IoTPortal Terms of Service

Copyright © 2022 BRT Systems Pte Ltd

Terms of Service (ToS)

These Terms of Service (this “Agreement”) create a binding agreement between you as an individual or the business entity or organization indicated in the Customer Order which you validly represent (“YOU,” “YOUR,” “YOURSELF” or “CUSTOMER”) and BRT SYSTEMS PTE LTD (BRTSYS).

This Agreement governs the CUSTOMER download, access, and use of the BRTSYS IoTPortalTM, a cloud based remote sensor monitoring and control solution, which includes which includes BRTSYS IoTPortal Gateway, IoTPortal Cloud and IoTPortal Client, data collected from edge-devices (“Service Data”), and any related software, services and documentation as may be made available through our website, or through our mobile application (collectively known as “Services”).

By clicking the “Accept” button and/or downloading or using any portion of the SERVICES, the CUSTOMER (I) agrees to be bound by this Agreement; and (II) present and warrant that (a) the terms of this Agreement have been carefully read and understood; (b) the CUSTOMER is 18 years of age or older or other legal age to enter into a binding agreement; and (c) the CUSTOMER have the authority to enter into this Agreement and bind the corporation, organization, or any legal entity the CUSTOMER is representing.

If the CUSTOMER does not have such authority, and or does not accept the terms of this Agreement, the CUSTOMER must not download, install, nor use the Services.

In addition to the terms of this Agreement, all information that BRTSYS collect, receive, and process in connection with the CUSTOMER’s use of the Services is governed by our Privacy Policy. The CUSTOMER consent to all actions BRYSYS take with respect to your information consistent with our Privacy Policy.

1 The Services

1.1 Service

We grant to you a worldwide, non-exclusive, royalty-free, revocable licence to: (a) View this website/mobile app and the material on this website on a computer or mobile app on a mobile device. (b) Copy and store this website and the material on this website in your web browser cache memory; (c) Print pages from this website for your own [personal and non-commercial] use. We do not grant you any other rights in relation to this website/mobile app or the material on this website. In other words, all other rights are reserved. For the avoidance of doubt, you must not adapt, edit, change, transform, publish, republish, distribute, redistribute, broadcast, rebroadcast, or show or play in public this website/mobile app or the materials in this website/mobile app (in any form or media) without our prior written permission.

1.2 Access Right

Subject to the terms of this Agreement and CUSTOMER strict compliance thereof, BRTSYS grants the CUSTOMER a limited, non-exclusive, non-sublicensable, non-transferable, revocable license during the Term to (a) access and use the Services as made available by BRTSYS, download, install, and solely for use in conjunction with, or interface with, BRTSYS products and accessories on a computing device owned or otherwise controlled by the CUSTOMER (e.g. a desktop, laptop, or tablet device; and (b) access, stream, download and/or use on such computing device the documentation (including user manuals, technical manuals and any other materials (“Documentation”) provided by BRTSYS from time to time) as well as any content made available or otherwise accessible through BRTSYS website or mobile application.

1.3 No Competitive Access

The CUSTOMER may not access the Services if they are a direct competitor of BRTSYS, except with BRTSYS’s express prior written consent. The CUSTOMER may not access the Services for competitive purposes.

1.4 Content & Conduct

The CUSTOMER shall not (a) use (including make any copies of ) the Services or Documentation beyond the scope of the license granted under “Access Right” section above; (b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Services; (c) reverse engineer, dissemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Services or any part thereof; (d) remove, delete, alter or obscure any title, trademarks, service marks, trade names, legends, watermarks or any copyright, patents or other intellectual property or proprietary rights notices from the Services, including any copy thereof; (e) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Services.

The CUSTOMER shall not engage in activities when using the Services that (i) violate the law, regulations, rule, court verdicts, resolutions or administrative measures that are legally binding; (ii) infringe any intellectual property rights of BRTSYS and/or a third party; (iii) lead to the misrepresentation of BRTSYS and/or a third party, or intentionally spread false information; (iv) other activities that may be deemed by BRTSYS to be inappropriate.

Any violation of the above limitations or restricted activities shall be deemed a material breach of this Agreement for which BRTSYS, in its sole discretion, may terminate this Agreement and your access to the Services.

