hei Platform End User License Agreement
(EULA)
Effective Date: 01 May 2023
Imagene Labs Pte. Ltd. (the “Company”) incorporated and registered in Singapore
with company registration number 201601438E whose office is at 115 Eunos Avenue
3 #05-01 Singapore 409839, and its affiliates and subsidiaries (collectively, “ILPL”,
“Company”, “we”, “us” and “our”) makes the Service (as defined below),
available on Company’s website https://hei.imagenelabs.com (the “Portal”)
subject to the following hei Platform End User License Agreement (“EULA”,
“Agreement”).
1. Definitions
1.1. “Platform” is a digital health Software-as-a-service (“SaaS”) platform
(“Platform”), developed by the Company, registered under the trademark, and
marketed as hei, that delivers personalised wellness programs tailored to
end-users (“Client”) personal lifestyle, biology, and environment. Hei platform
uses:
1.1.1. A Health Decision Support System (“HDSS”) that links health observations
with health knowledge and assists Health Coaches with health decision-making
tasks either through rule-based engine or artificial intelligence (“AI”) for
the improved delivery of personalised recommendations to Clients;
1.1.2. A web-based portal, accessible at https://hei.imagenelabs.com, that assists Health coaches to manage their Clients’ data,
communication with their Clients, Services and Subscriptions;
1.1.3 A mobile application to facilitate the delivery of health related
information to Clients and collect payments for Services;
1.2. “Account” means access to the Platform provided by the Company to a Health
Coach or a Client.
1.3. “Adaptation” means (a) reproduction or modification of any part of the
software, creating a derivative work of any part of the software or incorporate
the software into or with other software; (b) decompilation, disassembling,
reverse engineering or other attempt to reconstruct or discover any source
code, underlying ideas, algorithms, file formats or programming interfaces of
the software by any means whatsoever, except to the extent expressly authorized
in writing by the Company.
1.4. “Content” means health-decision support rules, recommendations, goals,
habits, questions, information cards, notes, comments, feedback, and other
materials provided as part of the Service whether by Company, Clients, Health
Coaches or a third party.
1.5. “Consent” means freely given, specific, informed, and unambiguous
indication of the data subject's wishes by which he or she, by a statement or
by a clear affirmative action, signifies agreement to the processing of
personal data relating to him or her.
1.6. “Service” means free, trial, or paid access provided by the Company to You.
1.7. “User“ means anyone (a Client, a Health Coach, or any other party) that
has an Account in the Platform.
2. Introduction
2.1. Please read this Agreement carefully before you use the Service. It sets
out the basis on which Company makes the Service available to you and on which
you may use it. This EULA is a legally binding contract. By creating an
Account, you accept all the conditions of this Agreement on behalf of yourself
and any entity or individual you represent or for whose device you acquire the
Service (collectively “User”, “you”, or “your”).
2.2. hei’s Privacy Policy (“Privacy Policy”) and Terms and Conditions (“Terms and Conditions”) are an integral part of this EULA. By
using our Service, you agree to accept and to be bound by this EULA, Privacy
Policy and Terms and Conditions at all times. If you do not agree with the
terms of this Agreement, do not use the Service.
2.3. This Agreement will also be applicable to the use of the Service on a
trial or freemium basis. By using the Service, you signify your irrevocable
acceptance of this Agreement.
3. Acceptable use and Restrictions
3.1. While using the Portal and the Service you will comply with all applicable
laws, rules, and regulations. In addition, the Company expects the Users to
respect the rights and dignity of others. Users should make a reasonable effort
to protect their passwords and to secure resources against unauthorized use or
access. You must configure hardware and software in a way that reasonably
prevents unauthorized users from accessing your Account. If unauthorized access
is detected – report it to hei@imagenelabs.com immediately.
3.2. Your use of the Platform is conditioned on your compliance with the rules
of conduct set forth in this Section; any failure to comply may also result in
termination of your access to the Platform as set forth in Section
“Termination”.
3.3. You acknowledge that the Service is and shall remain the sole and
exclusive property of the Company. The Company reserves all rights to the
Service not expressly granted herein, and the Company grants, and you receive,
no rights in the Service by implication or otherwise, except those rights
expressly granted herein.
