GENERAL TERMS & CONDITIONS FOR USE OF THE ONLINE SERVICES
May 13, 2013
The terms and conditions listed below govern the use of ethiXbase Shield, ethiXbase Real Time Search, ethiXbase Instant Due Diligence, ethiXbase Enhanced Due Diligence, ethiXbase Due Diligence Benchmarking, ethiXbase Compliance & Ethics Benchmarking, ethiXbase China Compliance Digest, and the Ethical Alliance (collectively “ethiXbase Products”) and the documents available within (“Materials”) provided by ethiXbase 360 Pte. Ltd., and its affiliated companies (collectively “ethiXbase”). The terms “you” and “your” in uppercase or lowercase shall mean the entity (e.g., company, corporation, partnership, sole proprietor, etc.) or government agency entering into a Subscription Agreement with ethiXbase.
These General Terms and Conditions shall be applicable to and govern any and all use of ethiXbase Products and the Materials.
1. GRANT OF RIGHTS; RESTRICTIONS ON USE
1.1 You and your Authorized Users (defined below in Section 2.1) are granted a nonexclusive, nontransferable, limited right to access and use for compliance purposes ethiXbase Products and the Materials made available to you. The rights granted to each Authorized User are as follows:
a) The right to electronically display Materials retrieved from ethiXbase Products for the Authorized User’s individual use (e.g., no Authorized User may network others via LANs, WANs, intranets or the Internet. Notwithstanding the foregoing, an Authorized User may display a de minimis amount of the Materials on an incidental, infrequent basis for non-commercial purposes to other Authorized Users so long as the Authorized Users are in the same physical location and the mode of display is not through the Internet, an intranet or other types of networking communication like LANs or WANs;
b) The right to email, fax, download or make printouts of the Materials and the right to create a single printout of Materials (collectively, “Authorized Printouts”);
c) With respect to Materials that are court cases, court rules, court briefs, agency issued documents, agency regulations or executive branch materials from the United States, its states, local governments, or territories (collectively, “Authorized Legal Materials”), the right to download using the commands of ethiXbase Products and store in machine-readable form, primarily for that Authorized User’s exclusive use, a single copy of insubstantial portions of those Authorized Legal Materials included in any individually searchable file or content source in ethiXbase Products to the extent the storage of those Authorized Legal Materials is not further limited or prohibited. The storage may continue so long as the Authorized Legal Materials are needed for purposes contemplated under this Subscription Agreement;
d) Notwithstanding anything to the contrary herein, the right to excerpt or quote insubstantial portions of Materials in documents prepared in the ordinary course of your business to the extent permitted by applicable copyright law;
e) For the avoidance of doubt, downloading and storing Materials in an archival database is prohibited. ethiXbase Products and the Materials are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. If you are not an Authorized User, you are not permitted to access or use ethiXbase Products for any purpose whatsoever. If you nevertheless access and use ethiXbase Products or the Materials without authorization, your access and use will be governed by these General Terms and Conditions and you will be liable to ethiXbase for any breach of the General Terms and Conditions as well as for unauthorized access.
1.2 To the extent permitted by applicable copyright law, you and your Authorized Users may make copies of Authorized Printouts and distribute Authorized Printouts and copies.
1.3 Except as specifically provided in Sections 1.1 and 1.2, you and your Authorized Users are prohibited from downloading, emailing, faxing, storing, reproducing, transmitting, displaying, copying, distributing, or using the Materials. You may not exploit the goodwill of ethiXbase, including its trademarks, service marks, or logos without the express written consent of ethiXbase. Additionally, under no circumstances may you or any Authorized User offer any part of ethiXbase Products or the Materials for commercial resale or commercial redistribution in any medium or use the ethiXbase Products or the Materials to compete with the business of ethiXbase.
1.4 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in ethiXbase Products and the Materials in any medium belongs to ethiXbase or its third party suppliers of Materials. Neither you nor your Authorized Users acquire any proprietary interest in ethiXbase Products, the Materials, or copies thereof, except the limited rights granted herein.
1.5 Neither you nor your Authorized Users may use ethiXbase Products or the Materials in any fashion that infringes the intellectual property rights or proprietary interests of ethiXbase or any third party. Your use of ethiXbase Shield and the Materials must comply with all applicable laws, rules or regulations.
1.6 Neither you nor your Authorized Users may remove or obscure the copyright notice or other notices contained in the Materials.
