END USER LICENSE AGREEMENT

Updated this 17 January 2024

1. Introduction

1.1. This End User License Agreement (the “EULA“) is a binding agreement between you (“Customer” or “you“) and RenalWorks Pte Ltd, RenalWorks Malaysia Sdn Bhd and its group of companies (“RenalWorks”, or “Company”). This EULA governs your use of the software ‘RenalGenie’ including all the cloud-based software, updates or modified cloud-based software and documentation provided or related thereto (“Software”). You must read this document carefully.

1.2. The Company reserves the right to change or modify any of the terms and conditions contained in the EULA without notice and all such revisions are effective immediately upon posting and apply to all access to and continued use of the Software.

1.3. BY DOWNLOADING/INSTALLING/USING THE SOFTWARE, YOU:

ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THIS EULA;

REPRESENT AND WARRANT THAT YOU ARE THE LEGAL AGE OF MAJORITY UNDER APPLICABLE LAW TO FORM A BINDING CONTRACT WITH US; AND

AGREE THAT IF YOU ACCESS THE APPLICATION FROM A JURISDICTION WHERE IT IS NOT PERMITTED, YOU DO SO AT YOUR OWN RISK. IF YOU DO NOT AGREE TO THIS EULA, DO NOT DOWNLOAD/INSTALL/USE THE SOFTWARE.

2. Definition

Personal Data” means personal data and information that relates directly or indirectly to the Customer, and/or the Customer’s next of kin, including:

    • name;
    • identification/passport number;
    • occupation;
    • contact particulars;
    • gender;
    • birth date;
    • addresses (including email and internet protocol addresses);
    • the contact details of family members or guardian (if applicable); and
    • all other personal data.

Consequential Damage” means indirect, special, incidental, punitive, exemplary, consequential or extra-contractual damages of any kind, including third-party claims, loss of profits, loss of goodwill, loss of personnel salaries, computer or system failure or malfunction, costs of obtaining substitute cloud services, work stoppage, denial of access or downtime, system or service disruption or interruption, or any lost, damaged, or stolen data, information or systems, as well as the costs of restoring any lost, damaged, or stolen data, information or systems.

Derivative Work” means work that is based on one or more preexisting works (such as a revision, translation, dramatisation, motion picture version, abridgment, condensation, enhancement, modification, or any other form in which preexisting work may be recast, transformed or adapted), which, if created without the authorisation of the copyright owner of the preexisting work, would constitute copyright infringement.

Force Majeure Event” means any conditions beyond the reasonable control of the affected party, including war, acts of God, acts of government, pandemic, outbreak of diseases or national health emergency, riots, fire, flood, accident, explosion, mob violence, sabotage, inability to procure or general shortage of labour, equipment facilities, materials or supplies in the ordinary course on the open market, failure of normal transportation, strike, curfew, lockout, government mandated lock-down, or any other causes, whether similar or dissimilar to the foregoing.

Intellectual Property Rights” means all intellectual property or other proprietary rights throughout the world, whether existing under statute, at common law or in equity, now existing or created in the future, including:

copyright, trademark and patent rights, trade secrets, moral rights, right of publicity, authors’ rights;

any application or right to apply for any of the rights referred to in paragraph (a); and

all renewals, extensions, continuations, divisions, restorations or reissues of the rights, or applications referred to in paragraphs (a) and (b).

 

3. Software License

3.1. Subject to the terms of this EULA, RenalWorks grants you a limited, non-exclusive, revocable, non-transferable license to download, install, and use the Software for your personal, non-commercial use strictly in accordance with the Software’s documentation (“Documentation”).

3.2. The Software (including, but not limited to, any images, photographs, animation, video, audio, music, text and “applets” incorporated into the Software) is owned by the Company and third-party licensors, and its structure, organisation and code are valuable trade secrets of the Company and the third-party licensors. The Software is protected by copyright and other intellectual property laws and international treaties. Except as expressly set forth in this EULA, this EULA does not grant the Customer any Intellectual Property Rights in the Software and the Customer cannot use the Software except as specified herein. The Software is licensed, not sold.

4. License Restrictions

Except as expressly set out in this EULA, the Customer agrees:

4.1. not to copy the Software except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;

4.2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;

4.3. not to make alterations to, or modifications of, the whole or any part of the Software, or permit the Software or any part of it to be combined with, or become incorporated into, any other programs;

4.4. not to reverse-engineer or create Derivative Works based on the whole or any part of the Software or attempt to do any such thing except to the extent that such actions cannot be prohibited under local law, if applicable, provided that the information obtained by you during such activities is not unnecessarily disclosed or communicated without Company’s prior written consent to any third party, and is not used to create any software that is substantially similar to the Software;

4.5. to keep all versions of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

4.6. not to provide or otherwise make available the Software in whole or in part (including object and source code), in any form to any person without prior written consent from the Company; and

4.7. not to remove any proprietary notices from the Software (e.g., copyright and trademark notices).

