reasonably should be understood by the receiving party to be confidential. Confidential Information includes, without limitation, all information provided by or relating to any Customer, all personal data and data files, and the trade secrets, business plans, business methods, client lists (whether former, current or prospective), vendor lists, financial projections, product plans, internal procedures and documentation for development, sales, finance and accounting and passwords of the disclosing party, pricing terms, and all reports based on any of the foregoing.
5. “Customer Data” means any content, materials, data, and information that Authorized Users enter into the Services or any data that is generated through Customer’s use of the Services.
6. “Data Protection Laws” means any law, statute, subordinate legislation, regulation, order, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body which relates to the protection of individuals with regard to the processing of Personal Data.
7. “Fees” means the amounts that are due and payable by Customer to PercepTech for our provision of the Services.
8. “Organization Admin” means an Authorized User who is assigned and expressly authorized by Customer as its agent to manage Customer’s Account, including, without limitation, to configure administration settings, assign access and use authorizations, and request different or additional services.
9. “Participant(s)” means those individuals who complete a survey or interview for the Customer, or who provide data to be analyzed for a research study.
10. “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier or to a group of identifiers.
11. “Quote” means a written offer from PercepTech to the Customer to provide certain Services for a specified price subject to the terms and conditions of such offer.
12. “Renewal Term” means the period after the Subscription Term for which a Subscription Service may be renewed and extended.
13. “Service(s)” means the services provided by PercepTech to the Customer under these Terms, which can include Subscription Services and/or Ad-Hoc Services.
14. “Service Order” means a service order request submitted on a form issued by PercepTech, and signed by the Customer that includes the type, details, and prices of the specific Services ordered by Customer.
15. “Shared Account(s)” means accounts that are utilized by multiple individuals and that do not have separate login credentials for each user.
16. “Subscription Service(s)” means term-based services subscribed to, purchased, or made available to Customer under these Terms.
17. “Subscription Term” means the initial subscription term of a Subscription Service and if applicable, any additional Renewal Term.
18. “Term” means the duration of the Services.
19. “Website” means PercepTech’ website, PercepTech.io, and any other PercepTech-owned website used to provide the Services.

Updates and Communications

1. We may revise these Terms or any additional terms and conditions that are relevant to a particular Service from time to time to reflect changes in the law or to the Services.
2. We will post the revised terms on the Site with the latest Effective Date. If you continue to use and access the Services after the revisions take effect, you agree to be bound by the revised terms. You agree that we shall not be liable to you or to any third party for any modification of the Terms.