2. ACCESS TO SERVICES
2.1 Only your employees, temporary employees, students, partners/members, and contractors dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation) are eligible to access and use ethiXbase Products and the Materials (“Eligible Persons”). Without limitation, external professional service providers such as attorneys, accountants, outsourcers and public relations firms are specifically excluded from being Eligible Persons. The term “Authorized User” means an Eligible Person whom you have identified to ethiXbase for purposes of issuing an ethiXbase ID. You agree that each ethiXbase ID may only be used by the Authorized User to whom ethiXbase assigns it and that the ethiXbase ID may not be shared with or used by any other person, including other Authorized Users. You will manage your roster of Authorized Users and will promptly notify ethiXbase to deactivate an Authorized User’s ethiXbase ID if the Authorized User is no longer an Eligible Person or you otherwise wish to terminate the Authorized User’s access to ethiXbase Products. You are responsible for all use of ethiXbase Products accessed with ethiXbase IDs issued to your Authorized Users, including associated charges, whether by Authorized Users or others. You will use reasonable commercial efforts to prevent unauthorized use of ethiXbase IDs assigned to your Authorized Users and will promptly notify ethiXbase, in writing, if you suspect that an ethiXbase ID is lost, stolen, compromised, or misused.
2.2 Use of the ethiXbase Products via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by ethiXbase in writing, use of the ethiXbase Products is permitted only via manually conducted, discrete, individual search and retrieval activities.
2.3 To comply with local privacy, data protection and other laws, each ethiXbase ID is country specific and may not be used outside the country for which it is issued, except for short periods not to exceed 30 continuous days. If ethiXbase suspects use of an ethiXbase ID outside the country of issue for a period in excess of 30 continuous days, ethiXbase may suspend the ethiXbase ID or require you to use and pay for an ethiXbase ID for the relevant country. On request, ethiXbase will issue a geographically compliant ethiXbase ID.
2.4 ethiXbase Products, Materials, and feature functionality within ethiXbase Products may be enhanced, added to, withdrawn, or otherwise changed by ethiXbase without notice.
3. LIMITED WARRANTY
3.1. ethiXbase represents and warrants that it has the right and authority to make ethiXbase Products and the Materials available to you and your Authorized Users as authorized expressly by this Subscription Agreement.
3.2. EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.1, ETHIXBASE PRODUCTS AND THE MATERIALS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND ethiXbase AND EACH THIRD PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY
4.1 A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from ethiXbase Products or any Materials available or not included therein, (b) the unavailability or interruption of ethiXbase Products or any features thereof or any Materials, (c) your or an Authorized User’s use of ethiXbase Products or the Materials, (d) the loss or corruption of any data or equipment in connection with ethiXbase Products, (e) the content, accuracy, or completeness of the Materials, all regardless of whether you received assistance in the use of ethiXbase Products from a Covered Party, or (f) any delay or failure in performance beyond the reasonable control of a Covered Party.
4.2 “Covered Party” means (a) ethiXbase and any officer, director, employee, subcontractor, agent, successor, or assign of ethiXbase ; and (b) each third party supplier of Materials, third party alliance entities, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or third party alliance entity or any of their affiliates.
4.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO ETHIXBASE PRODUCTS OR THE MATERIALS OR THIS SUBSCRIPTION AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR ETHIXBASE PRODUCTS IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.
4.4 Notwithstanding anything to the contrary in this Section 4: (a) If there is a breach of the warranty in Section 3.1 above, then ethiXbase at its option and expense, shall either defend or settle any action and hold you harmless against proceedings or damages of any kind or description based on a third party’s claim of patent, trademark, service mark, copyright or trade secret infringement related to use of ethiXbase Products or the Materials, asserted against you by such third party provided: (i) all use of ethiXbase Products and the Materials was in accordance with this Subscription Agreement; (ii) the claim, cause of action or infringement was not caused by you modifying or combining ethiXbase Products or the Materials with or into other products or applications not approved by ethiXbase; (iii) you give ethiXbase prompt notice of any such claim; and (iv) you give ethiXbase the right to control and direct the investigation, defense and settlement of each such claim. You, at ethiXbase’s expense, shall reasonably cooperate with ethiXbase in connection with the foregoing. (b) The provisions of Sections 4.4 (a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein. (c) In addition to Section 4.4 (a), if ethiXbase Products or the operation thereof become, or in the opinion of ethiXbase are likely to become, the subject of a claim of infringement, ethiXbase may, at its option and expense, either: (i) procure for you the right to continue using ethiXbase Products, (ii) replace or modify ethiXbase Products so that they become non-infringing, or (iii) terminate this Subscription Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre-paid fees or fixed charges.