1.5 Networks and Communications

The CUSTOMER shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, including, but not limited to, web browser that supports protocols used by IoTPortal™, including the Transport Layer Security (TLS) protocol or other protocols accepted by IoTPortal™; and for all problems, conditions, delays, delivery failures, and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet. BRTSYS is not responsible for notifying the CUSTOMER of any upgrades, fixes, or enhancements to any such software or for any compromise of data, including service data, transmitted across computer networks or telecommunications facilities (including but not limited to the internet) which are not owned, operated, or controlled by BRTSYS. BRTSYS assume no responsibility for the reliability or performance of any connections as described in this section.

1.6 Right to Restrict Functionalities

BRTSYS reserves the right to restrict functionalities or suspend the Services (or any part thereof), the CUSTOMER account or the CUSTOMER’s and/or end-users’ rights to access and use the Services and remove, disable or quarantine any service data if (a) BRTSYS reasonably believe that the CUSTOMER or end-users have violated this agreement; or (b) BRTSYS suspect or detect any malicious software connected to the CUSTOMER account or use of a service by the CUSTOMER or end-users, or (c) Any unpaid subscription charges. This right includes the removal or disablement of service data. Unless legally prohibited from doing so, BRTSYS will use commercially reasonable efforts to contact the CUSTOMER directly via email to notify them when taking any of the foregoing actions. BRTSYS shall not be liable to the CUSTOMER, end-users or any other third party for any such modification, suspension, or discontinuation of their rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by the CUSTOMER or end-users may be referred to law enforcement authorities at BRTSYS’s sole discretion.

2 Access to the Services

2.1 Account Registration

To use the Services, the CUSTOMER must register and create an account (the “Account”) by providing vital registration details (name, valid contact number, e-mail address) or other information deemed crucial. It is a condition of the CUSTOMER Account creation, access, and use of the Services that all the information provided is correct, current, and complete.

2.2 Administrator Control & Responsibility

The CUSTOMER is responsible for the internal management and administration of the platform and Service Data within the Account. In addition, the CUSTOMER is responsible for (i) Maintaining the confidentiality of the passwords of the Account; and (ii) Designating those individuals who are authorized to access the Account; the CUSTOMER must notify BRTSYS immediately of any breach of security or unauthorized use of an Account.

2.3 Subscriptions, Renewals & Terminations

The Services is available under monthly subscription plan, chargeable in US Dollar (USD). The Agreement for purchasing a paid subscription plan becomes binding upon clicking “Pay” for a paid plan. Each paid subscription will automatically renew unless the CUSTOMER cancels the subscription before the current term expires. The full amount of each renewal term will be charged on the first day of the renewal.

In consideration for the Services, the CUSTOMER shall timely pay that certain subscription fee in the amount and subject to the payment schedule.

The CUSTOMER account will become unusable and access to the Services will be terminated upon cancellation of subscription plan. BRTSYS is under no further obligations to CUSTOMER upon the termination of subscription. BRTSYS reserves the right to refuse or block any cancel free trial accounts or paid subscriptions at any time for any reason.

2.4 Data Storage

The CUSTOMER receives 5GB of storage data per subscription and is solely responsible in managing the data to avoid data disruption should the storage exceeds the storage limit. The CUSTOMER may set a reminder email when storage consumption reached a predetermined level and/or by offloading or deleting data.

2.5 Token Entitlements & Consumption

Services within the IoTPortalTM is chargeable and/or payable via Token. A certain unit of Allocated Tokens will be provided to each Account at the beginning of the monthly billing cycle. Any unused Allocated Tokens from the previous monthly billing cycle are reset to zero. Bonus Tokens are received through promotional activities. Any addition of Bonus Tokens causes the expiry date of the old and new Bonus Tokens to be adjusted to the earlier date of the two. Purchased Tokens are added to the subscription through purchases. Purchased Tokens expire one month after subscription is cancelled.

Tokens Consumption Sequence:

2.6 Modifications

The CUSTOMER acknowledges that BRTSYS reserves the right to (i) upgrade, modify, replace, or reconfigure the Services at any time; (ii) change the fee schedule, support terms, and service level agreements for the Services, subject to that the CUSTOMER will be provided with a commercially reasonable advance notice of any deprecation of any material feature or functionality.

