Service Agreement

Service Agreement EULA Terms

Last Updated: February 1st 2024


1.1 In this Service Agreement EULA Terms ( "these Terms"), except where the context otherwise requires:

"Agreement" means the Order Form, these Terms, the Documentation, and any other policies, documents or terms published on SurferCloud's website or otherwise provided by SurferCloud;

EULA” means End User License Agreement;

"Business Day" means a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore;

"Commencement Date" means the date on which the Customer's license to use the Services commences, as set out in the Order Form;

"Customer Data" means any electronic data and information submitted by or for the Customer to the Services;

"Documentation", means the applicable documents, usage manuals, guides and policies relating to the Services, as generally made available to the Customer and updated by SurferCloud from time to time;

"Malicious Code"means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses;

"SurferCloud" means SEEDR PHOYON PTE.LTD., registered address 111 North Bridge Road, #14-04 Peninsula Plaza, Singapore (179098);

"Services" means the cloud-based product(s), software and services(s) that SurferCloud, as a duly appointed licensee, is providing to the Customer (as set out in the Order Form), including any future upgrades, enhancements and modifications, and including any product(s) and Services(s) that are used for the purposes of demonstration and training;

"Order Form" means the order form or customer contract signed by the Customer in respect of the Services;

"Prohibited Data" means any unlawful data, and any special categories of data enumerated in Article 9(1) of the European Union Regulation 2016/679, or any successor legislation, including patient, medical, or other protected health information, credit, debit, or other payment card data or financial account information, or credentials granting access to an online account (e.g. username plus password), or any data that is otherwise protected under foreign or domestic laws

"Service Period" means the period beginning on the Commencement Date until the termination of these Terms; and

"User" means an individual who is authorised by Customer to use the Services, and to whom Customer has supplied a user identification and password ;(for Services utilising authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

1.2 Clause headings are for ease of reference only.

1.3 In these Terms unless the context otherwise requires:

  • words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine and neuter genders and vice versa;
  • the expression "these Terms" or any similar expression shall mean this present and any supplemental written deed thereto as may be in force from time to time or any time;
  • the words "hereof", "herein", "hereon", and "hereunder" and words of similar import, when used in these Terms, refer to these Terms as a whole and not to any particular provision of these Terms;
  • references to "Clauses"are, unless otherwise stated, to Clauses to these Terms;
  • the term "directly or indirectly"means directly or indirectly through one or more intermediary persons or through contractual or other legal arrangements, and "direct or indirect"shall have correlative meanings;
  • reference to any legislation or law or to any provision thereof shall include references to any such legislation or law as it may, after the Commencement Date, from time to time, be amended, supplemented or re-enacted;
  • reference to the word "include"or "including"shall be construed without limitation;
  • terms defined in these Terms shall include their correlative terms;
  • time is of the essence in the performance of the parties' respective obligations and if any time period specified herein is extended, such extended time shall also be of essence;
  • references to the knowledge, information, belief or awareness of any person shall be deemed to include the knowledge, information, belief or awareness of such person after examining all information and making all due diligence inquiries and investigations which would reasonably be expected or required from a person of ordinary prudence;
  • the parties acknowledge that they and their respective counsel have read and understood the terms of these Terms and have participated equally in the negotiation and drafting. Accordingly, no court or arbitrator construing these Terms shall construe it more stringently against one party than against the other;
  • if any clause in Clause 1 is a substantive provision conferring rights or imposing obligations on any party, effect shall be given to it as if it were a substantive provision in the body of these Terms;
  • and any reference to "satisfactory"and phrases of similar import mean the occurrence of the relevant event or circumstance or fulfilment of the relevant condition to the reasonable satisfaction of relevant party.


2.1 By installing and/or using all or any portion of the Service, the Customer accepts and agrees to abide by the provisions in the Order Form, these Terms, the Documentation and any other applicable policies and terms which may be published on SurferCloud 's website.

2.2 SurferCloud reserves the right, in its sole discretion, to update these Terms and Documentation from time to time. The latest version of these Terms and Documentation may be found on SurferCloud's website, and will be effective immediately upon posting. The Customer's continued use of the Services after amendments to these Terms and/or Documentation become effective shall constitute a binding acceptance of such amendments.