Unless you have a prior written permission from us or as expressly permitted
herein, you agree not to:
3.3.1. reverse engineer, decompile, decrypt, disassemble or otherwise reduce
Service or any portion thereof, in either case, which has not been licensed in
source code form by the Company, to human-readable form except and only to the
extent any such restriction is prohibited by applicable law;
3.3.2. deploy the Service on more devices than the number owned or allocated to
you;
3.3.3. prepare any derivative works from, modify, copy, or use the Service in
any manner;
3.3.4. use any robot, spider, crawlers, deep-link, automated content scraping
script, grabbers or other automatic device, program, techniques, algorithm, or
methodology to retrieve, index, scrape, data mine or in any way gather, copy,
or monitor any portion of the Platform, Content or Service;
3.3.5. decipher, decompile, decompose, debug, disassemble, reverse engineer,
simulate or derive source code, data models, ideas or algorithms from the
Platform, Content or Service or use any of the foregoing to create any
derivative works, site, software, service or content similar to the Platform,
Service, Content;
3.3.6. transfer, sell, rent, lease, distribute, sublicense, loan or otherwise
transfer Service in whole or in part to any third party;
3.3.7. use Service for providing time-sharing services, any SaaS offering,
service bureau services or as part of an application services provider or as a
service offering;
3.3.8. alter or remove any marks and notices in Service;
3.3.9. make available to any third party any analysis of the results of
operation of Services, including benchmarking results; or
3.3.10. to interfere or attempt to interfere with the proper operation of the
Service or any activities conducted through the Service. Company reserves the
right to bar any such activity.
3.4. Use on behalf of organization You represent and warrant to us that you
have the full right, power and authority to access and use the Service and, to
the extent necessary, that you have obtained all necessary corporate or other
authorizations or consents to access and use the Service. Thus, if you are an
individual (e.g., employee or consultant) acting on behalf of an organization,
you represent and warrant that you have obtained all necessary authorizations
or consents (i.e. you must be an authorized representative) to accept this EULA
on behalf of such organization so that, in addition to yourself, such
organization is bound by the EULA.
4. Account Registration
4.1. In order to use the Service, you must have a valid Account. To acquire an
Account for the Service, you must provide the Company with an electronic mail
address and other information (“Registration Data”), requested during registration
of Account. You agree to provide true, accurate, and complete information on
your Account profile and all registration and other forms you access on the
Platform or provide to us and to update your information to maintain its
truthfulness, accuracy, and completeness. You are responsible for maintaining
the confidentiality of the access data for your Account and are fully
responsible for all activities that occur under your Account. You agree to
immediately notify the Company of any unauthorized use of your Account. You
agree not to have or register for more than one Account without receiving the
written permission from us.
5. Age
5.1. By using the Service (and registering an Account on the Platform),
you represent and warrant that you are above the age of consent in the
jurisdiction you reside in.
6. Account Information
6.1. You must provide true, accurate, current, and complete information about
yourself (organization and/or individual, as the case may be), as prompted by
the Service's registration form, and maintain and promptly update the
Registration Data to keep it true, accurate, current, and complete (“Account
Information”). You understand and agree that you are solely responsible for
maintaining the confidentiality of your Account Information (including
passwords) and for restricting access to your hardware device while using the
Service. You agree to accept responsibility for all activities that occur under
your Account. You may be held liable for losses incurred by the Company or any
other user of or visitor to the Platform due to someone else using your Account
Information as a result of your failing to keep it secure and confidential.
7. Login and Passwords
7.1. Your login may only be used by yourself. Sharing a login with other people
is not permitted. An organization may create separate logins for as many
individual Users as it wishes. You are entirely responsible for maintaining the
security of your account login and passwords.
8. User Responsibilities
8.1. User will promptly report any errors in the operation of the Service to
the Company and will not take any actions that would increase the severity of
the error. User will use the Service solely as described herein. In the event
User violates any of the requirements of this EULA, the Company will have no
responsibility to provide Service. You are solely responsible for ensuring your
use of the Service is compliant with all laws, rules and regulations applicable
to you and the right to access the Service is revoked where the use of the
Service is prohibited or to the extent offering, sale or provision of the
Service conflicts with any applicable law, rule or regulation.
