This End User License Agreement (“EULA”) constitutes a legal Agreement between the End User/You (either an Entity or individual) and
Eutech Cybernetics Pte Ltd (“Eutech”) and grants You a license for access and use of the Lucy Integration Platform (“Product”) and related Services subject to
the terms and conditions provided herein.
By clicking the “I accept” button or by downloading, installing, accessing, copying or using this Product and its Services, You agree to be bound by the terms and conditions of this EULA and all laws and regulations applicable to the use of the Product and related Services.
If You are accepting this Agreement on behalf of another Person you represent and warrant that you have full authority to bind that Person to this Agreement.
“Account Information” shall mean the information required to create a Lucy Account and shall include name of individual/Entity, e-mail, password, regional setting, phone number preferred domain name and any such other information required for same.
“Affiliate” shall mean in respect of either Party any entity owned or controlled by that Party owning or controlling that Party under common ownership and control of that Party with “control” meaning more than fifty percent (50%) of ownership and voting interests whether directly or indirectly
“API” or “Application Programming Interface” shall mean a set of commands, functions, protocols and objects used to build software
“Authorised Users” shall mean Persons identified in Clause 4.1 below
“Connectors” shall mean the following connectors that connect the Product to the Third Party Applications:
Cloud Services Connectors that are hosted and run directly within the Product
On-Premise Connectors that require a software component to be downloaded and run on the Computer of the End User
“Data” shall mean information submitted by You when building integrations, all Information transmitted between the Product and integrated Third Party Applications and Meta data
“Documentation” shall mean the operating manuals, Instructions Template and any other materials supplied by Eutech as part of the Services for use with the Product
“Due Date” shall mean the 1st day of each month when the payment for access and use of the Product and Services falls due.
“Effective Date” shall mean the date on which You click the ‘I accept’ button presented with this EULA
“Entity” shall mean both incorporated and unincorporated entities
“Exporting Data” shall mean obtaining Data from the Product in the following manner:
Viewing the Data in the API
Generating a report or exporting the Data into an excel sheet which is download to the local system of End User
By exposing API
“Instructions Template” shall mean the specification template to enable You to build their own connector software
“Integrations” shall mean the mapping, transformation and synchronization of data between the Product and the Third Party Applications
“Lucy Account” shall mean the creation of an identity as an End User to gain access to the Product
“Meta Data” shall mean data related to the following:
End User activity on the Product. This includes information such as date and time of log-in to the Lucy Account and the IP address of the End User
Audit Trail for Applications. This includes details of changes to Integrations and changes to Authorised Users
Logs of End User activity and of the execution of Integrations
All the data that flows through an Integration
“Person” shall mean an individual or an Entity
“Product” shall mean the Lucy Integration-Platform-as-a-Service (iPaas) hosted and managed by Eutech
“Product and Services Update” shall mean updates and technical support of the Product and Services by Eutech
“Services” shall mean:
Cloud based integrated solution services allowing End Users to build, design and deploy integration flows on the Product using Connectors that connect Third Party Applications to the Product in order for the Product to carry out the Integrations
Provision of a Software Development Kit to enable the End User to write its/their own On-premise connector software to connect/communicate with the Product in order for the Product to carry out the integrations
Provision of Standard Connectors to connect Third Party Applications to the Product in order for the Product to carry out the integrations
Provision of tools to build APIs to manage and facilitate the passing of data in and out of the Product in order for the product to carry out the Integrations
“Software Development Kit” shall mean a set of development tools provided by Eutech to assist End User to develop a connector software to connect the Product to Third Party Applications
“Suspended Account” shall mean a Lucy Account for which access has been disabled by virtue of nonpayment of fees within seven (07) days from the Due Date.
“Third Party Applications” shall mean any file, program, database, device not owned and/or licensed by Eutech its subsidiaries or affiliates that is integrated with the Product via the Connectors
“Tier” shall mean one of the packages offered by Eutech at a fixed price wherein the Product and Services are offered subject to a monthly threshold in relation to permitted Transactions and/or number of Authorised Users as may be stipulated by Eutech..