3.1 Each party represents and warrants that it has the legal power to accept these Terms.

3.2 Subject to these Terms, and pursuant to a license granted to SurferCloud, SurferCloud hereby grants to the Customer, from the Commencement Date, a non-exclusive, non-sublicensable, and non-transferable license to use the Services during the Service Period.

3.3 During the Service Period, SurferCloud shall:

3.3.1 provide applicable standard support for the Services to the Customer at no additional charge;

3.3.2 use commercially reasonable efforts to ensure that the Services are available 99.9% of the time (on a 24 hours a day, 7 days a week basis), except for: (i) planned downtime, including maintenance, and (ii) any unavailability caused by circumstances beyond SurferCloud's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving SurferCloud employees), Internet service provider failure or delay, actions by Users or third parties, or denial of service attack; and

3.3.3 provide the Services in accordance with laws and government regulations applicable to SurferCloud's provision of its Services to its customers generally (i.e., without regard for Customer's particular use of the Services), and subject to Customer's use of the Services in accordance with these Terms.


4.1 The Services are either owned by or have been duly licensed to SurferCloud for resale and distribution. Subject to the limited rights expressly granted hereunder, SurferCloud and its licensors (as the case may be) reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to the Customer hereunder other than as expressly set forth herein.

4.2 Customer shall grant to SurferCloud a worldwide, non-exclusive right to SurferCloud to use, copy, store, transmit, display, modify and create derivative works of Customer Data to the extent required by SurferCloud to provide, manage and improve the Services and related services, as well as to provide support to Customer.

4.3 The Customer agrees that it shall:

4.3.1 comply with all applicable laws, regulations, guidelines, directions, instructions and limitations concerning the use of the Services, as may be issued by SurferCloud or its licensor from time to time;

4.3.2 be responsible for:

(a) Users' compliance with these Terms, including the Documentation;

(b) and the accuracy, quality and legality of any Customer Data and the means by which it acquires the Customer Data;

4.3.3 use commercially reasonable efforts to prevent unauthorised access to and/or use of the Services, and shall notify SurferCloud promptly of any such unauthorised access or use;

4.3.4 not:

(a) make any Service available to, or use any Service for the benefit of anyone other than the Customer or its Users, unless expressly stated otherwise;

(b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service;

(c) use any Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, any material in violation of third-party privacy rights, or any Malicious Code;

(d) use any Service in any way to carry out or facilitate any activity which may be objectionable, illegal or prohibited by applicable law, or which may result in economic or reputational harm to SurferCloud or its affiliates;

(e) use any Service or related features in connection with any activities where its use or failure could lead to death, personal injury, or environmental damage, such as in life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control (collectively, “High Risk Activities");

(f) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein;

(g) attempt to gain unauthorised access to any Service or Content or its related systems or networks;

(h) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit

(i) copy a Service or any part, feature, function or user interface thereof;

(j) remove, alter or destroy any proprietary, trademark or copyright notices placed upon or contained within the Services or Documentation. The products referenced in any Services or in any Documentation are trademarks of SurferCloud's licensor and/or its affiliated companies and may be registered in certain jurisdictions. The Customer acquires no rights of any kind in or to any trademark, trade name, logo or product designation under which the Services were or are marketed and Customer may not make any use of the same for any reason;

(k) access any Service or Content in order to build a competitive product or service or to benchmark with a competing or similar product or service;

(l) reverse engineer, modify, decrypt, disassemble, copy or decompile any Service or permit anyone else to do so (to the extent such restriction is permitted by law);

(m) take any action in relation to the Service in any way that may prejudice the commercial exploitation or legitimate interests of SurferCloud and/or its affiliates (including SurferCloud's licensor) in the Services; or

(n) send or transmit any Prohibited Data to the Service;

4.3.5 maintain all necessary rights, approvals, licences and consents as may be required to grant SurferCloud the rights to Customer Data, and to the extent that Customer Data contains the personal data of any individuals, Customer represents and warrants that such Customer Data is being collected, used, processed, disclosed or transferred by Customer in compliance with applicable laws;

4.3.6 upon reasonable request by SurferCloud, provide all necessary information, cooperation and assistance as may be necessary to address any technical issues arising from its use of the Services; and

4.3.7 grant to SurferCloud and its affiliates a worldwide, perpetual, royalty-free licence to use and incorporate into its services any suggestion, enhancement request, recommendation or other feedback provided by the Customer or Users relating to the operation of SurferCloud's or its affiliates' services.