8.2. Legal bases for processing We collect and process information about you
only where we have legal basis for doing so under applicable laws. The legal
basis depends on the Service you use and how you use them. This means we
collect and use your information only where:
8.2.1. We need it to provide you the Service, including to operate the Service,
provide customer support and personalized features and to protect the safety
and security of the Service;
8.2.2. It satisfies a legitimate interest (which is not overridden by your data
protection interests), such as for research and development, to market and
promote the Services and to protect our legal rights and interests;
8.2.3. You give us consent to do so for a specific purpose – automatic mail
notifications sent by the Service to the User who uses the Service; or
8.2.4. We need to process your data to comply with a legal obligation.
8.2.5. If you have consented to our use of information about you for a specific
purpose, you have the right to change your mind at any time, but this will not
affect any processing that has already taken place. Where we are using your
information because we or a third party (e.g., your employer) have a legitimate
interest to do so, you have the right to object to that use. However, we will
make every effort to provide you with the erasure of your personal data if
suitable.
9. Services & Support
9.1. The Company will do its best to ensure a fair, secure, reliable ongoing
support. Support can be conducted via email, chat, remote session, as well as
through connection directly to Research and development (R&D) team.
Expected response time: Within 24 hours
Expected resolve time: Within 5 business days
Support contacts:
• Web: https://hei.imagenelabs.com
• E-mail: hei@imagenelabs.com
10. Termination
10.1. Unless otherwise agreed in writing between the Company and you, the
Company may, in its sole discretion terminate your access to the Platform and
any account(s) you may have in connection with the Platform, if you have violated
this EULA or if it is required by applicable law, regulation, court or
governing agency order or at our sole discretion. Our termination of any User’s
access to the Platform hereunder may be affected without notice and, on such
termination, we may immediately deactivate or delete User’s account and/or bar
any further access to such files, and your right to use the Platform will
immediately cease. The Company shall not be liable to you or any third party
for any termination of your access to the Platform or account hereunder.
11. Cancellation and refunds
11.1. You may terminate your Account by sending an e-mail to hei@imagenelabs.com. Except when required by law or otherwise agreed between the
Company and you in writing, the Company shall be under no obligation to issue
refunds under any circumstances. All fees are non-refundable, even if your
subscription is terminated before its expiration. You authorize the Company to
charge you all subscription fees for the duration of the term agreed to at the
time of purchase. You understand that charges for the Service must be paid in
advance.
12. Taxes
12.1 You are responsible for any taxes that you are obligated to pay or that
the Company may collect from you in connection with your purchase. If you do
not pay the sales or other taxes or fees on a transaction, you will be
responsible for the taxes or fees in the event they are later determined to be
payable on the sale, and the Company reserves the right to collect the taxes or
other fees from you at any time.
13. Intellectual Property
13.1 Except as expressly set forth herein, each party (the Company and User) is
and shall remain the owner of all intellectual property that it owns or
controls. The Company and its respective owners are the sole owners of all
intellectual property rights pertaining to the Service, Content, and all
Platform materials (documents, videos, screenshots, etc.) including, but not
limited to copyright, trademark and patent rights and all rights not expressly
granted herein are reserved. User is prohibited from creating any Adaptation
that in any manner infringes the patents, trademarks, copyrights, trade secret
rights or other rights of the Company or any third party.
14. Trademarks
14.1. The Company or other third-party office names and logos and all related
product and service names, design marks, trademarks and slogans that are
displayed on or through the Service or used in connection with the Service, are
our sole property or the property of our affiliates or licensors (collectively,
“Marks”). You are not authorized to use any of the Marks in any advertising, publicity,
or any other commercial manner without our prior written consent.
15. Copyright notices
15.1. All rights reserved. The Platform and any downloadable software
associated with the Service are protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and treaties.
No part of the Platform may be reproduced, distributed, or transmitted in any
form or by any means, including photocopying, recording, or other electronic or
mechanical methods, without the prior written permission of the Company, except
in the case of brief quotations embodied in critical reviews and certain other
non-commercial uses permitted by copyright law. For permission requests, write
to hei@imagenelabs.com.
