End User License Agreement

This End User License Agreement (this “EULA”) is between you (“you” or “User”) and REPOCKET PTE. LTD, a company registered under the laws of Singapore (“Repocket,” “we,” “us,” or “our”). This EULA governs your download, installation, access to, and use of the specific Repocket software application with which this EULA is distributed or made available, whether a desktop application, mobile application, browser extension, library, or any other form of software, together with any updates, upgrades, patches, and related documentation that we make available for it (collectively, the “Software”). This EULA applies regardless of the brand name under which the Software is marketed or distributed.

By downloading, installing, accessing, or using the Software, you confirm that you have read, understood, and agree to be bound by this EULA. If you do not agree, do not download, install, access, or use the Software. Where this EULA is presented during installation or first use, your acceptance through the installation process or continued use constitutes agreement to these terms.

We may update this EULA from time to time. When we make material changes, we will take reasonable steps to notify you, such as by posting the updated EULA on our website, displaying a notice in the Software, or distributing an updated version of this EULA with a Software update.

You may use the Software only if you are at least sixteen (16) years old and have the legal capacity to enter into this agreement. By using the Software, you represent and warrant that you meet these requirements and that your use of the Software is permitted under applicable laws and regulations in your jurisdiction. If you do not meet the eligibility requirements, you must not use the Software. Otherwise, we reserve our right to terminate or restrict your access at any time.

If you have questions about this EULA or the Software, you may contact Repocket at: [email protected]. The current version of this EULA is also available at https://repocket.com/eula.

1. LICENSE GRANT.

Subject to your ongoing compliance with this EULA, Repocket grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, access, and use the Software for your own lawful purposes, solely on devices that you own or control. The Software is licensed, not sold. Except for the limited rights expressly granted to you in this EULA, Repocket and its licensors reserve and retain all right, title, and interest in and to the Software. Except to the extent such restrictions are prohibited by applicable law, you must not, and must not attempt to, and must not permit any third party to:

• copy, reproduce, distribute, publicly display, publicly perform, republish, upload, post, transmit, or otherwise make available the Software or any portion of it, except as expressly permitted by this EULA;
• rent, lease, lend, sell, resell, sublicense, transfer, assign, or otherwise commercially exploit the Software;
• modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;
• bypass, disable, defeat, or circumvent any security feature, usage rule, access control, technical limitation, or protection measure in or relating to the Software;
• use the Software to develop, provide, or support products or services that compete with the Software, or to benchmark or copy features, except where permitted by applicable law;
• use the Software in a manner that interferes with, disrupts, damages, or impairs the Software or any networks or systems connected to it;
• use any automated means (including bots, scrapers, scripts, or similar tools) to access or use the Software in a manner that is not intended by us;
• remove, alter, or obscure any proprietary notices (including copyright, trademark, or other notices) contained in the Software.

2. SOFTWARE CHANGES.

Features and functionality of the Software may vary by platform, device, operating system, and Software version, and we do not guarantee that all features will be available on all platforms. We may provide updates, upgrades, patches, or modifications to the Software (including automatic updates where permitted by your device or platform settings). This EULA, or any updated version distributed with such updates, applies to all such updates. You may not be able to continue using the Software unless you install or accept certain updates.

From time to time, we may also make available features, tools, or functionality designated as “beta,” “preview,” or similar. Such features may be incomplete, unstable, contain errors, be unavailable at times, or be modified, suspended, or withdrawn at any time.

We may, at any time, modify, update, limit, suspend, withdraw, replace, or discontinue the Software or any feature, functionality, or part of it, temporarily or permanently, where we consider it reasonably necessary for technical, operational, security, legal, regulatory, compliance, platform, third-party dependency, abuse-prevention, or business reasons. We will take reasonable steps to provide notice of a material modification, suspension, withdrawal, or discontinuation.

3. TERMINATION.

We may terminate or suspend the license granted under this EULA and your access to the Software if:

• you breach this EULA;
• we reasonably consider your use to create security, operational, legal, compliance, sanctions, reputational, or public-safety risk;
• we are required or requested to do so in order to comply with applicable law, regulation, court order, subpoena, governmental request, or app store, browser store, platform provider, or third-party provider requirement; or
• we modify, suspend, withdraw, or discontinue the Software or any offering.

You may terminate this EULA at any time by stopping all use of the Software and uninstalling or removing the Software from your devices.

Upon any termination of this EULA or of the license granted hereunder, the rights and licenses granted to you under this EULA will immediately cease. Termination will not affect any rights, remedies, obligations, or liabilities accrued before the effective date of the termination. You must immediately stop using the Software and related functionality.

4. INTELLECTUAL PROPERTY.

The Software and all related content, features, functionality, and technology (including all software code, object code, source code, algorithms, user interfaces, designs, trademarks, trade names, logos, documentation, and any other materials) are owned by Repocket and/or its licensors and are protected by intellectual property and proprietary rights laws. Repocket is the owner of the copyright in the Software and holds the exclusive right to reproduce the work, publish the work, communicate the work to the public, and make an adaptation of the work. Any unauthorised exercise of these exclusive rights constitutes an infringement of copyright. The Software is also protected by applicable international copyright treaties, including the Berne Convention for the Protection of Literary and Artistic Works and the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS Agreement), as well as the copyright and intellectual property laws of any jurisdiction in which the Software is used or distributed. The Software may incorporate technological protection measures. Under Part 7, Division 8 of the Copyright Act, it is unlawful to circumvent access control measures applied to the Software, and it is unlawful to deal in devices or services designed to circumvent such measures.

All rights not expressly granted to you in this EULA are reserved by Repocket and its licensors.

“Repocket” and any related names, logos, product names, and service names are trademarks of Repocket and/or its licensors. You may not use our trademarks without our prior written permission, except as required by law.