4.4 The Customer agrees that any violation of its obligations under Clause 4 above, or any use of the Services in breach of these Terms or the Documentation by Customer or Users that in SurferCloud's judgment imminently threatens the security, integrity or availability of SurferCloud's services, may result in removal or modification of Customer Data, or immediate suspension or termination of the Services without any liability to the Customer. SurferCloud will use commercially reasonable efforts under the circumstances to provide the Customer with an opportunity to remedy such violation or threat prior to any such removal, modification, suspension or termination.

4.5 The Customer agrees that it will immediately notify SurferCloud in the event that it becomes aware of any breach of Clause 4.3 or misuse of the Services, and will provide SurferCloud with reasonable assistance to remedy such breach or misuse.

4.6 The products and services provided on this website are not applicable to users in Singapore. Any content on this website should not be interpreted as an invitation to any individual or business in Singapore.

4.7 SurferCloud may also report any activity that it suspects to be in violation of any applicable law to relevant law enforcement or governmental authorities or third parties. Such reports may include the disclosure of appropriate customer information.

4.8 SurferCloud may also cooperate with relevant law enforcement or governmental authorities to assist with their investigation and prosecution of illegal conduct in relation to the Services.


5.1 Unless otherwise specified, all amounts paid or payable to SurferCloud shall be paid in the currency noted on the Order Form. Should the Customer elect to use any other currency as a means of payment, the Customer shall bear all bank charges, currency conversion fees and other applicable charges.

5.2 If any amount owed to SurferCloud is not received by SurferCloud before the due date, then without limiting SurferCloud's rights or remedies:

5.2.1 those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower;

5.2.2 SurferCloud would be entitled to suspend provision of the Services until such amounts are paid in full; and

5.2.3 upon payment being in arrears for more than 7 Days, SurferCloud shall be entitled to permanently remove any Customer Data stored or uploaded by the Customer to the Services.


6.1 Mutual indemnities

6.1.1 SurferCloud agrees that it shall defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Service infringes or misappropriates such third party's intellectual property rights (a "Claim Against Customer"), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by SurferCloud in writing of, a Claim Against Customer, provided Customer (a) promptly gives SurferCloud written notice of the Claim Against Customer, (b) gives SurferCloud sole control of the defense and settlement of the Claim Against Customer (except that SurferCloud may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives SurferCloud all reasonable assistance, at SurferCloud's expense. If SurferCloud or its affiliates receives information about an infringement or misappropriation claim related to a Service,

SurferCloud may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching any of its obligations, representations or warranties under these Terms, (ii) obtain a license for Customer's continued use of that Service in accordance with these Terms, or (iii) terminate Customer's subscriptions for that Service upon 30 days' written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply to the extent a Claim Against Customer arises from any action by Customer, use of Customer Data or Customer's breach of these Terms.

6.1.2 The Customer agrees that it shall defend SurferCloud and its affiliates against any claim, demand, suit or proceeding made or brought against SurferCloud and/or its affiliates by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, or arising from Customer's use of the Services in breach of these Terms or applicable law (each a "Claim Against SurferCloud"), and will indemnify SurferCloud from any damages, attorney fees and costs finally awarded against SurferCloud as a result of, or for any amounts paid by SurferCloud under a settlement approved by Customer in writing of, a Claim Against SurferCloud, provided SurferCloud promptly gives Customer written notice of the Claim Against SurferCloud and gives Customer all reasonable assistance for the defence and settlement of such claim, at Customer's expense.

6.2 The indemnities set out under this Clause 6.1 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this clause.

6.3 Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Each party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers.