Usage and Access

1. Registration.
   1. To use and access the Services, you may be required to register and you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process, or as part of your ability to use the Services. You agree that any information you provide to us will always be accurate, correct, and up to date. Failure to provide the information requested may result in a failed registration and no access to the Services.
2. Eligibility to Use.
   1. You represent and warrant that you are.
      1. of legal age (18 years of age or older or otherwise of legal age in your jurisdiction of residence) and competent to agree to these Terms; and
      2. you (or your Authorized Users, as applicable) are not and will not when using the Services, under the control of, or a national or resident of a Singapore embargoed country or territory and are not a prohibited end user under Export Control Laws (as described on section 12.4).
3. You acknowledge that you are not permitted to use the Services if you cannot make these representations.
4. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms.
5. Authorized Users.
   1. Customer shall be entitled to designate persons as Authorized Users up to the number of Authorized Users subscribed as stated in the Service Order.
   2. Each Authorized User should have a unique username and password. Customer acknowledges and agrees that Authorized Users must provide PercepTech with certain identifying information, including their name and a business email address.
   3. PercepTech requires Authorized Users to be used solely by the individual to whom they are registered. Shared Accounts are strictly prohibited.
   4. Customer shall be responsible for compliance with the Terms by all Authorized Users.
6. Responsible Use and Conduct.
   1. Upon Customer’s acceptance of these Terms, including Customer’s payment of applicable Fees, PercepTech shall host and provide the Services to Customer.
   2. PercepTech agrees to grant Customer the right to
   3. access and use Services, and
   4. input and upload Customer Data to the Services and download the Customer Data available through the Services.
   5. By visiting our website and accessing the Services we provide for you, either directly or indirectly, you agree to use these Services only for the purposes intended as permitted by (a) these Terms and
   6. (b) applicable laws, regulations, and generally accepted online practices or guidelines.
   7. You are responsible for maintaining the confidentiality of any login information associated with any account you use to access our Resources. Accordingly, you are responsible for all activities that occur under your account/s.
   8. You are solely responsible for any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by you, as explained above, and may incur criminal or civil liability.
7. Wherein, you agree not to engage in any activity that, in our sole discretion:
   1. (a)Disrupts or interferes with our Resources, including the servers and/or networks to which our Resources are located or connected.
   2. (b)Accesses (or attempts to access) any of our Resources by any means other than through the means we provide. You specifically agree not to access (or attempt to access) any of our Resources through any automated, unethical or unconventional means.
   3. (c)Attempts to copy, duplicate, reproduce, sell, trade, or resell our Resources in a way that would circumvent these Terms.
   4. (d)Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights.
   5. (e)Is illegal, or violates any federal, state, or local law or regulation.
   6. (f)Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
   7. (g)Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Website or Services, or the servers or networks connected to the Site, or any of the Services;
   8. (h)“Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;
   9. (i)Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Website or the Services, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without consent.
8. The information received and collected from the respondents such as their contact information and email addresses shall not be revealed to the customers, also it shall not be retained by PercepTech beyond the said project. The information such as personal opinions, reviews, habits, attitudes, etc. are collected from the client with their consent.
9. We may provide various tools, such as video uploads, blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media services, etc. You understand that generally we do not pre-screen or monitor the content posted or uploaded by users of these various communication tools, which means that if you choose to use these tools to submit any type of content to our website or Services, then it is your responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any of the tools mentioned, you agree that you will not upload, post, share, or otherwise distribute any content that:
   1. Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;
   2. Infringes on any trademark, patent, trade secret, copyright, or another proprietary right of any party
   3. Contains any type of unauthorized or unsolicited advertising;
   4. Impersonates any person or entity, including any PercepTech employees or representatives.
