Terms and Conditions
End User Licensing Agreement
This End User Licensing Agreement (“Agreement”) was last updated on 30 Septmeber 2023
This Agreement is effective once you click an “I Accept” button, check box or any equivalent device presented with these terms or, if earlier, when you use any of the Services. You represent that you have legal capacity to enter into this Agreement. If you are entering into this Agreement for an entity, such as the company you work for, you represent that you have legal authority to bind that entity.
Parties
TRANSPARENTLY PTE. LTD. (the “Supplier”) (UEN: 202105766W), a company incorporated in Singapore and having its registered address at 1, Scotts Road, #21-08, Shaw Centre, Singapore 228208;
You, the “Customer”
(Each a “Party” and collectively, the “Parties”)
Understanding
- The Supplier has developed certain software applications and platforms which it makes available to subscribers via the Internet.
- The Customer wishes to use the Supplier's service in its business operations.
- The Supplier has agreed to provide, and the Customer has agreed to take and pay for, the Supplier's service subject to the terms and conditions of this Agreement.
Agreed Terms
1. Interpretation
1.1 The definitions and rules of interpretation in this Clause apply in this Agreement.
Admin Interface: refers to the online interface(s), dashboard(s) and/or tool(s) provided by the Supplier to the Customer for administering the Services.
Admin Account: means a type of User Subscription that the Customer may use to administer the Services.
Administrator: refers to an Authorised User designated by the Customer who administers the Services to Authorised Users on the Customer’s behalf, and have the ability to access, monitor, use, modify, withhold or disclose any data available to Authorised Users associated with their User Subscription.
Access Protocols: the necessary passwords, keys, security protocols, and policies and network links or connections, including the use of multifactor security authentication (“MFA”), as may be necessary to access the Transparently’s Services.
Application Programming Interface (“API”): the Supplier’s application programming interface and any related scripts, widgets, embeddable snippets, and other tools provided in connection therewith.
Authorised Users: means the individuals who are permitted by the Customer to use the Services and managed by an Administrator. For clarity, this may include employees and officers of the Customer or its affiliates and other third parties who are directly involved in the Customer’s audit and finance functions.
Business Day: a day other than a Saturday, Sunday or public holiday on which commercial banks are open for business in Singapore.
Business Hours: the period from 9.00 am to 5.00 pm (Singapore Time (SGT; UTC+8)) on any Business Day.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 11.1.
CGS (“CUSIP Global Services”) Data: refers the CUSIP standard identifiers, CUSIP standard descriptions, CGS ISINs, CINS identifiers, and other information about financial instruments made available under to the Authorised Users pursuant to the CUSIP Distribution Agreement.
Commencement Date: refers to the date the Customer subscribes to the Services.
CUSIP Database: refers to the CUSIP databases to which the Authorised Users have access pursuant to the CUSIP Distribution Agreement.
CUSIP Distribution Agreement: refers to the agreement entered into by the Supplier and CGS regarding the use and distribution of CGS Data that is proprietary to CGS and the American Bankers Association (“ABA”).
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Customer Personal Data: means Personal Data which the Customer discloses to the Supplier, or which the Supplier processes on behalf of the Customer.
Derived Data: Transparently Information modified by the Customer (e.g. perform calculations or combining it with other data) to such a degree that it cannot be recognized as deriving from Transparently Information, reverse engineered or otherwise traced back to Transparently Information, without an extraordinary amount of time and effort other than by the creator. All other Transparently Information that does not satisfy these criteria constitutes "Transparently Information".
Desktop User: means Authorised Users receiving CGS Data via the Distributor Service for use on each such Desktop User’s own desktop/computing device.
Distributor Service: means the services provided by CGS to the Supplier under the CUSIP Distribution Agreement.
Documentation: the user guide describing the use and operation of the MRA Dashboard.
Effective Date: 14 calendar days from the Commencement Date.
Free Trial Period: 14 days starting from the Commencement Date (inclusive) to the Effective Date (exclusive).
Index: a composite of financial instruments, securities, assets, liabilities or other data points whose values are combined according to specific rules at regular intervals intended to provide a measure of performance over time, and includes the systematic value measure of collective investment schemes, for example, fund net asset values or indicative optimised portfolio values.
Initial Subscription Term: the one-month period starting from the Effective Date (inclusive).
Insubstantial Portions: limited extracts which have no independent commercial value.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Investment Strategy: a documented design methodology or a statistical or valuation model through which certain criteria can be applied to a universe of data pertinent to certain items (for example, to publicly listed equity stocks in a market exchange or exchanges) in order to derive a subset of those items which is an Index, or a form of investible item investment or trading strategy and the composition of which may be reviewed and revised at specified intervals.
Manipulation Risk Analyser (“MRA”): a software program, the rights to which are owned by the Supplier, and which utilises artificial intelligence, machine learning based analysis, and intelligence processes with the primary purposes of automating early detection of accounting manipulation and fraud. The Manipulation Risk Analyser enables a user to undertake an analysis of available accounting data, estimating the likelihood of accounting manipulation, and/or fraudulent activity within publicly listed companies in a nominated stock universe. The Manipulation Risk Analyser also estimates the joint probability of the likelihood of corporate failure from such activity.
MRA Dashboard: an analytical dashboard which provides “signals” regarding the contributing drivers for each risk assessment and textual descriptions of specific risk drivers for each company and financial year in the stock universe. The output can be filtered by the Authorised User based upon a range of factors selected by the Authorized User.
Non-Systematic: means use on an infrequent basis and not automatically generated by machine or regularly created by individual users.
Online Web Portal: means an online web portal owned and operated by the Supplier.