6.4 Subject to Clause 6.5 below, in no event shall the aggregate liability of SurferCloud together with all of its affiliates arising out of or related to these Terms exceed the total amount paid by Customer hereunder for the Services giving rise to the liability in the one (1) months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit Customer's and its affiliates' payment obligations under Clause 5 (Fees and Payment) above.

6.5 Subject to Clause 6.6 below, in no event will either party or its affiliates have any liability arising out of or related to these Terms for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party's or its affiliates' remedy otherwise fails of its essential purpose.

6.6 The limits described in Clauses 6.4 and 6.5 shall not apply to any breach of the Customer's obligations under Clause 4 (Intellectual Property Rights and Restrictions On Use), Clause 5 (Fees and Payment) and Clause 6.1 2. Customer further acknowledges that the Service and related features are not intended to meet any legal obligations for use in connection with Prohibited Data or High Risk Activity, and therefore, notwithstanding anything else in these Terms, SurferCloud shall have no liability for Prohibited Data processed or High Risk Activity-related use, in connection with the Service.


7.1 These Terms commences on the Commencement Date and continues unless terminated by either party by giving at least thirty (30) days' prior written notice to the other party; or

7.2 SurferCloud may terminate these Terms with immediate effect if:

7.2.1 the Customer has committed a material breach of the terms of these Terms, and such breach is not cured within fifteen (15) days after written notice of such breach is given by SurferCloud;

7.2.2 the Customer has at any time provided any false or incomplete information to SurferCloud;

7.2.3 the Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors;

7.2.4 SurferCloud's right to grant the licence set out in Clause 1 has been terminated; and/or

7.2.5 the Customer is in breach of any local laws and/or is required by the government to cease operations.

7.3 Upon termination:

7.3.1 if such termination occurred in accordance with 1 above, SurferCloud will refund Customer any prepaid amounts in respect of credits which have been purchased but not utilised by Customer and/or any deposits;

7.3.2 Customer shall settle all outstanding amounts and invoices in full; and

7.3.3 Customer shall destroy or return to SurferCloud all copies of SurferCloud's Confidential Information.


8.1 Each party acknowledges that in the course of dealings between the parties, each party may acquire information about the other party, its business activities and operations, its technical information and trade secrets, its business activities, customer lists, sales techniques, data and title files and formats, all of which are highly confidential and proprietary to the other party (the "Confidential Information"). Confidential Information will not include information generally available or known to the public, or information independently developed outside the scope of these Terms. Each party will hold all such Confidential Information in strict confidence and will not use or reveal the same except pursuant to a court order (after giving notice to the other party and an opportunity to challenge or respond to such order) as permitted under these Terms or upon request of the other party. The Confidential Information will be safeguarded with at least the same degree of care as a party uses to safeguard its own most confidential materials or data relating to its own business, but in no event less than a reasonable degree of care.

8.2 Clause 8.1 shall not prohibit disclosure of any Confidential Information if and to the extent:

8.2.1 required by applicable laws;

8.2.2 the information is properly disclosed to the professional advisors, auditors or bankers of the disclosing party, provided that the recipient is under a binding obligation not to disclose the information;

8.2.3 the information is in the public domain, other than through a breach of Clause 8.1;

8.2.4 the Party to which the information relates has consented to the announcement or disclosure; or

8.2.5 the disclosure is required for the purpose of any legal proceedings arising out of these Terms.


9.1 In this clause "personal data", "processing", and "data intermediary" shall have the meanings assigned to them in the Personal Data Protection Act 2012 (Act 26 of 2012), "disclosing party" means the party that discloses personal data to the receiving party, and "receiving party" means the party that receives personal data from the disclosing party.

9.2 To the extent that the receiving party processes personal data of the disclosing party in the course of providing the support and maintenance services or otherwise, all such data is processed by the receiving party on behalf of the disclosing party, and the receiving party shall be considered a data intermediary under the Personal Data Protection Act 2012 (Act 26 of 2012).

9.3 The receiving party will, in the processing of the disclosing party's personal data:

9.3.1act only on the instructions of the disclosing party;

9.3.2comply with the obligations imposed by the Personal Data Protection Act 2012 (Act 26 of 2012) on the receiving party.

9.4 The receiving party shall comply with any notice from the disclosing party requiring any information that the disclosing party reasonably requires to verify the receiving party's compliance with this provision.