   5. Is not related to market research and that has been uploaded without the previous consent from the Participant showing up in such videos or conversations, this last item is only applicable for videos that are uploaded to our Platform.
10. Service Access
    1. A subset of our employees and contractors have access to the Services and to Customer Data via controlled interfaces. The intent of providing access to such personnel is to provide effective customer support, product development and research, to troubleshoot potential problems, and to detect and respond to security incidents and implement data security.
    2. We have the right at our sole discretion to remove any content that we consider does not comply with these Terms, along with any content that we consider to be offensive, harmful, objectionable, inaccurate, or violates any third party's copyrights or trademarks. We are not responsible for any delay or failure in removing such content. If you post content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us.
    3. PercepTech does not assume any liability for any content posted by you or any other third-party users of our website and/or Services.
11. Trial Services
    1. If you register for a trial of the Services, PercepTech will make the Service available on a trial basis until the earlier of
    2. the end of the trial period or the full utilization of the Services made available for the trial, whichever comes first
    3. the start date of the Services offered by PercepTech and purchased by you
    4. If PercepTech applies additional terms and conditions on the trial registration Web page, these changes will apply as well.
    5. During the trial period:
       1. the Services are provided “as is” and without a warranty of any kind
       2. PercepTech may suspend, limit, or terminate the Trial for any reason at any time without notice, and
       3. PercepTech will not be liable toward you for damages of any kind related to your use of the Free Trial.
12. Beta Services
    1. From time to time, we may invite you to try Beta Services at no charge. You may accept or decline to participate in your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, non-production, evaluation or by a description of similar import.
    2. Beta Services are for evaluation purposes and it may be time-limited, feature-limited, and/or functionality-limited.
    3. If PercepTech makes a Beta Service available to Customer, Customer may use it on the following conditions:
    4. Customer must comply with any specific guidelines issued by PercepTech with respect to the Beta Service, which may include a requirement to provide feedback data, questions, reports comments, suggestions or the like and participate in surveys about the Beta Service; and
    5. Customer must not publicize the fact that there is a Beta Service, or show, display, or otherwise make available the Beta Service to any other person. Use of Beta Service is at Customer’s sole risk and may contain bugs or errors. Further, PercepTech may discontinue any and all Beta Service availability at any time in its sole discretion without notice, notwithstanding the representations, warranties and disclaimers in these Terms, beta service, and documentation, are provided on an “as-is” and “as available” basis, without any warranties of any kind.
13. PercepTech expressly disclaims any and all warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.
14. PercepTech shall have no indemnification obligations and no liability of any type with respect to the beta service unless such exclusion is unenforceable under applicable law.
15. Artificial Intelligence Features
    1. The Services may include one or more artificial intelligence (“AI”) features that leverage machine-learning functionality (“AI Features”), which Customer may actively enable at Customer’s choosing.
    2. PercepTech mainly uses AI features in order to analyze the data/ information or any conversation provided by the Customer.
    3. All outputs, results, data, and materials produced by the AI Add-On ("AI Outputs") shall become the exclusive property of Customer upon generation. PercepTech acknowledges and agrees that it has no ownership, title, or any other rights to the AI Outputs.
    4. Customer acknowledges that, due to the inherent nature of AI and machine learning technologies, some AI Features may not be capable of being turned off once enabled. PercepTech will inform Customer of which AI Features, if any, are irrevocable at the time of or prior to activation.
    5. Customer further acknowledges and agrees that the AI Features, while designed to provide accurate and reliable outputs, are based on algorithms and data models that may produce results that are not 100% accurate or error-free.
    6. The accuracy of the “AI Outputs” may vary based on a variety of factors including but not limited to the quality of data provided by Customer, the specific configurations and settings chosen, and the current state of the technology.
    7. PercepTech does not warrant the accuracy, completeness, or reliability of the AI Outputs and shall not be liable for any errors, omissions, or inaccuracies in the AI Outputs or for any decisions, actions taken, or not taken by Customer in reliance on AI Outputs.

