Welcome to Lifesight, a website and application provided by Lifesight Software Pte Ltd. (“Lifesight”) This page will explain the terms which will govern our relationship once we execute a Service Order Form. By executing the Service Order Form, you (“you”/“Customer”) signifies that you have read, understood and agreed to be bound by the Terms of Service (“Service Agreement”) and to comply with all Applicable Laws and regulations regarding your use of the Services. The Terms of this Service Agreement constitute a binding and enforceable legal agreement between Lifesight and the Customer.
PLEASE READ THIS SERVICE AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION OF THIS SERVICE AGREEMENT.
Lifesight reserves the right to modify the terms of this Service Agreement and shall provide you due notice of such modifications.
1. Definitions:
1.1. “Access Credentials” shall mean any username, identification number, password, security key, PIN or other security code for which Lifesight gives access to the Customer.
1.2. “Affiliates” shall mean an entity which is subsidiary or parent of, or under common control with either of the Parties
1.3. “Applicable Laws” shall mean any statute, law, regulation, ordinance, rule, judgment, order, decree, by law, approval from the concerned authority, government resolution, order, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision of, determination by, or any interpretation or adjudication, having the force of law of any of the foregoing, by any concerned authority having jurisdiction over the matter in question. It shall also include (without limitation) all mandatory laws and regulations applicable for processing of Personal Data, including the EU General Data Protection Regulation (“GDPR”), California Consumer Privacy Act 2018 (“CCPA”) and other such relevant global privacy laws (collectively the “Data Privacy Regulations”);
1.4. “Authorised User(s)” shall mean any authorized individual(s) that has been granted the right to use and access the Services on behalf of the Customer or its Affiliates;
1.5. “Confidential Information” shall mean any and all confidential or proprietary information belonging to the Parties hereto including all technical, business, financial, marketing and other non-public information relating in any way to the Parties or its affiliates or its customers, or to any of its or their respective services and/or businesses, which is disclosed or made available by the Disclosing Party to the Receiving Party, whether such information is disclosed or made available orally, visually, or in written form or other tangible medium, whether specifically marked as ‘Confidential’ or not;
1.6. “Customer” shall mean the entity who have subscribed to the Services by executing the Order Form;
1.7. “Customer Content” shall mean any content and/or materials and any other information (including but not limited to Personal Data) provided by the Customer to Lifesight for the purpose of the Service(s). It shall also include (without limitation) any third-party content licenses or acquired by the Customer;
1.8. “Customer Content Source” shall mean a predefined data source of the Customer to which the Service(s) apply, such as Customer’s own data files containing Customer Content applied in the Service(s), Customer’s online advertising account(s), social media platforms or other accounts or websites provided by the Customer;
1.9 “Disclosing Party” means the Party that discloses the Confidential Information to the Receiving Party;
1.10. “Intellectual Property” or “IP” means anything protectable by an Intellectual Property Right in law and with reference to this Service Agreement;
1.11. “Party” shall be used to refer either Lifesight or Customer
1.12. “Personal Data” shall have the same meaning given to it in relevant Data Privacy Regulations;
1.13. “Receiving Party” means the Party that receives the Confidential Information from the Disclosing Party;
1.14. “Service(s)” shall mean and include services described in the applicable Service Order Form agreed and executed upon by Lifesight and Customer;
1.15. “Service Order Form” shall mean the order form through which the Customer subscribes and orders the Services and possible incidental services thereto, and which, by way of reference incorporates this Service Agreement.
1.16. “Term” shall have the meaning as prescribed under applicable Service Order Form.
2. Scope of the Services:
2.1. Lifesight by way of its Services provides a unified marketing measurement approach, where it uses multiple measurement methodologies to measure Customer’s marketing effectiveness.
2.2. Lifesight hereby grants Customer a non-exclusive, a non-transferable right to access and use the Services as stipulated in the Service Order Form during the Term, solely for use by Authorized Users in accordance with terms laid down herein.
2.3. Lifesight reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: i. the quality of the Services to the Customer; ii. the Services’ cost efficiency or performance; or; (b) comply with Applicable Laws.
2.4. Without limiting the foregoing, either Party may, at any time during the Term, request in writing changes to the Services. The Parties shall evaluate and, if agreed upon, implement such requested changes by executing an addendum to the Service Order Form executed and signed by both the Parties.
3. Lifesight’s Support:
3.1. Subject to the terms and conditions of the Service Agreement, Lifesight will use commercially reasonable efforts to make the Services available per the promised or timeline agreed upon between the Parties, excluding unavailability as a result of any exceptions or interruption arising out of Force Majeure (stipulated extensively under Clause 14 of the Service Agreement).