3 Payment Processing

3.1 Payment Information

To purchase a subscription, the CUSTOMER is required to (a) provide valid credit or payment card information, contact number, billing address and related information; and (b) promptly update any changes any changes that may occur, with Braintree by PayPal™(“Payment Agent”). By submitting such information, the CUSTOMER grant BRTSYS the right to provide such information to the Payment Agent for the purposes of facilitating the subscription and/or for any charges related to IoTPortal™ service or other payment instrument in advance on a periodic basis in accordance with the terms of the service plan for the Services, and for periodic subscription charges applicable to Services to which the CUSTOMER subscribe until their subscription to the Services terminates, and the CUSTOMER further agrees to pay any subscription charges so incurred.

The CUSTOMER acknowledges and agrees that BRTSYS is not responsible for how the Payment Agent credit card or other payment method processor transmits, stores, uses and shares the information.

3.2 Taxes

Unless otherwise stated, BRTSYS charges include Goods and Service Tax (“GST”) gazette by the Republic of Singapore at the time of billing. For billing country located outside Singapore, the CUSTOMER will not be charged GST. BRTSYS will invoice the CUSTOMER for such taxes if BRTSYS believe they have a legal obligation to do so, and the CUSTOMER agrees to pay such taxes if so invoiced.

3.3 Payment Portals

If the CUSTOMER mandates BRTSYS to use a vendor payment portal or compliance portal which charges BRTSYS a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, the CUSTOMER shall be invoiced by BRTSYS for, and they are obligated to pay, the cost of this fee.

4 Ownership & Security of Service Data

4.1 Ownership

All data provided by CUSTOMER pertaining to its business, personnel, clients, or accounts processed by or stored in BRTSYS’ systems shall be kept (please refer to BRTSYS Privacy Policy),  shall be used only to carry out this Agreement, may not be disclosed to anyone except employees, agents, processors, and contractors of BRTSYS for the purposes of administration and performance of the Services. All such data shall be and remain the property of CUSTOMER and will only be used by BRTSYS to perform its obligations under this Agreement.

4.2 No Sale of Service Data

BRTSYS will never sell, rent, or lease the CUSTOMER’s service data to any third party. BRTSYS will not share the CUSTOMER’s service data with third parties, except as permitted by this agreement and to provide, secure and support the Services.

4.3 Safeguards

BRTSYS will maintain reasonable administrative, physical, and technical safeguards, in accordance with standard industry practice, for protection of the security, confidentiality and integrity of subscriber data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification, or disclosure of subscriber data by personnel except (i) To provide the Services and prevent or address service, support, or technical problems; (ii) As compelled by law; or (iii) As the CUSTOMER expressly permit in writing.

4.4 Sub-Processors

The CUSTOMER acknowledges and agrees that BRTSYS may use sub-processors, who may access Service Data, to provide, secure and improve the Services.

5 Terms, Cancellation & Termination

5.1 Terms

Unless the CUSTOMER’s account and subscription to a service is terminated in accordance with the terms of this agreement or unless otherwise provided for in an subscription form (a) The CUSTOMER subscription to a service will renew for a subscription term equivalent in length to the then expiring subscription term and (b) The subscription charges applicable to the CUSTOMER’s subsequent subscription term shall be BRTSYS’s standard subscription charges for the applicable service plan at the time such subsequent subscription term commences.

5.2 Payment Upon Termination

Except for the CUSTOMER termination under section 5.3, if they terminate their subscription to a service or cancel their account prior to the end of their then effective subscription term, or if BRTSYS terminate or cancel the CUSTOMER account pursuant to section 5.3, in addition to any other amounts the CUSTOMER may owe BRTSYS, they must immediately pay any then unpaid subscription charges associated with the remainder of such subscription term.

5.3 No Refunds

If the CUSTOMER elects to terminate their subscription to the service or cancel their account prior to the end of their then current subscription term, no refunds or tokens for subscription charges or other fees or payments will be provided to the CUSTOMER including prepaid tokens. No part of unused subscription entitlement or prepaid tokens will be eligible for refund.