10.1 Neither party shall be liable to the other party for any failure or delay in performance caused by reasons beyond its reasonable control, including without limitation, acts of government, ware, riot, civil disturbance, strike, industrial dispute, accident, breakdown of computers, plant or machinery, provided that the party:

10.1 promptly notifies the other of the force majeure event and its expected duration; and

10.2 uses best endeavours to minimise the effects of that event.


11.1 Notices required to be sent to either party will be in writing and sent to the party's address in the Order Form, or to such other address as a party may subsequently specify in a notice provided in the manner described in this clause. Notices may be given, and will be deemed received:

11.1.1 by pre-paid post: two Business Days after posting;

11.1.2 by airmail: seven Business Days after posting;

11.1.3 by hand: on delivery;

11.1.4 by facsimile: on receipt of a successful transmission report from the correct number;

11.1.5 by email: on receipt of a delivery return mail from the correct address.

11.2 This clause does not apply to notices given in legal proceedings or arbitration.


12.1 Except as otherwise described in Clause 2, no amendment, waiver or variation of these Terms shall be valid or effective unless it is in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, SurferCloud.

12.2 No failure, delay or omission by SurferCloud in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

12.3 No single or partial exercise of any right, power or remedy provided by law or under the Agreement by SurferCloud shall prevent any future exercise of it or the exercise of any other right, power or remedy by SurferCloud.

12.4 A waiver of any term, provision, condition or breach of the Agreement by SurferCloud shall only be effective if given in writing and signed by SurferCloud, and then only in the instance and for the purpose for which it is given.

12.5 Any amendment or termination effected in accordance with this Clause 12 shall be binding on each party to the Agreement and all of such party's successors and assigns, regardless of whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver.


13.1 The Agreement is personal to the Customer and the rights and obligations under it cannot be transferred or assigned, in whole or in part, without SurferCloud's prior written consent.

13.2 The Customer acknowledges and agrees that all rights given to SurferCloud by the Agreement and/or these Terms may be assigned to and/or exercised by any third party, including SurferCloud's licensors and authorised resellers.


14.1 If any Clause or part thereof of these Terms shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other Clause or part thereof all of which shall remain in full force and effect.


15.1 For the purposes of the Contracts (Rights of Third Parties) Act (Cap. 53B of Singapore), these Terms is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.

15.2 SurferCloud and its affiliates (including its licensors and authorised resellers) shall be entitled under the Contracts (Rights of Third Parties) Act (Cap. 53B of Singapore) to enforce any of the provisions of the Order Form, these Terms and/or the Documentation (to the extent that they are to be construed as third parties under such agreements). The consent of any such affiliate is not required in order for SurferCloud to rescind or vary the Terms or any provision of it.


16.1 The rights and remedies provided in the Agreement for the parties are cumulative and not exclusive of any rights and remedies provided by law.

16.2 The Customer shall at the request of SurferCloud, and at the Customer's own cost, do all acts and execute all documents which are necessary to give full effect to the Agreement.

16.3 The Agreement and any documents entered into pursuant to it constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.4 SurferCloud shall be entitled to set-off under these Terms any liability which it has or any sums which it owes to the Customer under the Agreement or under any other contract which SurferCloud has with the Customer.

16.5 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the parties will negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of these Terms.


17.1 These Terms may be signed in any number of counterparts and by the parties on separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement. These Terms shall not be effective until each party has signed one counterpart.


18.1 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Singapore.

18.2 The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore to support and assist the arbitration process pursuant to Clause 19, including if necessary the grant of injunctive relief pending the outcome of that process.


19.1 Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore and the language of the arbitration shall be English. The Tribunal shall consist of three arbitrators.


20.1 These Terms may change due to the business change or the greater degree of transparency. You can check the date of the last version on the top of these Terms. These Terms will become immediately effective once it is posted on our website. If there are any material changes on these Terms, we will notify you by either sending an Email (specified by your account) or posting a notice on this website before the change becoming effective. You are suggested to visit our website frequently to check the recent change. The continued use of the SurferCloud Services represents the consent of changes to these Terms.

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