“Transaction” shall mean an execution of an integration
“Trial Period” shall mean a period of thirty (30) days commencing from the date of creation of the Lucy Account during which the Services shall be accessible free of charge for evaluation of the Product.
2.1 Upon payment of the requisite license fee as specified in Clause 10 below Eutech grants the End User a non-exclusive, non-transferrable, renewable license to use the Product and the Services offered by it as specified below and You shall accept the License subject to the terms and conditions contained herein below
You shall register for a Lucy Account by providing the Account Information in order to access the Product and Services.
Initially Eutech shall grant a Trial Period whereby You may assess the Product and access the Services free of charge
You as the End User shall be deemed to be the Administrator of the Lucy Account
As the Administrator of your Lucy Account You are responsible for all activities that occur under your Lucy Account irrespective of whether such activity was authorized by You or not. Eutech,
its subsidiaries and Affiliates are not responsible for unauthorized access to your Lucy Account.
Provided however You will not be responsible for any unauthorized access to your Lucy Account which has occurred solely due to the fault of Eutech
Eutech shall send an e-mail reminder on the Due Date for the payment of fees. Failure to pay within seven (07) days of the Due Date will result in your Account becoming a Suspended Account At the expiry of thirty (30) days from the Due Date, if no payment is received, Eutech reserves the right to terminate the Account
Eutech reserves the right to decline registration of a Lucy Account and terminate a Lucy Account during the Trial Period
You are permitted under this EULA to authorize users to access and use the Product and the Services (“Authorised Users”). Eutech reserves the right to regulate the number of Authorised Users per Tier.
You are solely responsible for the access and use of the Product and Services by such Authorized Users. For avoidance of doubt Eutech, its subsidiaries and/or affiliates shall not be responsible for the access and use of the Product and Services by Authorised Users. You shall be liable for any misuse and/or abuse of the Product and Services by such Authorised Users.
You shall take all reasonable steps to inform the Authorised Users the terms and conditions of this EULA generally and shall ensure that all such Authorised Users comply with the obligations You have undertaken under this EULA.
Where an Authorised User acts in breach of this EULA You will immediately de-register such Authorised User and deny any further access to the Product.
For avoidance of doubt any activity of Authorised Users on the Lucy Platform shall be deemed to be the activity of You as the End User.
You shall keep secure and confidential all usernames, passwords and /or any other credentials required to access the Services
You acknowledge and agree that you are responsible for obtaining any consents, licenses, permits and permissions from other parties including integrated Third Party Applications as required to use Services offered by the Product
You shall ensure that the APIs developed on the Product is limited to enabling such API to interact with the Product and You shall not use the API for any purpose, function or feature not in compliance with this EULA.
You shall pay the subscription fee in the manner provided in Clause 10 below.
Eutech shall make available the access to the Product and the Services offered by it on a full time basis except where prior notice has been given that the Product is required to undergo maintenance or other development activity at a given time.
Eutech shall take all reasonable steps to ensure that Data is kept secure and confidential.
Eutech shall regularly backup Your Data incrementally every hour and a full back-up once a day. Backup performed by Eutech shall only be for the purpose of recovering Your Data from a server failure or data corruption
Eutech shall not store your billing details and shall directly and securely send it to the authorized third party payment processor. Eutech shall only capture the status of the billing.
Eutech shall provide You the tools necessary via a Software Development Kit to write your own connector software to connect/communicate with the Product
You shall ensure that the connector software developed by You is developed in compliance with the Instructions template provided by Eutech
Eutech shall offer APIs to manage and facilitate the passing of information in and out of the Product and shall provide tools to enable You to build your own API
Eutech shall update the API from time to time
You are responsible for all Data and information inputted or otherwise transmitted via the APIs developed by You
You are responsible for configuring the API in a secure manner that limits its access only to Authorised Users
Eutech, its subsidiaries or affiliates shall not be responsible for any unauthorized access, improper input or transmission of Data or information via the API developed by You
You represent and warrant that:
Any integrations, connections, information You or your Authorised User submit in relation to the Product shall be acknowledged and attributed as to its ownership
You have secured any and all authorization and rights to transmit and/or use Data or any Data between Third Party Applications as applicable under the relevant laws or applicable third party terms of service
If You make payment by way of credit card, You warrant that the information provided to Eutech or its payment processor is true and complete and You are authorized to use the credit card to make the payment and that your payment will be honored by the card issuer.