5.1 These General Terms and Conditions, including the Additional Terms may be changed from time to time as described below or by written agreement. Charges and payment terms may be changed in accordance with the terms of your Price Schedule; all other provisions may be changed by ethiXbase immediately upon notice to you. If any changes are made to this Subscription Agreement, such changes will: (a) only be applied prospectively; and (b) not be specifically directed against you or our Authorized Users but will apply to all similarly situated ethiXbase customers using the ethiXbase Products and the Materials. You may terminate this Subscription Agreement upon written notice to ethiXbase if any change to these General Terms and Conditions is unacceptable to you. For termination to be effective under this Section 5.1, written notice of termination must be provided to ethiXbase within 90 days of the effective date of the change. Continued use of ethiXbase Products and the Materials following the effective date of any change constitutes acceptance of the change but does not affect the foregoing termination right. Except as provided above, this Subscription Agreement may not be supplemented, modified or otherwise revised unless signed by duly authorized representatives of both parties. Furthermore, this Subscription Agreement may not be supplemented, modified or otherwise revised by email exchange even if the email contains a printed name or signature line bearing signature-like font. The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated.
5.2 You or ethiXbase may terminate this Subscription Agreement at any time in accordance with this Section 5.2. The effective date of termination shall be 10 days after the receipt of written notice of termination, unless a later date is specified in the notice. ethiXbase may temporarily suspend or discontinue providing access to ethiXbase Products and the Materials to any or all Authorized Users in breach of this Subscription Agreement without notice and ethiXbase may pursue any other legal remedies available to it.
5.3 The failure of you, ethiXbase, or any third party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
5.4 Neither you nor any Authorized User may assign your rights or delegate your duties under this Subscription Agreement without the prior written consent of ethiXbase, which consent shall not be unreasonably withheld. This Subscription Agreement and any amendment thereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns.
5.5 ethiXbase’s ability to provide Materials is regulated by a variety of privacy, data protection, and other laws in a variety of jurisdictions (“Data Laws”) and by the licenses under which it obtains Materials (“Licenses”). You acknowledge that ethiXbase will perform a due diligence review of your account upon registration and that the due diligence review will be heightened if you desire to access sensitive, non-public Materials about individuals. You also acknowledge that ethiXbase will perform periodic reviews of you and your Authorized Users’ use of the Materials subject to Data Laws or Licenses (“Regulated Data”) in order to comply with Data Laws and license restrictions, and that the review may include asking you or your Authorized Users to verify that use of Regulated Data was for a permissible purpose. You and your Authorized Users will cooperate with ethiXbase in any such due diligence or regulatory review and will promptly produce all relevant records and documentation reasonably requested by ethiXbase. All reviews will be at ethiXbase’s expense. If there is any failure to cooperate with ethiXbase, or if any review reveals the lack of a permissible purpose to access Regulated Data, ethiXbase may deny access to ethiXbase Products or to Regulated Data. ethiXbase will be under no obligation to reduce the fees payable by you to the extent that it is unable to provide Regulated Data to you based solely on your non-cooperation.
5.6 If you, any of your Authorized Users, or any person you or your Authorized Users permits to use ethiXbase Products or who gains access through an Authorized User’s failure to properly secure his or her ethiXbase ID or computer (a “User”) should access or use Regulated Data in an unauthorized manner (a “Security Event”), then the following provisions will apply: (a) if required by applicable law, you will notify the individuals whose information has potentially been accessed or used that a Security Event has occurred; (b) you will notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required by law; (c) the notification will not reference ethiXbase or the product through which the Regulated Data was provided, nor will ethiXbase be otherwise identified or referenced in connection with the Security Event, without the express written consent of ethiXbase; (d) you will be solely liable for all claims that may arise from a Security Event caused by you, your Authorized Users or a User and you will indemnify ethiXbase for any third party claims directed against ethiXbase that arise from the Security Event; and (e) all notifications and indemnity claims related to the Security Event will be solely at your expense.
5.7 This Subscription Agreement shall be governed by and construed in accordance with the laws of Singapore regardless of the law that might otherwise apply under applicable principles of conflicts of law. Both you and ethiXbase hereby consent to the exclusive jurisdiction of the courts of Singapore to resolve and dispute, claim or controversy that might arise out of this Subscription Agreement.
5.8 This Subscription Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this Subscription Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this Subscription Agreement.
5.9 Where applicable, each affiliated company of ethiXbase and each third party supplier of Materials has the right to assert and enforce the provisions of this Subscription Agreement directly on its own behalf as a third party beneficiary.
5.10 Unless otherwise specified by you in writing at any time, the use of ethiXbase Products will entitle ethiXbase to use your name and logo for commercial purposes solely for the limited purpose to promote ethiXbase
5.11 This Subscription Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter.
5.12 REFUND POLICY refunds will be given at the discretion of the ethiXbase Management.
5.13 COMPANY INFORMATION Registration Name: ethiXbase 360 Pte. Ltd. Place of Registration: Singapore Registered Office Address: 151 Chin Swee Road, #02-20 Manhattan House, Singapore 169876 Registration Number: 201131414M Telephone Number: +65 65360084 Email Address: email@example.com