16. License to use the Platform
16.1. Unless otherwise agreed between the Company and you in writing, and
subject to provisions set forth in the Sections “Third Party Content” and
“Third Party Services” herein, the Company grants you a non-exclusive,
non-transferable, limited right and license to access, use and privately
display the Platform and the Content as described herein for your internal use
only, by way of one (1) computer or mobile phone connected to the Platform over
the Internet, provided that you comply fully with this EULA. You may
"cache" pages of the Platform for the sole purpose of increasing the
speed and efficiency at which you access the Platform. Any other copy or use of
a portion of the Platform is not authorized, will be a violation of this EULA
and will constitute a copyright violation. You shall not interfere, or attempt
to interfere, with the operation of the Platform in any way through any means
or device, including, but not limited to, spamming, hacking, uploading computer
viruses, archive bombs or time bombs, or any other means expressly prohibited
by any provision of this EULA or by law.
16.2. The Company does not guarantee the stable and correct operation of the
software in case of exceeding the license, incompatibility with hardware
requirements and settings; violation of the operating conditions of virtual
machines and hypervisors.
17. Claims of copyright infringement
17.1. If you believe in good faith that materials available on the Platform
infringe your copyright, you (or your agent) may send the Company a notice
requesting that we remove the material or block access to it. If you believe in
good faith that someone has wrongly filed a notice of copyright infringement
against you, you may send the Company a counter-notice. Notices and
counter-notices should be sent to:
Address: Imagene Labs Pte. Ltd. 115 Eunos Avenue 3 #05-01 Singapore 409839
Email: hei@imagenelabs.com
18. Statute of Limitations
18.1. You agree that regardless of any statute or law to the contrary, any
claim or cause of action arising from or related to use of the Service or the
EULA must be filed within one (1) year after such claim or cause of action
arose or be forever barred.
19. Choice of law
19.1. This Agreement and all matters relating to your access or use of the
Service, including all disputes, shall be governed by, and construed in
accordance with the laws of Singapore, without regard to conflict of law
provisions.
20. Limited warranties
20.1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT
YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM
AND ANY CONTENT, INFORMATION, PRODUCTS OR SERVICE MADE AVAILABLE ON OR THROUGH
THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS.
THE COMPANY MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS,
(II) ANY USER ACCESS TO THE PLATFORM OR SERVICE WILL BE UNINTERRUPTED, TIMELY,
SECURE OR ERROR-FREE, (III) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICE,
INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE PLATFORM WILL MEET YOUR
EXPECTATIONS, (IV) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. THE COMPANY
SHALL HAVE NO LIABILITY FOR ANY FAILURES, DISRUPTIONS, DAMAGES, LOSS OF DATA
RELATED TO YOUR USE OF THE CONTENT FROM THE PLATFORM BY YOU, YOUR ORGANISATION
OR OTHER SYSTEMS.
21. No agency
21.1. No agency, partnership, joint venture, employee-employer or
franchisor-franchisee relationship between you and the Company is intended or
created by this EULA.
22. Limitations and exclusions of liability
22.1. To the extent not prohibited by law, in no event shall the Company or its
affiliates, suppliers or resellers be liable for personal injury or any
special, incidental, indirect, exemplary or consequential damages whatsoever
(including, without limitation, damages for loss of business profits, business
interruption, loss of business information, or any other pecuniary loss or
damage) arising out of or related to the use of or inability to use the
Service, or the provision of or failure to provide technical or other support
service, whether arising in tort (including negligence) contract or any other
legal theory, even if the Company, its affiliates, suppliers or resellers have
been advised of the possibility of such damages. In any case, the Company, its
affiliates', suppliers' and resellers' maximum cumulative liability and your
exclusive remedy for any claims arising out of or related to this Agreement
shall not exceed an amount equal to the amount actually paid by you for the Service.
23. Indemnity
23.1. You agree, to the extent permitted under applicable law, to indemnify,
defend, and hold the Company harmless, our directors, officers, employees, and
affiliates from and against any and all complaints, charges, claims, damages,
losses, costs, liabilities, and expenses (including attorneys' fees) due to,
arising out of, or relating in any way to your breach of this of EULA.
24. Third Party Content
24.1. Third Party Content is the content that was provided by our partners,
respective owners, and third-party developers, and was validated and reviewed
by the Company. For all Third-Party Content we are conducting a best effort
review, but we do not provide any warranties, more detail in section Limited
warranties and Limitations and exclusions of liability.