Payment of Fees

1. Fees
   1. Customer agrees to pay the Fees for its use of the Services as set forth on the Website, subscription agreement or on a Service Order, or on a Separate Agreement between the Parties.
   2. Fees received are applicable only towards the use of Services offered by PercepTech and are not convertible into cash or any type of refund, even if Customer does not use the full allotment of the Services during the Term.
   3. In case Customer makes a payment in advance for the Services but there are unused monies after the completion of the Services unless stated otherwise in a separate Agreement or in a Service Order, any prepaid unused monies for the Services must be used within twelve (12) months from the invoice date, otherwise, they would be subject to expiration.
   4. The Fees (and any other fees associated with the Services, including higher subscription fees for upgrades) are non-refundable and non-creditable.
2. Invoicing and Payments
   1. If no payment schedule is specified for the Fees on the Website, Subscription Agreement or on a Service Order, or on a Separate Agreement, the entire amount shall be payable within thirty (30) days, counted from the date in which the invoice is shared with the Customer.
   2. All amounts payable by the Customer under these Terms will be paid to PercepTech without setoff or counterclaim and without any deduction or withholding.
   3. PercepTech’ acceptance of partial payment or any payment of less than the full amount payable at any given time shall not constitute a waiver or release of PercepTech’ right to unpaid amounts.
3. Price Increase
   1. The renewal term for any Service Order shall renew according to the renewal terms specified in the client contract. The Fees listed in that service Order shall increase according to the contractual obligations. Not raising Fees is not a waiver of PercepTech’ right to do so.
4. Reinstatement Fees
   1. In the event that any Service Order issued is terminated for any reason by the Customer, or if the Customer elects not to renew any Service Order upon its expiration, and subsequently seeks to reinstate or initiate a new Service Order for PercepTech' services within twelve (12) months following the effective date of such termination or non-renewal, PercepTech reserves the right to impose a reinstatement fee of up to twenty per cent (20%).
   2. This reinstatement fee shall be payable by the Customer prior to the commencement of services under any new or reinstated Service Order.
5. Late Payment Interest
   1. If any payment required by these Terms is not made within five (5) days after payment is due, interest shall accrue on all amounts owing at the rate of 1.5% per month or the maximum rate allowed by applicable law, whichever is higher, from the date on which such payment was due until the date on which it is paid in full with accrued interest. The payment of such interest shall not preclude PercepTech from exercising any other rights it may have because any payment is overdue.
6. Purchase Orders
   1. If Customer requires a purchase order to issue any payment under these Terms or if requires a valid purchase order number to be attached to PercepTech’ invoice or entered in an invoice submission to a Customer’s portal, the Customer shall provide the purchase order to PercepTech as promptly as possible. If the Purchase Order has not been provided to PercepTech before the completion of the Services, the payment terms will be based on the date of the invoice generated by PercepTech and not from the date of invoice acceptance.
   2. Customer agrees that any purchase orders are for administrative purposes only and that any non-administrative terms (including, but not limited to legal, security, privacy, or finance terms) contained in a purchase order(s) do not apply to its purchase or use of the Services.
7. Taxes
   1. Unless otherwise stated, PercepTech' Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction.
   2. Customer is responsible for paying all Taxes associated with the purchase of the Services. If PercepTech has the legal obligation to pay or collect Taxes for which PercepTech is responsible under this provision, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides PercepTech with a valid tax exemption certificate authorized by the appropriate taxing authority.
8. Change in the Services.
   1. The prices, features, and options of the Services depend on the Services selected by Customer (including any usage or overage fees). PercepTech reserves the right to change the prices, features, or options included in the Services at any time provided that such changes shall not take effect until the next Renewal Term (in the case of Subscription Services) or until the completion of the Ad-Hoc Services purchased under a Quote (in the case of Ad-Hoc Services). Customer’s continued use of the Services after a change becomes effective constitutes the Customer’s acceptance to the changes applied.
9. Cancellation and Postponement
   1. In the event of a cancellation or a postponement of the Services, the following policy shall apply    
   2. The cancellation policy may differ depending on your subscription plan and various services requested.
   3. In case a session gets canceled/postponed/rescheduled with less than 24 hours notice , Perceptech shall count the cancellation rate toward an overall “Cancellation rate”.
   4. If the Cancellation rate for sessions exceeds 15%, then PercepTech shall be entitled to an additional invoice for Premium Live Interview Tech Support for any cancellations after that.
   5. Total cancellations /rescheduled sessions shall be calculated on a quarterly basis and any additional charges shall be issued at the current rate of Premium Live interview Tech Support (as of such date of cancellation) or at any other agreed rate between the parties.