4. Customer’s Obligations & Responsibility:
4.1. Customer shall be responsible for all actions taken by their Authorised Users;
4.2. Customer shall have responsibility for the accuracy and legality of Customer Content;
4.3. Customer shall ensure that any Access Credentials given by Lifesight to the Customer are kept strictly confidential and not shared with any unauthorized person;
4.4. Customer shall promptly notify Lifesight of any breach of security or unauthorised use of the Access Credentials;
4.5. Customer shall duly comply with the Applicable Laws and Data Privacy Regulations.
4.6. Customer shall use the Services solely for their internal business purposes and shall not allow any third party to-
i. Undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country;
ii. impersonate another person (via the use of an email address or otherwise);
iii. upload, post, transmit, or otherwise make available through the Services any content that infringes the Intellectual Rights of any Party;
iv. operate to defraud Lifesight, other users, or any other person;
v. provide false, inaccurate, or misleading information;
vi. use the Services to violate the legal rights (such as rights of privacy and publicity) of others;
vii. engage in, promote, or encourage illegal activity (including, without limitation, tax evasion or money laundering);
viii. harvest or otherwise collect information from the Platform about others, including without limitation email addresses, without proper consent;
ix. access or use the Services for the purpose of creating a product or service that is competitive with any of Lifesight’s products or Services.
5. Mutual Responsibilities:
5.1. Both the Parties herein represent and warrant that they have legal authority to enter into this Service Agreement;
5.2. Both the Parties herein represent and warrant that they will comply with their obligations and adhere to the terms and conditions of this Service Agreement;
5.3 Both the Parties herein represent and warrant that they will comply with all the Applicable Laws and regulations, including but not limited to Data Protection Regulations;
5.4. Both the Parties herein represent and warrant that they have not entered into any other commercial agreement or commitments which may be in breach of this Service Agreement or Parties’ obligations hereto.
6. Payment Consideration:
6.1. Customer shall pay Lifesight Fees set forth in the applicable Service Order Form. The Applicable Order Form shall also have other particulars of the payment schedule and payment method for the Customer to effectuate payment.
6.2. The Fees indicated by Lifesight in the applicable Service Order Form shall be exclusive of all the applicable taxes and Customer shall bear the payment of such applicable taxes.
7. Confidentiality:
7.1. The Receiving Party undertakes:-
a) to keep the Confidential Information secret and strictly confidential and not to use or disclose it, directly or indirectly, whether in whole or in part, in any manner whatsoever, to any third party and to ensure that the Confidential Information is protected with the highest security measures and a degree of care that would apply to their own strictly Confidential Information;
b) to use Confidential Information exclusively for the purpose of this Service Agreement and for no other purpose and to inform immediately the Disclosing Party upon becoming aware that the Confidential Information has been disclosed to third parties in breach of this provision or third parties have illegitimately accessed it;
c) to take all possible measures in order to minimize the effects and risks of such disclosure including getting its personnel/resources/Authorised Users to sign Non-Disclosure Agreements in the form acceptable to the Parties.
7.2. The Receiving Party shall during the Term of the Service Agreement or within five years after the expiration or Termination of the Service Agreement disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.
7.3. No Reproduction: Except for the purposes of this Service Agreement, the Receiving Party shall ensure that the Confidential Information will not be stored, copied or reproduced or transmitted by any means and in any form whatsoever (including in an externally accessible computer or electronic information retrieval system) by the Receiving Party or its representatives without the prior written permission of the Disclosing Party.
7.4. Remedy for breach of Confidentiality: It is understood and agreed between the Parties that any breach of the obligations of confidentiality contained herein may cause the Disclosing Party irreparable harm, injury, loss and damage, the extent of which may be impossible to ascertain, and which cannot be fully compensated by monetary damages. Accordingly, in addition to any other remedies, the Disclosing Party may have at law or in equity. The Disclosing Party shall be entitled to seek injunctive or other equitable relief against the Receiving Party to prevent any further or continuing breach of the confidentiality obligations and the Receiving Party acknowledges that this is a reasonable covenant and required to protect the Disclosing Party.
8. Intellectual Property Rights:
8.1. If not otherwise agreed herein, no Intellectual Property Rights of either Party shall be transferred.
8.2. All right, title and interest in and to all Intellectual Property Rights in or related to the Services provided by Lifesight (including but not limited to any methods, systems, software, algorithms, images and source code), as well as any related documentation and analytics (including modifications to any of the foregoing, if any) and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of Lifesight.
8.3. If the Customer provides feedback, requests features, changes or tools, or otherwise provides comments relating to the Service(s) or provides suggestions or ideas for improving the Services (collectively the “Feedback”), the Customer agrees that such Feedback will be fully assigned to Lifesight without any obligation for Lifesight to pay separate compensation, and Lifesight shall have the title of, and own all rights to, such Feedback and may thus freely use and incorporate them into its Services.
8.4. All right, title and interest in and to all Intellectual Property Rights in or related to the Customer Content and any derivatives thereof, as well as any related documentation and analytics (including modifications to any of the foregoing, if any) and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of the Customer and its affiliates.
9. Termination:
9.1. Termination for material breach: In the event either Party commits any material breach of any of the terms of this Agreement, and such material breach is not cured within ten (10) days after the non-breaching party gives the breaching party written notice of such material breach, then the non-breaching party will be entitled to terminate this Agreement immediately upon written notice thereof to the breaching party.
