SERVICE AGREEMENT for purchase of corporate profile.
By verifying your account, purchasing a corporate profile through this Site, or otherwise performing a transaction through this Site, the following terms will apply to you, and you agree to be bound by the following terms and conditions.
THIS SERVICE AGREEMENT is made on September 21st, 2018
(1) Datarama Technology Pte Ltd, a company incorporated in Singapore, Registration No. 201526478K, whose registered office is at 6 Ann Siang Hill 069787 Singapore (“Datarama”);
(2) You (“Customer”).
(each a “Party” and collectively the “Parties”)
(A) Datarama has developed the Site (as defined below) and provides services related to business and financial research;
(B) The Customer wishes to use the Site and Datarama’s services for its internal business operations;
(C) Datarama has agreed to provide and the Customer has agreed to obtain and pay for usage of the Site and Datarama’s services subject to the terms and conditions of this Service Agreement.
In consideration of the mutual promises set forth in this Service Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree the following:
Authorised User: means the employee and / or independent contractor of the Customer who is authorised by the Customer to use the Services.
Business Day: means a day (other than a Saturday, Sunday or public holiday) on which licensed banks are generally open for business in Singapore.
Effective Date: means the date of this Service Agreement.
Confidential Information: means any and all confidential information, (whether in oral, written or electronic form) including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other's business, finance or technology, know-how, Intellectual Property Rights, assets, strategy, products and customers, including information relating to management, financial, marketing, technical and other arrangements or operations of any person, firm or organisation associated with that party as well as including any information obtained from the Site.
Corporate Profile: means the corporate information purchased by the Customer resulting from Datarama's provision of the Services to the Customer.
Customer Data: means any personal data inputted by the Customer, Authorised User, or Datarama on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services. For the avoidance of doubt, this excludes information exchanged by authorised users as outlined in Clause 3 below.
Intellectual Property Rights: means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, database rights, patents, patent applications, patent rights, rights in designs, trademarks, trademark applications, trademark registrations, trademark rights, trade secrets and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence, all modifications, continuations, renewals and extensions of the foregoing, and all claims, actions, causes of action, damages, costs, expenses, profits, penalties, recoveries and remedies relating to any past, present or future infringement of any of the foregoing, arising under the laws of any country, state or jurisdiction in the world.
Provider: means Stripe Inc., the provider of payment services to Datarama.
Services: means Datarama's provision of the Corporate Profile under this Service Agreement to the Customer, via the Site.
Site: means the Datarama website – datarama.com or mobile site.
Fees: means the fees payable by the Customer to Datarama for the Services.
2 CREATION OF ACCOUNT AND ACCESS TO SERVICES
2.1 For the Corporate Profile that is purchased by the Customer under this Service Agreement, Datarama hereby grants to the Customer a non-exclusive, non-transferable licence to permit the Customer to use the Corporate Profile solely for the Customer's internal business operations. The rights granted under this clause 2 are granted to the Customer only and does not extend to any related company of the Customer.
2.2 The Customer understands and agrees:
2.2.1 it must create an account ("Account") on the Site for the Authorised User. An Authorised User may not be able to access or use certain features of the Service and/or the Site if the Authorised User does not have an Account;
2.2.2 in order to create an Account, the Customer will have to input the name, an email address, and password of the Authorised User. The Customer is responsible for ensuring that the access information of any Authorised User is kept secure and confidential, for controlling access to an Account and any devices used for accessing an Account;
2.2.3 in order to enhance user experience, the Customer agrees that
Datarama may change the structure, content and nature of the Site and/or the Services at any time without notice to the Customer;
2.2.4 the Site and the Services are not intended to provide any investment or financial advice, the Site and the Services do not and will not constitute any recommendation, solicitation or offer of any financial product, instrument or trading strategy;
2.2.5 Datarama makes no guarantees with respect to any business results relating to or resulting from the use of the Site and/or Services by the Customer;
2.2.6 the Services do not include a storage service. The Customer agrees that Datarama has no obligation to store, maintain or provide a copy of any content or information that the Customer or others provide, except to the extent required by applicable law; and
2.2.7 the Customer must use Stripe Checkout services provided by Stripe Inc. (the "Provider") to make payment of the Fees.