Term and Termination

1. Term
   1. The period of effectiveness of these Terms, with respect to the Services, begins on the date the Customer accepts these Terms and continues until the Customer’s Subscription Service expires or its use of the Services ceases (including as a result of termination in accordance with Section 5.5 or 5.6).
2. Subscription Term and Renewals
   1. Each Service Order will set forth the Subscription Term. PercepTech’ Subscription Services automatically renew for a period of the same length as the previous period unless otherwise noted.
   2. If you purchase a Subscription Service you agree to pay the then-current applicable Fee associated with the Subscription Service and further agree and acknowledge that it will automatically renew upon the expiration of the Subscription Term or upon full utilization of the Subscription Service, whichever happens first, unless, with at least thirty (30) days prior to the end of your current Subscription Term or at least thirty (30) days prior to the full utilization of the Services:
      1. you provide notice of your intention of not renewing or
      2. PercepTech declines to renew your Subscription Plan.
3. Additional Authorized Users
   1. If Customer designates additional persons as Authorized Users beyond the number subscribed, such designation may be deemed by PercepTech as Customer’s subscription to such additional number of Authorized Users.
   2. In the event of such subscription, PercepTech will then invoice Customer in accordance with the non-discounted Sales Price, for the number of additional Authorized Users, the Fees will be prorated based on the time remaining until the expiration of the Initial Term or the then-current Renewal Term, as applicable, so that all Authorized Users renew on the same date.
   3. The Customer acknowledges that the individual(s) designated as the Organization Admin within the PercepTech platform is authorized to initiate the approval. These transactions are recognized as commitments made by the Customer, and therefore, the Customer is responsible for all associated costs resulting from such purchases.
4. Shared Accounts and User-Based Pricing Adjustments
   1. PercepTech does not support Shared Accounts. If PercepTech detects that the Services are being accessed through a Shared Account by multiple individuals, PercepTech reserves the right to suspend the Shared Account's access to the Services and will notify the Customer of the need to purchase additional Authorized Users to restore access.
5. Suspension or Termination
   1. PercepTech reserves the right to suspend or terminate any account created by you to access and use the Services at any time in our sole discretion if;
      1. you are in breach of these Terms,
      2. your use of the Services could cause a risk of harm or loss to PercepTech or our other customers of PercepTech,
      3. you provide any information that is untrue, inaccurate, or incomplete, or PercepTech.io has reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete or
   2. PercepTech declines to renew a Subscription Service. When reasonable and as permitted by law, PercepTech will provide you reasonable advance notice of this change as well as an opportunity to correct any actions that led to PercepTech’ decision. The parties may terminate any Service Order at any time upon their mutual agreement.
6. Termination by Customer
   1. Customer may terminate the Services or the Service Order immediately, without further obligation to the other party, in the event of a material breach of these Terms by PercepTech that is not remedied within twenty-one (21) days after the breaching party’s receipt of written notice of such breach.
7. Termination of Access
   1. If the Customer does not have an active order for Subscription Services with PercepTech, including scenarios where the original Order End Date has lapsed without the execution of a subsequent order to continue such services, the Customer's access to the PercepTech platform shall be subject to immediate termination.
   2. PercepTech will deactivate the Customer's account and all associated user access credentials within five (5) business days following the lapse of the original Order End Date, unless a new order extending the subscription services has been executed before or immediately following such lapse.
   3. This termination encompasses the cessation of access to all services, data, and content provided via the PercepTech platform. It is the Customer's responsibility to ensure that any necessary data and content are downloaded or adequately backed up before the expiration or termination of the last active order. PercepTech bears no liability for any loss of data, information, or content once access is terminated under these conditions.

Ownership

1. Customer Data
   1. All documents, data, and files provided or uploaded to PercepTech Services hereunder by Customer or third parties on its or their behalf in their original format, compilations and derivative works thereof are and shall remain the exclusive property of Customer, whether or not specifically recognized or perfected under applicable law.
   2. Notwithstanding the foregoing, any improvements, modifications, ideas or enhancements to PercepTech’ Services if based on your feature request or feedback will be excluded from this section and all intellectual property rights including, but not limited to, all copyrights, patents, trade secrets, or other intellectual property rights associated with such improvements, modifications, ideas or enhancements to PercepTech’ Services shall be owned exclusively by PercepTech.
2. PercepTech Data
   1. Customer acknowledges and agrees that the Services, the PercepTech Technology, and any related documentation (including, without limitation, the content, layout, functions, design, appearance, trademarks, service marks, copyrights, patents, and other intellectual property comprising PercepTech or the Services) are the property of PercepTech or any of the respective PercepTech’ licensors, whether or not they are trademarked, copyrighted, or patented.
   2. Customer acknowledges and agrees that these Terms do not transfer any ownership, right, title, or interest in the PercepTech Technology, nor any part thereof, no other rights are granted to Licensee hereunder other than as expressly set forth herein.
3. Mobile Application
   1. PercepTech grants you a revocable, non-exclusive, non-transferable, limited license to install and use a copy of the Mobile Application (“Mobile App”) strictly in accordance with the terms of this license and these Terms.
4. You agree that you will not
   1. reproduce, modify, distribute, transfer, disclose, or make available to any third party any portion of the Mobile App in any form;
   2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Mobile App and
   3. circumvent any technical limitations in the Mobile App or otherwise interfere in any manner with the operation of the Mobile App.