9.2. Termination for convenience: Either Party may terminate this Agreement at any time by giving thirty (30) days prior written notice to the other Party without any cost and consequences to itself save that the Consultant shall complete all duties and obligations in regard to the Services within the notice period as required at that time per the requirements of the project or as mutually agreed upon by both the Parties.
9.3. Upon Termination, Customer shall pay to Lifesight the unpaid Fees accrued to the date of termination.
10. Mutual Indemnification:
Customer agrees to hold, harmless, indemnify, and, at Lifesight’s option, defend Lifesight from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from (i) Customer’s gross negligence or willful misconduct; (ii) Customer’s use of the Services in a manner not authorized or contemplated by this Service Agreement; or (iii) any claims arising out of or related to Customer’s breach of this Service Agreement, provided that Customer will not settle any third-party claim against Lifesight unless such settlement completely and forever releases Lifesight from all liability with respect to such claim or unless Lifesight consents to such settlement, and further provided that Lifesight will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice at its own cost.
Lifesight agrees to hold, harmless, indemnify, and, at Customer’s option, defend Customer from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from (i) Lifesight’s gross negligence or willful misconduct; (ii) Lifesight’s breach of warranties; or (iii) any claims arising out of or related to Lifesight’s violation of applicable law or infringement of a third party’s rights (including intellectual property rights), provided that Lifesight will not settle any third-party claim against Customer unless such settlement completely and forever releases Customer from all liability with respect to such claim or unless Customer consents to such settlement, and further provided that Customer will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice at its own cost.
11. WARRANTY DISCLAIMER:
OTHER THAN AS EXPRESSLY SET FORTH IN THIS SERVICE AGREEMENT, FACTORI AND ITS AFFILIATES DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO CUSTOMER, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO SERVICES PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS SERVICE AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. LIFESIGHT AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT THE SERVICES OFFERED TO CUSTOMER WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION.
12. DISCLAIMER OF CONSEQUENTIAL DAMAGES:
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINABOVE, NEITHER LIFESIGHT NOR CUSTOMER SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF THIS SERVICE AGREEMENT OR THE SERVICES OFFERED INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR ANTICIPATED PROFITS, LOST INCOME OR REVENUE, LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, COSTS OF SUBSTITUTE GOODS, OR BUSINESS INTERRUPTION, HOWEVER SAME MAY BE CAUSED, WHETHER OR NOT THE APPLICABLE PARTY WAS AWARE OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.
13. LIMITATION OF LIABILITY:
EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN CLAUSE 10 ABOVE, THE CUMULATIVE LIABILITY OF EITHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS SERVICE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO LIFESIGHT BY THE CUSTOMER UNDER THIS SERVICE AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS SERVICE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
14. Force Majeure:
Dates and times by which Lifesight is required to render performance under this Service Agreement shall be automatically postponed to the extent and for the period that Lifesight is prevented from meeting them by reason of any cause beyond its reasonable control, provided Lifesight notifies Customer of the commencement and nature of such cause and uses its reasonable efforts to render performance in a timely manner.
15. Dispute Resolution Mechanism:
a) In case of any claim, dispute or difference or question between the Parties arising out of or in connection with or in relation to this Service Agreement (“Dispute”), the Parties shall first endeavor to settle such Dispute amicably by mutual discussion in good faith within a period of 1 (one) month, failing which, the Dispute shall be referred and resolved through a sole mediator mutually appointed by both the Parties.
b) Subject to foregoing, all disputes under this Service Agreement shall be subject to the exclusive jurisdiction of the courts in the Republic of Singapore.
16. Assignability:
The Service Agreement shall not be assignable by Customer without the prior written consent of Lifesight, which shall not be unreasonably withheld. However, Customer may assign this Service Agreement without prior written consent of Lifesight to the surviving entity in a merger or consolidation in which it participates or to a purchaser of all or substantially all of its assets or equity. This Service Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
17. Notices:
Any notice or other written communication to be given by the Parties under this Service Agreement shall be in English and shall be sent over email addresses of Parties specified in applicable Service Order Form.
18. Amendments:
18.1. Lifesight is entitled to amend, update and modify the terms of this Service Agreement from time to time and by continuing to use the Services after having been informed of the modification by written notice of Lifesight, the Customer accepts the updates and modifications and the revised Terms of Service shall enter into force after thirty (30) days have elapsed from the written notice of by Lifesight
18.2. If the Customer does not accept the change made by Lifesight to the Terms of this Service Agreement, the Customer has the right to terminate the Service Agreement by notifying Lifesight thereof in writing prior to the effective date of such change.
19. Heading:
The headings and subheadings to various Clauses of this Service Agreement are inserted for the sake of convenience and ease of reference only and they shall not govern or affect the interpretation or of the meaning thereof.
20. Survival:
Such provisions of this Service Agreement as by their very nature required/intended to survive beyond the term of this Agreement, will survive this Service Agreement and continue to be binding on the Parties.
21. Severability:
If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions of the Agreement shall continue to be valid and enforceable.