2.3 In relation to the Authorised User, the Customer undertakes that:
2.3.1 if at any time, Datarama determines that any Account is being used by any individual who is not an Authorised User, then without prejudice to Datarama's other rights, Datarama shall be entitled to immediately disable access to any such compromised Account;
2.3.2 each Authorised User shall (1) keep a secure password for his or her use of the Services; (2) keep his or her password secure and confidential; and (3) not transfer or share access to his or her Account with any third party; and
2.3.3 each Authorised User shall comply with applicable laws as well as the terms of this Service Agreement.
2.4 The Customer undertakes that it:
2.4.2 shall not create an Account for anyone other than an Authorised User;
2.4.3 is solely responsible for anything that happens through any Account unless it closes such Account or it notifies Datarama that an Account is being used by a third party who is not an Authorised User without the Customer's consent;
2.4.4 shall not engage in any activity that could damage, disable, overburden or disrupt the Site, or the servers and networks which are connected to the Site or interfere with any other party’s use and enjoyment of the Site;
2.4.5 shall not attempt to gain unauthorised access to any portion of the Site, other accounts, systems or networks which are connected to the Site;
2.4.6 shall not obtain or attempt to obtain any materials or information through any means not intentionally made available to the Customer on the Site including, without limitation, by using any computer code, data mining software, “robot”, “bot”, “spider”, “scraper” or other automatic device, or program, algorithm or methodology having similar processes or functionality, to use, access, monitor, search, extract or copy any portion of the Site, or to copy, download or retrieve any data or content accessible through the Site; and
2.4.7 shall only use the Site and the Services for its internal business operations.
2.5 The Customer undertakes that it shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that:
2.5.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.5.2 facilitates illegal activity;
2.5.3 depicts sexually explicit images;
2.5.4 promotes unlawful violence;
2.5.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.5.6 is otherwise illegal or causes damage or injury to any person or property.
2.6 The Customer understands and agrees that the Customer’s rights to benefit from the Service does not permit it to:
2.6.1 copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of the Site, any content available on the Site and/or the Services; or
2.6.2 use the Service to provide outsourced services to third parties or make it available to any third party or allow or permit a third party to do so.
2.7 Datarama reserves the right to terminate any Account at any time, and without prior notice to the Customer if: (a) Datarama reasonably believes that the Customer is using any Account for any purpose that is unlawful and/or in breach of this Service Agreement, (b) Datarama reasonably believes that a third party is using an Account without the Customer's consent, or (c) Datarama needs to terminate or suspend any Account for security or maintenance purposes.
3 SHARING OF INFORMATION BY AUTHORISED USER or other authorised users
3.1 The Service allows the sharing of information, including the contribution of corporate information and reviews, by the Authorised User and other authorised users. By using the Service, information and content that is shared or posted may be seen by other third parties or the public at large.
3.2 By using the Services, the Customer may encounter content or information shared or posted by other authorised users that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Datarama generally does not review content provided by authorised users. To the maximum extent permitted by law, the Customer agrees that Datarama is not responsible for third parties' (including other authorised users') content or information or for any damages as result of the Customer's use of or reliance on content or information shared or posted by other authorised users and that the Customer waives any claims against Datarama arising from the Customer's reliance on information shared or posted by other authorised users through the Service.
3.3 Where Datarama has made settings available, Datarama respects the choices the Customer and other authorised users make about who can see content or information (e.g., limiting profile visibility).
4 DATARAMA WARRANTIES AND OBLIGATIONS
4.1 Datarama warrants to the Customer that:
4.1.1 Datarama has the right, power and authority to enter into this Service Agreement and grant to the Customer the rights contemplated in this Service Agreement and to supply the Services; and
4.1.2 the Services will be rendered with reasonable care and skill.