Eutech represents and warrants that it has obtained all necessary permits, approvals and licenses to offer the Services via the Product
With the exception of Meta Data Eutech shall not access your Data and/or Data of Authorised Users except in the following situations:
Upon a specific written request by You
To diagnose a larger issue that is affecting other End Users
To comply with the law or an order of a Governmental Authority
You shall not be charged for the access and use of the Product and Services during the Trial Period. On the expiration of the Trial Period You shall make the required payment corresponding to the Tier selected by You, to continue to access and use the Product and Services. Such payment shall be made online by way of credit card through the secured third party payment processor or such payment shall be made directly to Eutech on an invoice issued by Eutech.
Eutech shall charge additional fees in the event You exceed the threshold corresponding to the chosen Tier. For avoidance of doubt Eutech shall give notice of the thresholds for each Tier prior to the making of the payment for use of and access to the Product.
You shall make payment on the Due Date in order to access and use the Product and Services. If payment is not made within 7 days from the Due Date, Eutech reserves the right to suspend your Lucy Account and/or terminate your Lucy Account
In the event your Trial Period expires on a date which does not fall on the Due Date or you wish to upgrade to a tier on a date which does not fall on the Due Date your payment for such month shall be pro-rated.
Eutech’s pricing structure may be amended from time to time at its sole discretion
With the exception to Clause 11.2 below Eutech shall have all rights, title and interest to all Intellectual Property Rights in relation to the Product and Services, Documentation and the tools required to develop the software connector and/or API.
You shall retain all rights, title and interest to all Intellectual Property Rights embodied in connection with the development of your software connector, API built by you and Data provided by you.
This clause shall survive the Termination of this Agreement
You acknowledge and agree that You and/or any Authorised User shall not:
Use the Product and the Services offered by Eutech in any manner or for any purpose other than as expressly permitted by this EULA
Attempt to modify copy, adapt, reproduce, alter, tamper with the Product and/or Services except as necessary to use it for normal operation
Attempt to decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of the Product
Distribute, encumber, sell rent, sub-license or otherwise transfer the Services to any third party except as permitted under this EULA
Remove or alter any logo, trademark, copyright, symbol in or on the Product
Use the Product or the Services offered by it in a manner to aid in the violation of any third party Intellectual Property Rights
Take any action that interferes in any manner with Eutech’s rights and/or interests in respect to the Product and Services
Use or misuse the Product and the Services offered by it in any way which may impair the functionality of the Product and the Services, or impair the ability of any other End User to use the Product and the Services
Attempt to gain unauthorized access to any Data other than such Data that has been provided by You or Data that you have been given express permission to access
Transmit or input into the Product any Data that may be offensive, inappropriate or in violation of any law, defames or seeks to defame Eutech or compromises the reputation and/or goodwill of Eutech.
The Term of this EULA shall commence on the Effective Date and shall remain in effect until terminated under this Clause 13
Eutech has the sole discretion to terminate this EULA and thereby your Lucy Account with immediate effect provided;
You breach the terms of this EULA
You have fraudulently used/misused the credit card when making payments to access the Lucy Account
You have failed to fulfill your obligations provided under this EULA
The Lucy Account has been a a Suspended Account for a period of 30 days with no re-activation
Eutech chooses to discontinue the Product as it currently is
It is legally required to terminate your Lucy Account by a Government Authority due to any contravention to applicable laws and/or regulations
You shall be issued a prior notice of thirty (30) days by Eutech in the event of termination due to the reasons specified in Clauses 13.2 (A), (C), (D) and (E)
In the event your Lucy Account is terminated due to the reasons specified in Clauses 13.2 (A), (B), and (C), You will lose all your Data submitted by You to the Product immediately or on the expiry of the notice period as the case may be.
In the event your Lucy Account is terminated due to the reasons specified in Clauses 13.2 ( E) and (F) all your Data submitted by You to the Product shall be returned forthwith.