 

5. Term and Termination

The term of this EULA commences when you download/install the Software and will continue in effect until terminated as provided herein (the “Term“). You may terminate this EULA by deleting the Software and all copies thereof. The Company may terminate this EULA at any time without notice if it ceases to support the Software, which the Company may do in its sole discretion. In addition, this EULA will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this EULA. Upon termination, all rights granted to you under this EULA will also terminate and you must cease all use of the Software and delete all copies thereof and account. Termination will not limit any of the Company’s rights or remedies at law or in equity.

 

6. Intellectual Property Rights

6.1. The Customer acknowledges that all Intellectual Property Rights in the Software anywhere in the world belong to the Company or its licensors, that rights in the Software are licensed (not sold) to the Customer, and that the Customer shall have no rights in, or to, the Software other than the right to use it in accordance with the terms of this EULA.

6.2. The Customer acknowledges that the Customer has no right to have access to the Software in source-code

6.3. Any data, comments or materials which the Customer has sent through the Software, or sent to the Company, including feedback data, questions, comments, suggestions (“Feedback”), shall be deemed to be non-confidential and non-proprietary. The Company shall have no obligation of any kind with respect to such Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create Derivative Works and distribute the Feedback to others without limitation, except for Personal Data which might be included in the Feedback and which will only be used to contact the Customer on any questions the Customer might have or to resolve any issues the Customer might experience in using the Software. Furthermore, the Company shall be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing the Company’s products or services incorporating such Feedback. The Customer is prohibited from posting or transmitting to or from the Software any Feedback:

    • that contains viruses and/or corrupted files that may damage the operation of the website or any computers;
    • that makes false statements and/or notifications, including registration of email addresses belonging to other parties;
    • that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; and
    • for which the Customer has not obtained all necessary licenses and/or approvals, or which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the

 

7. Limited Warranty and Disclaimer

7.1. Limited Warranty: The Company warrants that the Software licensed under this EULA will perform substantially in accordance with the Documentation (“Limited Warranty”). The Customer’s exclusive remedy and the Company’s entire obligation and liability for any breach of the Limited Warranty is to repair or replace the Software or refund to the Customer not exceeding the price the Customer paid for the Software if a repair or replacement of the Software would, in the Company’s opinion, be unreasonable. The Limited Warranty is conditioned upon the Customer providing the Company prompt written notice of the Software’s failure to perform substantially in accordance with the Documentation.

7.2. Exclusion of warranty: The Limited Warranty will not apply if:

    • the Software is not used in accordance with this EULA or the Documentation;
    • the Software or any part of the Software has been modified by any entity other than Company;
    • a malfunction in the Software has been caused by any equipment or software not supplied by the Company; or
    • issues are due to a third-party add-on/plugin used in the Software.

7.3. Disclaimer of warranties: Except for the Limited Warranty, the Software is provided “as is.” To the extent permitted by law, the Company makes no other representations or warranties of any kind regarding the Software, and the Company disclaims all other obligations and liabilities, or express or implied warranties regarding the Software, including implied warranties of merchantability, quality, fitness for a particular purpose, title, non-infringement, or systems integration. The Company makes no warranty, representation or guarantee as to the Software’s use or performance, or that the operation of the Software will be fail-safe, uninterrupted or free from errors or defects, or that the Software will protect against all possible threats.

7.4. Third parties: The Company’s products or services may contain independent third-party products and rely on them to perform certain functionality, including malware definitions or URL filters and algorithms. The Company makes no warranty as to the operation of any third-party products or the accuracy of any third-party information.

 

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall the Company’s total liability to you for all damages exceed the actual amount paid by the Customer to the Company for the Software.

9. Indemnification

9.1. Customer indemnification obligations: The Customer shall unconditionally indemnify and defend the Company, its affiliates, and their officers, directors, employees, contractors and agents (each, a “Company Indemnified Party”) against any claims, liabilities and expenses (including court costs and reasonable solicitors’ or attorney fees) that a Company Indemnified Party incurs as a result of or in connection with any third-party claims arising from:

    • the Customer‘s failure to obtain any consent, authorisation or license required for the Company’s use of data, software, materials, systems, networks or other technology provided by the Customer under this EULA;
    • the Customer’s use of the Software in a manner not expressly permitted by this EULA;
    • the Company’s compliance with any technology, designs, instructions or requirements provided by the Customer or a third party on the Customer’s behalf;
    • any violation by the Customer of applicable laws; and
    • any reasonable costs and solicitors’/attorney’s fees required for the Company to respond to a court order or other official government inquiry regarding the Customer’s use of the Software.

9.2. Exclusions: Notwithstanding anything to the contrary in this EULA, the Company will not indemnify or defend the Customer for claims asserted, in whole or in part, against:

    • technology, designs or requirements that the Customer provided to the Company; and
    • modifications or programming for the Software that were made by anyone other than the Company.