4.2 The Customer understands and agrees that Datarama does not warrant and represent to the Customer that:
4.2.1 the Site and the Services (including its use in conjunction with any other software) will meet the Customer's requirements, that the Customer's use of the Service and/or Site will be uninterrupted, timely, secure or free from error or that defects in the operation or functionality of the Site, Service and/or any Database provided to the Customer will be corrected;
4.2.2 any information obtained by the Customer as a result of its use of the Site and/or the Services will be accurate or reliable or up to date. Whilst Datarama obtains information for inclusion in the Site and the Services in good faith from sources which Datarama considers to be reliable, the Customer acknowledges that the contents of the Service and/or the Site are based on information supplied to Datarama by third parties and are not independently verified by Datarama; and
4.2.3 that defects in the operation or functionality of the Service and/or the Site will be corrected, rectified, or remedied.
4.3 The Customer further understands and agrees that:
4.3.1 Datarama is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and the Site may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
4.3.2 while Datarama takes reasonable measures necessary to try to ensure that the Site and the Content in relation to the Services are free from viruses and defects, it cannot guarantee that the Customer's device, equipment, hardware or software or any data stored or created by the Customer's device, equipment, hardware or software will not be damaged, corrupted, lost or otherwise affected if you access or use the Site or the Services.
5 CUSTOMER DATA
5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Customer, on its own behalf, and on behalf of the Authorised User, grants to Datarama, a royalty-free, non-transferable, non-exclusive licence to use the Customer Data to the extent necessary to provide the Services.
6 CUSTOMER’S WARRANTIES AND OBLIGATIONS
6.1 The Customer hereby represents and warrants to Datarama that it has the right, power and authority to enter into this Service Agreement.
6.2 The Customer undertakes that it shall:
6.2.1 comply with all applicable laws and regulations with respect to its activities under this Service Agreement; and
6.2.2 ensure that the Authorised User uses the Site and the Services in accordance with the terms of this Service Agreement and shall be responsible for the Authorised User's breach of this Service Agreement.
6.3 The Customer shall:
6.3.1 ensure that its network and systems comply with the relevant specifications provided by Datarama from time to time; and
6.3.2 be solely responsible for procuring and maintaining the necessary equipment, network connections and telecommunications links in order to utilise the Site and the Services and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's equipment, network connections or telecommunications links or caused by the internet.
8 CHARGES AND PAYMENT
8.1 The Customer shall pay the Fees to Datarama for the Services in accordance with this clause 8, using Stripe Checkout services provided by the Provider.
8.2 The Customer undertakes to pay Datarama the Fees and applicable taxes to receive the Services and the purchased Corporate Profile. Datarama is not able to issue refunds of any part of the Fees to the Customer. Should the Customer require a refund (ie. due to overpayment), the Customer shall approach the Provider and the Provider will deal with each refund on a case by case basis.
8.3 All prices are exclusive of any applicable taxes which are payable by the Customer at the rate from time to time prescribed by law. Any applicable taxes are calculated based on the billing information that the Customer provides to Datarama and the Provider as authorised by Datarama to receive the Fees, as of the Effective Date. All Fees and taxes are non-refundable and no refunds or credits are available.
8.4 If Datarama does not receive payment of the Fees immediately, without prejudice to any other rights and remedies of Datarama, Datarama may, without liability to the Customer, disable the Customer's Account(s) and access to all or part of the Services and Datarama shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
9 INTELLECTUAL PROPERTY
9.1 The Customer agrees to comply with all applicable laws protecting copyrights, trademarks and all other forms of Intellectual Property Rights recognized as are applicable to the Customers.
9.2 For avoidance of doubt, Datarama reserves all of its Intellectual Property Rights in the Service and/or the Site.
9.3.1 All right, title, and interest in and to the Site and all of its content, including, but not limited to, its software or HTML code, scripts, text, artwork, photographs, images, designs, video, audio, and written and other materials that appear as part of the Site (collectively, "Content"), but excluding Customer Data and information exchanged by authorised users, and all Intellectual Property Rights in and to the Site and all of its Content, is owned by Datarama and/or its licensors.
9.3.2 All Content is provided to the Customer by Datarama only for the Customer's personal use (i.e. for its internal business operations). This means that, except as expressly permitted herein or as permitted by applicable law, Customer may not and may not permit, assist or enable another person to do any of the following: (a) copy, reproduce, publish, transmit, distribute, broadcast, perform, display, post, modify, create derivative works from, sell, license or otherwise exploit the Site or any of the Content, including but not limited to framing or linking the Site or the Content or any part of the Site or Content; or (b) access or use the Site or any of the Content for any purpose which competes with Datarama's business.