Confidentiality

1. Both PercepTech or Customer may disclose certain information to each other which is considered confidential.
2. From the date of disclosure, the Recipient party shall maintain the Confidential Information in confidence and will not use the Confidential Information in any manner or for any other purpose than the provision of the Services or the assessment of PercepTech as a potential supplier.
3. The Recipient has no obligation with respect to any Confidential Information which is already rightfully known to Recipient, or is or becomes publicly known through no wrongful act of Recipient, or is rightfully obtained by Recipient from a third party without similar restriction, or is independently developed by Recipient without breach of these Terms; or is required to be disclosed by court order, order of governmental authority, or process of law.
4. Confidentiality Period and Obligations
   1. The confidentiality obligations set forth in this section of the Terms shall remain in effect for a period of five (5) years from the disclosure of the information.
5. Both parties agree;
   1. to take reasonable steps to protect the other party’s Confidential Information, and these steps must be at least as protective as those the Recipient takes to protect its own Confidential Information, and no less than a reasonable standard of care;
   2. to notify the disclosing party promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and (c) in the event of any unauthorized disclosure by a receiving party, to cooperate with the disclosing party to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it.

No Warranties

1. Except for the express warranties set forth in these Terms, the Services are provided “as they are.” Without limiting PercepTech' obligation to comply with any of its covenants under these Terms, PercepTech expressly disclaims any and all warranties and representations, express or implied, with respect to the Services or their conformity to any specifications or description, including without limitation any implied warranties of merchantability or fitness for a particular purpose. PercepTech makes no representation regarding the results that may be obtained from the use of the Services, regarding the accuracy or reliability of any information obtained through the Services, or that the Services will meet any user’s requirements, or be uninterrupted, timely, secure, or error-free.

Indemnification and Obligations

1. Customer shall indemnify and defend PercepTech and its past, present, and future officers, directors, stockholders, attorneys, agents, representatives, employees, predecessors, affiliates, successors, heirs, and assigns from any claim, action, class action, suit, or investigation, including any related damage, loss, liability, judgment, deficiency, or cost (including any and all attorneys’ and other fees, costs or expenses incurred in connection with investigating, defending or prosecuting such claim), (collectively “Claims”) brought by any third party to the extent or resulting from: (a) the breach of any warranty or the inaccuracy of any representation made by Customer herein or any misstatement of a fact or facts herein made by Customer; (b) the non-fulfillment of any undertaking, agreement, obligation, covenant or condition of Customer under the agreements signed; or (c) the violation by Customer of the Privacy Statement or these Terms.

Limitation of Liability

1. In conjunction with the Limitation of Warranties as explained above, you expressly understand and agree that any claim against us shall not exceed any amount paid to PercepTech for the use of our Services. PercepTech will not be liable for any direct, indirect, incidental, consequential or exemplary loss or damages which may be incurred by you as a result of using our Services, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply.