5.4 Export of Service Data

For thirty (30) days after the effective date of termination or expiration of this agreement, upon CUSTOMER’s request, BRTSYS will make service data available to the CUSTOMER for export or download as provided in the documentation. Thereafter, BRTSYS will have no obligation to maintain or provide any service data, and as provided in the documentation, BRTSYS will, unless prohibited by law or legal order, delete the customer service data within IoTPortal™ Services.

6 Intellectual Property (IP) Rights

The CUSTOMER acknowledges the rights granted to the CUSTOMER to use the Services under this agreement do not convey any additional rights in the Services, Documentation (including any copies thereof) and/or in any IP rights of BRTSYS associated therewith. All rights, title, and interest in and to the Services and all hardware, software, and other components of or used to provide the services, including all related IP rights, Copyrights and Trademark will remain with BRTSYS and belong exclusively to BRTSYS.

7 Warranties & Disclaimers

7.1 Warranties

BRTSYS warrant that during an applicable subscription term (a) This agreement and the documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of service data; and (b) The Services will perform materially in accordance with the applicable documentation. For any breach of a warranty in this section, the CUSTOMER’s exclusive remedies are those described in Clause 9 herein.

7.2 Disclaimers

Except as specifically set forth in Clause 7.1, the sites and the Services, including all server and network components, are provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by law, and BRTSYS expressly disclaim 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. The CUSTOMER acknowledges that BRTSYS do not warrant that the Services will be uninterrupted, timely, secure, error-free, or free from viruses or other malicious software, and no information or advice obtained by the CUSTOMER from BRTSYS or through the Services shall create any warranty not expressly stated in this agreement.

8 Indemnification by Customer

Subject to this Agreement, the CUSTOMER will (I) defend, or at its option settle, any Claim made or brought against BRTSYS by a third party that (i) The CUSTOMER Data, the CUSTOMER’s or a third party’s technology, software, materials, data or business processes; (ii) a combination of the Subscription Services with non-BRTSYS products or services; (iii)  The CUSTOMER’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (II) pay (a) any final judgement or award directly resulting from such Claim, or (b) or those dames agreed to in a monetary settlement of such Claim.

9 Limitation of Liability

BRTSYS shall not be liable to the CUSTOMER, whether in contract or in tort or under any other legal theory (including, without limitation, strict liability, and negligence) for lost profits or revenues, loss, or interruption of use, lost or damaged data, reports, documentation or security, or similar economic loss, or for any indirect, special, incidental, consequential, or similar damages, arising out of or in connection with the performance or non-performance of this Agreement, or for any claim made against the CUSTOMER by any other party, even if BRTSYS has been advised of the possibility of such claim.

In any case, BRTSYS’ cumulative liability under any and all claims made by the CUSTOMER shall not exceed the amount the CUSTOMER paid to BRTSYS relating to the affected Services.

Notwithstanding anything to the contrary, no action, regardless of form, arising out of or in connection with this Agreement may be brought by the CUSTOMER more than one (1) year after the first to occur of (i) the termination or expiration of this agreement or (ii) the event giving rise to such cause of action.

10 Third Party Service Providers

The CUSTOMER agrees that BRTSYS, and the third-party service providers that are utilized by BRTSYS to assist in providing the Services to the CUSTOMER, shall have the right to access the CUSTOMER’s account and to use, modify, reproduce, distribute, display, and disclose the personal data to the extent necessary to provide, secure or improve the Services. Any third-party service providers utilized by BRTSYS will only be given access to the CUSTOMER’s account as is reasonably necessary to provide the Services and will be subject to (a) Confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in the privacy policy; and (b) Their agreement to comply with the data transfer restrictions applicable to personal data as set forth in section 6.

11 Severability

If any provision in this agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this agreement shall remain in effect.

12 Governing Law

This agreement shall be governed by the laws of the Republic of Singapore, without reference to conflict of laws principles. Any disputes under this agreement shall be resolved by the international arbitration act, under the jurisdiction of Singapore. The CUSTOMER hereby expressly agrees to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this agreement or access to or use of the Services.

13 Survival

This Agreement shall survive any termination with respect to use of the Services by the CUSTOMER. Termination of this Agreement shall not limit a party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.