24.2. All rights for Third Party Content
and all other copyrights and trademarks belong to their respective owners. You
acknowledge that the Third-Party Content licensing terms may include certain
limitations, including obligation to disclose requested information, identify
the author of the Third-Party Content, etc. Please contact the appropriate
third party for further information regarding their terms of use applicable to
Third Party Content.
25. Third Party Services
25.1. Your use of the Platform and Services may involve usage of a service,
feature, software, or functionality that is operated by a third party (“Third
party services”). Please email us at hei@imagenelabs.com for a full list of Third-party services we use, and which are made
available to you through our Services (including Service we jointly offer with
third parties).
25.2. If you use Third party services,
each party's EULA will govern the respective party's relationship with you. The
Company is not responsible or liable for those third party's EULA or actions
taken under the third party's EULA.
25.3. Please contact the appropriate third
party for further information regarding their terms of use applicable to Third
Party Services.
26. No third-party beneficiaries
26.1. The provisions of this EULA are for the sole benefit of the parties and
their successors and permitted assignments, and they will not be construed as
conferring any rights to any third party (including any third-party beneficiary
rights).
27. Waiver and Severability
27.1. Failure by either party to exercise any of its rights under, or to
enforce any provision of this EULA will not be deemed a waiver or forfeiture of
such rights or ability to enforce such provision. If any provision of this EULA
is held by a court of competent jurisdiction to be illegal, invalid, or
unenforceable, that provision will be amended to achieve as nearly as possible
the same economic effect of the original provision and the remainder of this
EULA will remain in full force and effect.
28. Entire agreement
28.1. This EULA constitutes all the EULA and conditions agreed upon between you
and the Company and supersedes any prior agreements in relation to the subject
matter of this EULA, whether written or oral. Any additional or different EULA
or conditions in relation to the subject matter of the EULA in any written or
oral communication from you to the Company are void. You represent that you
have not accepted the EULA in reliance on any oral or written representations
made by the Company that are not contained in this EULA.
28.2. Please note, however, that other
aspects of your use of the Company’s Service may be governed by additional
agreements. That could include, for example, subscription agreements, access to
the Company’s Community for User support, access to the Company’s Service as a
result of a gift card, or free or discounted Trials. You will agree to separate
EULA and conditions in those circumstances. Those EULA and conditions shall
govern only with regard to the aspect of the Service to which they apply, and
are distinct from and supplemental to this EULA, and do not supersede this
EULA. To the extent that there is any conflict between other agreements and
Terms and Conditions, this EULA shall control, except as otherwise provided in
this EULA.
28.3. Occasionally we may offer you the
chance to participate in sweepstakes, contests, and surveys (“Special
Promotions” or “Special Offers”) through the Service. Special Promotions or
Offers may be governed by EULA and conditions that are separate from this EULA.
If the provisions of a Special Promotion’s EULA and conditions conflict with
this EULA, those separate EULA and conditions shall prevail.
29. Modification
29.1. The Company may modify this EULA in its sole discretion and such
modifications shall take effect and be binding on Users on the date set forth
on the first page of this EULA. Your use of the Service after the Effective
date of any modified EULA indicates your acceptance of the modified EULA. If
you have any questions regarding the update or would like to request the
previous EULA version, please contact hei@imagenelabs.com.
30. Report abuses
30.1. If you would like to report any incidents related to or any violations to
this EULA, please inform us at hei@imagenelabs.com.
31. Feedback and Information
31.1. The Company welcomes suggestions, comments or other feedback about the
Platform, Service, Content (e.g., regarding their utility, feasibility) and
Your experience with Service, as well as any bug-fixes, features, functionality,
or enhancements you would like to see in future versions
("Feedback"). You agree that all Feedback is and will be given
entirely voluntarily and be non-confidential for the Company. You represent and
warrant that you will not provide any Feedback that you know or have reason to
believe might infringe any third-party intellectual property rights or
misappropriate any third-party confidential information or trade secrets. The
Company shall be free to use such information on an unrestricted basis. You may
send us your suggestions or feedback at hei@imagenelabs.com.
Updated as of 12 July 2023.