Governing Law and Dispute Resolution

1. If any dispute or difference arises between any of the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding any question, including the question as to whether the termination of this Agreement by any Party hereto has been legitimate (“Dispute”), the Parties hereto shall endeavour to settle such dispute amicably. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties hereto, after reasonable attempts which attempt shall continue for not less than 15 (Fifteen) Business Days, gives 30 (Thirty) Business Days’ notice (“Arbitration Notice”) thereof to the other Party in writing.
2. Any Disputes arising out of or in connection with this Agreement, directly or indirectly, or the performance or breach thereof including any question regarding its existence, validity or termination, which is not resolved under; (Governing Law), shall be referred to and finally resolved by binding arbitration.
3. The seat and venue for such arbitration shall be Singapore, and all proceedings shall be conducted in the English language.
4. The arbitration tribunal shall comprise of 1(One) arbitrator mutually appointed by the Parties. If such appointment is not made mutually by the Parties within 30 (Thirty) Business Days from the date of the Arbitration Notice, the arbitration tribunal shall be constituted in accordance with the Arbitration Rules (as defined hereunder).
5. Such arbitration shall be conducted in accordance with the provisions of Arbitration and Conciliation Act, 1996 and rules made thereunder for the time being in force (“Arbitration Rules”), which rules are deemed to be incorporated by reference in this Clause 12.2. (Dispute Resolution).
6. The arbitration tribunal award shall be substantiated in writing. The award rendered by the arbitration tribunal shall, in addition to dealing with the merits of the case, also decide on the deposits and fees to cover the costs of the arbitration procedure and decide which of the Parties shall bear such costs or in what proportions such costs shall be borne by the Parties hereto. The award rendered by the arbitration tribunal shall be final, conclusive, and binding on all Parties to this Agreement and shall be enforceable in a court of competent jurisdiction.
7. Each party agrees that the other Party shall be entitled to seek from the arbitration tribunal or from any court of competent jurisdiction such equitable and injunctive relief as may be available to compel specific performance of, or restrain any party from violation of such provisions, pursuant to the provisions of Arbitration Rules.

General Provisions

1. Right to Subcontracting
   1. As part of the Services provided by PercepTech, PercepTech uses a variety of different subcontractors. PercepTech shall ensure the execution of written agreements for each subcontractor that are comparable to the sections of these Terms. In addition, subject always to PercepTech’ other obligations under these Terms and/or Applicable Laws, PercepTech may substitute service providers as part of enhancing, updating or changing any of the components of the Service and/or the Services.
2. Publicity
   1. Unless otherwise specified, Customer hereby consents that, PercepTech may identify you as a Customer of PercepTech (using your name and logo) and generally describe the services we provide to you in our website, promotional materials, presentations, media, press releases, and proposals to other current and prospective customers.
3. Assignment
   1. You may not assign your rights or obligations under these Terms without PercepTech’ prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. PercepTech may freely assign its rights, duties, and obligations under these Terms.
4. Relationship of the Parties
   1. The relationship of PercepTech and Customer shall not be that of partners, agents or joint venturers for one another, and nothing contained in these Terms or in the Service Order shall be deemed to constitute a partnership or agency agreement between the Parties for any purposes. PercepTech and Customer shall be independent contractors and shall discharge their contractual obligations at their own risk subject to these Terms.
5. Export Control
   1. Customer acknowledges that the Services, documentation, website, and all related products, information, technology, and software are subject to Export Control Laws and regulations of the Singapore and of other jurisdictions. Customer is responsible for obtaining any required export or import authorizations for use of the Services. Customer represents and warrants that it, its Affiliates, and its Authorized Users are not on any Singapore government list of prohibited or restricted parties or located in (or a national of) a country subject to a Singapore government embargo or that has been designated by the Singapore government as a “terrorist supporting” country. Customer must not access or use the Services in violation of any Singapore export embargo, prohibition or restriction.
6. Governing Language
   1. We might provide translations of these Terms, for all purposes, the English language version of these Terms shall be the original, governing instrument and understanding of the parties. In the event of any conflict between the English language version of these Terms and any subsequent translation into any other language, this English language version shall govern and control.
7. Waiver
   1. The failure of either Party to enforce compliance with a provision of these shall not be construed as a general waiver of such provision or of any other provision.
8. Severability
   1. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect.
9. Contact
   1. If you have any questions or comments about our Terms, you can contact us at:
      1. Email -support@percepsense.ai
      2. Address: 5 Purvis Street, #02-03, Singapore 188584
      3. Website: www.percepsense.ai