9.3. Remedies: The Company may, in its sole discretion and at its own expense, with respect to any Software that is subject to a claim:

    • Procure for the Customer the right to continue using the Software;
    • replace the Software with a non-infringing Software;
    • modify the Software so that it becomes non-infringing; or
    • upon the Customer’s subscription termination of the Software to the Company and  removal of the Software from the Customer’s systems, refund the value of the subscriptions paid by the Customer to the date of claim.

10. Privacy and Collection of Personal Data or System Information

10.1 The Software may employ applications and tools to collect Personal Data, sensitive data or other information about the Customer, IP address, location, device and browser information.

10.2 The collection of the Personal Data may be necessary to provide the Customer with the relevant Software or support functionalities. Kindly refer to our Privacy Policy which sets out our practices and policies with respect to Personal Data including its collection, purpose and disclosure and the terms of the Privacy Policy is deemed incorporated herein.

 

11. Subscription Fee

The Customer acknowledges that the rights granted to the Customer under this EULA are conditional on the Customer’s timely payment of the subscription license fee payable to the Company in connection with the Software Subscription Agreement.

 

12. Support and Maintenance

12.1 The Company’s Customer Support Team shall provide support to the Customer during the subscription period over email at enquiry@renalworks.com.

12.2. The Company shall use reasonable endeavours to respond to requests for support services promptly, and in any case in accordance with the following support requests:

 

Types:Response Time:Resolution Time:

(I) General Support

To provide prompt and effective assistance for routine administrative and non-technical inquiries related to the use of the RenalGenie software via our Customer Support Team.

Services Included:
1. User account creation and management.
2. Access control and permissions.
3. General system configurations and settings.
4. Non-technical inquiries and guidance.

4 Hours2-10 Days

(II) Defect and Bug

To address and rectify any defects, bugs, or unexpected issues that may impact the functionality and performance of the RenalGenie software via our Software Developer Team.

Services Included:
1. Identification and resolution of software defects and bugs.
2. Rectification of functional errors affecting user experience.
3. Timely response to critical issues causing system downtime or data inaccuracies.

4 Hours15-50 Days

(III) Feature Enhancement and Improvement

To continuously enhance and improve the RenalGenie software by addressing feature requests, performance optimizations, and user experience enhancements that may require cross-functional teams’ analysis and are subject to approval.

Services Included:
1. Assessment and consideration of feature requests.
2. Implementation of performance optimization suggestions.
3. Incorporation of user experience improvements.

4 Hours60-75 Days
Resolution Time: To resolve support issues

Legend:
Day = Working day
Hour = Working hour
Response Time: In response to general inquiries
Resolution Time: To resolve support issues

12.3. If necessary, the Customer shall be provided with a walk-through of the Software through calls with trained customer service representatives, to explain and demonstrate the working of the Software.

 

13. Relationship

The parties are independent contractors under this EULA and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither party intends this EULA to benefit, or create any right or cause of action in or on behalf of, any person or entity other than the parties and listed affiliates. This EULA is not intended to create a third-party beneficiary of any kind. The Customer must not represent to any third party that it has any right to bind the Company in any manner and the Customer will not make any representations or warranties on behalf of the Company.

 

14. Severability

Each of the clauses of these EULA is severable from the others of such clauses and if at any time any provision in this EULA is or becomes illegal, invalid or unenforceable in any respect the remaining provisions in this EULA shall in no way be affected or impaired.

 

15. No Waiver

A party’s failure or delay in enforcing any provision of this EULA will not operate as a waiver of the right to enforce that provision or any other provision of this EULA at any time. A waiver of any provision of this EULA must be in writing, specify the provision to be waived and be signed by the party agreeing to the waiver.

 

16. Force Majeure

16.1. The Company shall not be liable for delays or failures to perform any of its obligations under this EULA to the extent caused by a Force Majeure Event.

16.2. The Company’s failures or delays in its performance are excused to the extent they result from: (a) The Customer’s acts or omissions, or those of its employees, agents, users, affiliates or contractors; (b) The Customer’s failure or delay in the performance of a specific task, obligation or responsibility under this EULA or a schedule, which task, obligation, or responsibility is a condition or requirement for a Company task, obligation, or responsibility; (c) reliance on instructions, authorisations, approvals or other information from the Customer; or (d) acts or omissions of third parties (unless directed by the Company).

 

17. Assignment

The Customer may not sublicense, assign or transfer its rights under this EULA without the Company’s prior written consent. Any attempt by the Customer to sublicense, assign or transfer any of its rights, duties or obligations under this EULA, whether directly, or indirectly by merger, acquisition or change of control, will be null and void.

 

18. Governing Law

This EULA shall be governed by and construed in accordance with the laws of Singapore and parties submit to the non-exclusive jurisdiction of the courts of Singapore.

 

19. Contact Information

For general inquiries, complaints or questions regarding the Software, please contact us by:

  • emailing to: enquiry@renalworks.com or
  • writing to:
    Software Manager,
    RenalWorks Malaysia Sdn Bhd
    B-1-18 Oasis Square,
    Jalan PJU 1A/7A,
    Ara Damansara 47301 Petaling Jaya, Selangor,
    Malaysia.