In the event your Lucy Account is terminated due to 13.2 (D) Eutech shall retain your Data for thirty (30) days from the Due Date and if no payment is received after thirty (30) days Eutech shall terminate your Lucy Account and all the Data submitted by You to the Product shall be deleted
You as the Administrator may cancel via email (cancellation request) your acceptance of the Product and Services offered by Eutech and thereby terminate this EULA.
By terminating the EULA prematurely you shall forfeit the payment made for the Product and Services. For avoidance of doubt there shall be no refunds made to You.
Following the cancellation request made by You, You will have thirty (30) days from the cancellation request to Export Your Data.
Eutech shall automatically terminate the Lucy Account of an End User at the expiry of thirty (30) days from the date of the cancellation request.
You acknowledge and agree that whilst Eutech shall take reasonable steps to ensure that the Services will be fit for the purpose, Eutech gives no guarantees that:
The Services shall meet your requirements as the functionality of the Services is dependent upon configuration of your Device and other components;
The Services can be executed on every operating system, as it is impossible to test each variant.
The Services use third party hosting services and rely on the availability of Integrated Third Party Applications. Eutech cannot ensure and does not warrant the uptime or availability of these third party services or that these third party services are provided free of defect or without interruption.
Eutech does not warrant that use of the Services will be uninterrupted or error free. The operation of the Services is dependent on public telephone services, computer networks, the Internet, which can be unpredictable and may from time to time interfere with the use of the Services. Eutech accepts no responsibility for any such interference or prevention of use of the Services.
All risk arising out of the use or performance of the Services remain with You. You understand and agree that the use of the Services, Data or other materials downloaded or otherwise obtained through the use of the Services are at your own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to your computer, system or network. Eutech is not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Services, any third party software or operating system.
Eutech makes no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Product and Services or any third-party content and disclaims all warranties, including any implied or express warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment or that any Data provided by You will be secure or not otherwise lost or altered.
You will defend, indemnify, and hold harmless Eutech its subsidiaries and affiliates, and licensors, and each of their respective employees, officers, and directors from and against any third-party claim alleging that any of Your Data and/or software connector built using the Software Development Kit and/or API built by You on the Product infringes and/or misappropriates the third party’s rights
You will defend, indemnify, and hold harmless Eutech, it’s subsidiaries, affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses arising out of or relating to any third-party claim concerning: (a) your use of the Services (including any activities under your Lucy account and use by your Authorised Users); (b) breach of EULA or violation of applicable law by you, your Authorised Users (c) a dispute between you and any Authorised User
Under no circumstances shall the aggregate amount of damages, if payable, by Eutech shall exceed the monetary value equivalent to the price of the Tier for which You have subscribed for a Lucy Account
Eutech shall not be liable for lost profit, lost opportunities of the End User or incidental or consequential damage which may arise under any circumstance
This EULA does not create any association, partnership, joint venture, or agency relationship between the Parties
If either Party hereto is unable to perform the whole or any part of its obligations and responsibilities under this EULA for any reason beyond its control including but not limited to strikes, lock-outs, acts of god, war, riot, malicious acts of damage, fire, acts of any government authority or failure of the public electricity supply, then the performance of the obligations of that Party as affected by such cause shall be excused during the continuance of the inability so caused, but such inability shall so far as possible be remedied as soon as reasonably possible.
This Agreement shall be governed in terms of the laws of Singapore
Any dispute, controversy or claim arising in any way out of or in connection with this EULA shall be settled by arbitration in accordance with the laws of Singapore.
The place of the arbitration shall be the Singapore International Arbitration Centre. The language to be used in the arbitral proceedings shall be English and any arbitral award shall be given in English. The Arbitration Agreement shall be governed by the laws of Singapore
Any notice required or permitted to be given to you under this EULA will be on Eutech’s website
To give us Notice under this EULA You can contact Eutech by E-mail on the following e-mail address:
You shall not assign or deal with the whole or any part of Your rights and/or obligations under this EULA without the prior written consent of Eutech
Eutech may modify this EULA at any time by providing a revised notification on Eutech’s website or by otherwise notifying you via e-mail