9.3.3 Customer agrees not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.
9.3.4 The Customer shall be solely responsible for its own content, i.e. information that the Customer posts and shares on the Site, and the consequences of submitting and publishing its content on the Site. The Customer affirms, represents, and warrants that it owns or has the necessary licenses, rights, consents, and permissions to publish content it submits, posts or shares on the Site; and Customer on its behalf and on behalf of the Authorised User licenses to Datarama all copyright and / or other proprietary rights in and to such content for publication on the Site pursuant to the terms of this Service Agreement.
9.3.5 The Customer further agrees that Datarama shall have the full right to remove, delete or take down any content uploaded by Customer onto the Service in the event that Datarama, in its sole discretion, is of the view that such content infringes any law, regulation or third party rights, or is otherwise inappropriate.
10.1 Each Party agrees that it may use the other Party's Confidential Information only in the performance of its rights and obligations under this Service Agreement and that it shall not disclose the other Party's Confidential Information including all knowhow, trade secrets, financial, commercial, technical, tactical or strategic information of any kind except in accordance with this clause 11.
10.2 Each Party may disclose the other Party's Confidential Information to those of its employees or agents who need to know the other Party's Confidential Information in order to perform the disclosing Party's rights and obligations under this Service Agreement and provided that the disclosing Party shall ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of this clause 11.
10.3 Each Party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
10.4 A party's Confidential Information shall not be deemed to include information that:
10.4.1 is or becomes publicly known other than through any act or omission of the receiving Party;
10.4.2 was in the other Party's lawful possession before the disclosure;
10.4.3 is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or
10.4.4 is independently developed by the receiving Party, which independent development can be shown by written evidence.
11 EXCLUSION AND LIMITATION OF LIABILITY
11.1 This clause 11 sets out the extent of the Parties' liability under or in connection with this Service Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation)
11.2 Except as expressly and specifically provided in this Service Agreement:
11.2.1 the Customer assumes sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use;
11.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law into this Service Agreement or any collateral contract are, to the fullest extent permitted by applicable law, excluded from this Service Agreement; and
11.2.3 usage of the Site and the Services by the Customer is at its sole risk and the Services and the Site are provided on an "as is" basis.
11.3 To the fullest extent permitted by applicable law, Datarama will not be liable to Customer for (a) any loss of or corruption to data; (b) loss of or damage to Customer's device and/or equipment; (c) any loss or damage suffered by Customer as a result of its use of the Services and/or the Site; and (d) any loss or damage suffered by Customer as a result of its use of the Provider's services and the Provider's sites or mobile applications.
11.4 Subject to clause 11.5 below, to the fullest extent permitted by applicable law, the Customer expressly understands and agrees that Datarama shall not be liable to the Customer for any of the following :
11.4.1 any indirect, special, incidental or consequential losses or damage which may be suffered by the Customer as a result of its use of the Services and/or Site;
11.4.2 any loss or damage which may be suffered as a result of the non-availability of the Services and/or Site;
11.4.3 any loss of or corruption to data, loss of or damage to device and/or equipment;
11.4.4 any loss of profit, contract, business revenue, savings (whether actual or anticipated), opportunity;
11.4.5 any harm to reputation or loss of goodwill;
11.4.6 any trading or other losses which the Customer may incur as a result of use of or reliance upon any Content;
11.4.7 the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through the Customer's use of the Site and/or Services;
11.4.8 any effect which use of the Service and/or Site may have on any software the Customer uses in conjunction with the Service and/or Site;
11.4.9 the Customer's failure to keep any password employed by the Customer in its use of the Service and/or Site secure and confidential; or
11.4.10 any loss or damage suffered by Customer as a result of its use of the Provider's services and the Provider's sites or mobile applications.
11.5 The Customer agrees and acknowledges that it assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. To the fullest extent permitted by applicable law, Datarama shall have no liability for any damage caused by errors or omissions in any information, instructions or materials provided to Datarama by the Customer in connection with the Services.