If you submit suggestions, ideas, feedback, or other information about the Software, you agree that we may use, reproduce, modify, distribute, and otherwise exploit the feedback for any purpose, without restriction and without compensation to you. Feedback is voluntary and not confidential.

5. REMEDIES AND ENFORCEMENT.

You acknowledge that any unauthorised use, reproduction, distribution, modification, adaptation, or communication of the Software, in whole or in part, may cause Repocket irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other rights and remedies available at law or in equity, Repocket shall be entitled to seek injunctive or other equitable relief to prevent or restrain any breach or threatened breach of this EULA, without the obligation to post a bond or prove actual damages. Infringement of the copyright in the Software may give rise to civil liability under Part 8 of the Copyright Act, including damages, an account of profits, and injunctive relief. Commercial-scale infringement may also give rise to criminal liability under Part 10 of the Copyright Act, including fines and imprisonment. The rights and remedies provided under this EULA are cumulative and in addition to, and not in substitution for, any rights or remedies available to Repocket under the Copyright Act, any other applicable law, or in equity.

6. DISCLAIMERS.

To the maximum extent permitted by applicable law, the Software is provided “as is” and “as available.” Repocket gives no representations, conditions, or warranties of any kind, whether express, implied, statutory, or otherwise, including any implied terms as to satisfactory quality, fitness for purpose, title, and non-infringement. Without limiting the foregoing, you acknowledge and agree that Repocket does not warrant that the Software will be continuous, uninterrupted, timely, secure, or error-free.

7. LIMITATION OF LIABILITY.

Repocket shall not be liable for any indirect or consequential loss, or any loss of profit, revenue, business, goodwill, data, or use, arising out of or in connection with this EULA or the Software. Repocket's total aggregate liability to you for all claims arising out of or in connection with this EULA or the Software, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed USD 10. If you have paid any fees to Repocket for the Software in the twelve (12) months before the event giving rise to the claim, Repocket's total aggregate liability shall instead be limited to the greater of USD 10 and the total fees paid by you in that period.

Nothing in this EULA excludes or limits any liability which cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, or liability for fraud.

You acknowledge that the exclusions and limitations in this Section are a fundamental basis of the bargain. If you are dealing as a consumer and applicable consumer protection laws apply, nothing in this EULA affects any statutory rights which cannot be excluded or limited by contract. In such circumstances, Repocket's liability shall be limited to the minimum extent permitted by applicable law.

To the maximum extent permitted by applicable law, the remedies expressly provided for under this EULA are your sole and exclusive remedies arising out of or in connection with the Software and this EULA.

8. INDEMNIFICATION.

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Repocket, its affiliates, and their respective directors, officers, employees, contractors, agents, successors, and assigns from and against any and all third-party claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, and expenses of any kind, including reasonable legal fees and expenses, arising out of, relating to, or alleged to arise out of or relate to: (a) your breach of this EULA; (b) your unlawful, fraudulent, abusive, or prohibited use of the Software; (c) your violation of any applicable law or regulation in connection with such use; or (d) your violation of any rights of a third party.

Repocket may participate in the defense of any matter subject to indemnification under this Section with counsel of its own choosing at your expense to the extent permitted by applicable law, and you will not settle any such matter in a manner that imposes any liability, obligation, or admission on Repocket without Repocket's prior written consent, not to be unreasonably withheld. This Section does not apply to the extent that any claim, loss, damage, liability, cost, or expense results from Repocket's own fraud, wilful misconduct, breach of this EULA, negligence, or any liability that cannot be excluded or limited under applicable law. Your obligations under this Section survive any termination, expiration, or discontinuation of the Software.

9. GENERAL

a. Governing Law. This EULA and any dispute or claim, including any non-contractual dispute or claim, arising out of or in connection with it or the Software shall be governed by and construed in accordance with the laws of Singapore, excluding its conflict of laws rules.

b. Jurisdiction. Any dispute, controversy, or claim arising out of or relating to this EULA, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the rules of the Singapore International Arbitration Centre (SIAC), which rules are deemed to be incorporated by reference into this clause. The tribunal shall consist of one arbitrator. The language of arbitration shall be English.

c. Severability. If any provision of this EULA is held to be invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion under this clause shall not affect the validity and enforceability of the rest of this EULA.

d. Survival. Any provision of this EULA which by its nature is intended to survive expiration or termination of this EULA shall survive, including provisions relating to intellectual property, copyright, remedies and enforcement, feedback, disclaimers, limitations of liability, indemnity, governing law, arbitration, severability, waiver, and any accrued rights or obligations.

e. Assignment. You shall not assign, transfer, charge, or otherwise deal in any of your rights or obligations under this EULA without Repocket's prior written consent. Repocket may assign, transfer, charge, or otherwise deal in its rights and obligations under this EULA (in whole or in part) to any affiliate or in connection with any merger, acquisition, reorganisation, or transfer of assets or business.

f. Force Majeure. Repocket shall not be liable for any failure or delay in performing its obligations under this EULA to the extent that such failure or delay results from an event or circumstance beyond Repocket's reasonable control.

g. Entire Agreement. This EULA constitutes the entire agreement between you and Repocket in relation to the licensing and use of the Software and supersedes all prior agreements, arrangements, communications, and understandings on that subject. For the avoidance of doubt, separate agreements or policies governing other aspects of the relationship between you and Repocket (such as privacy, data processing, or specific service terms) remain in full force and effect alongside this EULA.

h. Waiver. No failure or delay by Repocket to exercise any right or remedy under this EULA shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy prevent any further exercise of that or any other right or remedy. Any waiver shall be in writing and signed by Repocket.

i. Interpretation. Headings are for convenience only and shall not affect interpretation. References to “including” shall mean “including without limitation.”