11.6 Nothing in this Service Agreement shall exclude or limit any liability which may not be lawfully excluded or limited by applicable law, including liability for fraud or fraudulent misrepresentation or for death or personal injury caused by negligence.
11.7 The Customer agrees and acknowledges that it is in a better position than Datarama to foresee and evaluate any potential damage or loss which the Customer may suffer in connection with the use of the Site and/or the Services.
11.8 In the event that any exclusion contained in this Service Agreement shall be held to be invalid for any reason, Datarama's total aggregate liability to the Customer shall not exceed an amount equal to the Fees paid to Datarama. The Customer acknowledges that this limitation on Datarama's total aggregate liability is reasonable.
12 TERM AND TERMINATION
12.1 This Service Agreement shall commence on the Effective Date and automatically terminate upon Datarama's receipt of the Fees, unless otherwise terminated as provided in this clause 12.
12.2 Datarama reserves the right to cancel or reject the Customer's transaction without refund or paying any compensation to the Customer if any transaction details or communication that the Customer has provided is not current, incomplete, inaccurate, or false.
12.3 Without prejudice to any other right or remedy, Datarama may terminate this Service Agreement with immediate effect by notice in writing to the Customer if:
12.3.1 the Customer fails to pay any amount due under this Service Agreement;
12.3.2 Datarama believes that it is required by law to terminate this Service Agreement (including where the provision of the Site and/or the Services is or becomes unlawful);
12.3.3 the provision of the Site and/or the Services is in the opinion of Datarama no longer commercial viable;
12.3.4 Datarama considers it necessary to do so for security purposes or in its sole discretion believes that its interests in the Site and/or provision of the Services are jeopardised; or
12.3.5 Datarama (in its sole discretion) determines that the Customer’s bandwidth usage exceeds a reasonable level.
12.4 Upon termination of this Service Agreement for any reason:
12.4.1 the Customer’s right to use the Services shall immediately terminate;
12.4.2 the provisions in clause 10 and all other provisions that by their nature are intended to survive the early termination or expiration of this Agreement shall survive the termination of this Service Agreement; and
12.4.3 any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Service Agreement which existed at or before the date of termination shall not be affected or prejudiced.
13 CHOICE OF LAW AND JURISDICTION
13.1 The terms of this Service Agreement are governed by and construed in accordance with the laws of Singapore.
13.2 The Parties agree to submit any dispute arising from this Service Agreement and/or the use of the Site to the non-exclusive jurisdiction of the Singapore Courts.
14 FORCE MAJEURE
14.1 Datarama shall have no liability or be deemed to be in breach of this Service Agreement for any delays or failures in performance of this Service Agreement which result from circumstances beyond the reasonable control of Datarama, including but not limited to acts of God, strikes, lock-outs or other industrial disputes (whether involving the workforce of Datarama or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
15.1 If any provisions of this Service Agreement are deemed or considered to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions and all other provisions of this Service Agreement, shall continue to be valid and enforceable to the fullest extent permitted by law.
16 NO PARTNERSHIP OR AGENCY
16.1 Nothing in this Service Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
17.1 No variation of this Service Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
18.1 The Customer shall not, without the prior consent of Datarama, assign, transfer or sub-licence any of its rights or obligations under this Service Agreement. Datarama may at any time assign all or any of its rights and transfer all or any of its obligations under this Service Agreement.
18.2 Failure or neglect by Datarama to enforce any of the provisions of this Service Agreement at any time shall not be construed or deemed to be a waiver of its rights nor shall this in any way affect the validity of the whole or any part of this Service Agreement, nor prejudice Datarama's rights to take subsequent action.
19 THIRD PARTY RIGHTS
19.1 Any person who is not a party to this Service Agreement shall have no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act (Cap. 53B of Singapore).
20 ENTIRE AGREEMENT
20.1 This Service Agreement and any documents referred to in it, constitute the entire understanding and agreement between the Parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
By verifying your account, purchasing a corporate profile through this Site, or otherwise performing a transaction through this Site, the above terms will apply to you, and you agree to be bound by the above terms and conditions.