Payment Gateway Service: refers to a service of processing payments which is provided by a third-party service provider (“Payment Gateway Provider”).
Payment Gateway Provider: refers to the third-party service provider of the Payment Gateway Service.
Payment Methods: refers to a method of payment accepted by the Supplier, as may be updated from time to time.
PDPA: means the Personal Data Protection Act 2021.
Personal Data: means data, whether true or not, about an individual who can be identified: (a) from that data alone; or (b) from that data and other information which the Supplier has or is likely to have access.
Policies: mean the Supplier’s Privacy Policy, Cookie Policy, Terms of Use, terms stipulated (including those relating to price) on the Online Web Portal.
Redistribute: to send or share with third parties outside the Customer’s organisation.
Renewal Period: the period described in Clause 14.1.
Representatives: means, in relation to a Party, its employees, officers, contractors, subcontractors, representatives and advisers.
Services: the subscription services provided by the Supplier to the Customer under this Agreement as more particularly described in the Documentation, including access and use of the MRA Dashboard and API.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in the Online Web Portal.
Subscription Term: has the meaning given in Clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Subscription Tier: refers to the published price based on the number of User Subscriptions and regions of use as set out in the Online Web Portal.
Transparently Information: the information (including, but not limited to, data, text, images and sound recordings) contained in the Services in raw form and such information as it may be modified by Customer and/or Authorised Users, except to the extent that the modified information is Derived Data.
Transparently Properties: the Services, Documentation and API.
User Subscription(s): the end user account(s) permitted under the particular Subscription Tier purchased pursuant to the Online Web Portal, which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.5 References to Clauses and Schedules are to the Clauses and Schedules of this Agreement.
1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.8 This Agreement shall be binding on, and enure to the benefit of, the Parties to this Agreement and their respective personal Representatives, successors and permitted assigns, and references to any party shall include that party's personal Representatives, successors and permitted assigns.
1.9 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
1.10 A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.
1.11 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.12 A reference to writing or written excludes fax and email.
1.13 A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied from time to time.
1.14 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
2. User subscriptions
2.1 Subject to the Customer purchasing the Services in respect of a particular Subscription Tier in accordance with Clause 7.1 read with the relevant Policies, the restrictions set out in this Clause 2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence (without the right to grant sublicences) to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
- the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions permitted;
- it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
- each Authorised User shall keep a secure password for their use of the Services and Documentation, and each Authorised User shall keep their password confidential and shall not share or transfer their password;
- it shall permit the Supplier and/or any of the Supplier’s authorised representatives to maintain a up to date list of current Authorised Users for the purpose of auditing its compliance with this Agreement at all times; ;
- it shall permit the Supplier or the Supplier's designated auditor to audit the Services either remotely or by conducting an audit at the Customer’s premises in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
- if any of the audits referred to in Clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier and/or its authorised agent(s) shall not issue any new passwords to any such individual; and
- if any of the audits referred to in Clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer and/or its authorised agent(s) shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule 1 within 10 Business Days of the date of the relevant audit.
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this Clause.
2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, the Documentation, and/or Access Protocols and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.5 The rights provided under this Clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3. Upgrade in Subscription Tier
4. Services
5. Supplier's obligations
5.1 The Supplier undertakes that the Customer may access and use the Services in accordance with this Agreement.
5.2 The undertaking at Clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents.
5.3 The Supplier warrants that:
- it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement;
- to the best of its knowledge, no conflict of interests exists or is likely to arise in the performance of its obligations under the Agreement; and, and that those conflicts of interest disclosed in Schedule 3 does not affect the Supplier’s ability to provide the Services fairly and independently;
5.4 The Supplier:
- does not warrant that:
- the Customer's use of the Services will be uninterrupted or error-free;
- that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements.
- 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 may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6. Customer's obligations
6.1 The Customer shall:- provide the Supplier with:
- all necessary co-operation in relation to this Agreement; and
- all necessary access to such information as may be required by the Supplier;
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without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
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carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
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ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement (including, but not limited to, the restrictions in Clause 6.2) and shall be responsible for any Authorised User's breach of this Agreement;
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obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement;
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ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
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be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
6.2 Except as expressly set out in this Agreement, the Customer shall not:
- allow any third party to access the Transparently Properties;
- distribute, publish or otherwise share with any third party any Transparently Information, except as expressly permitted;
- modify, adapt, alter or translate Transparently Properties;
- sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of Transparently Properties for the benefit of any unauthorized third party;
- reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services or API;
- interfere in any manner with the operation of the Services or API, or the hardware and network used to operate the Services or API;
- modify, copy or make derivative works based on any part of Transparently Properties;
- access or use Transparently Information to create, issue, sponsor, or calculate an Index that will be used:
- as, or forms the basis of, a financial product, including but not restricted to funds, futures, options, swaps, certificates, notes; or,
- as the official benchmark to measure and report the performance of a financial product.
- save to the extent that the Customer is permitted under this Agreement to modify or create Derived Data from the Information or to Redistribute Information, including Insubstantial Portions of Transparently Information in a Non-Systematic manner, alter or distort the editorial meaning of any analysis included in Transparently Information;
- access or use Transparently Properties and/or Transparently Information to build a product or service, including (but not limited to) using Transparently Properties and/or Transparently Information to construct or calculate an Index, Investment Strategy or a benchmark for distribution, licensing, publication or otherwise sharing outside of the Customer’s organisation;
- attempt to access Transparently Properties through any unapproved interface;
- otherwise use Transparently Properties and Transparently Information in any manner that exceeds the scope of use permitted under the Agreement or Documentation or in a manner inconsistent with the Governing Law; or
- introduce or permit the introduction of any Virus or Vulnerability into the Supplier's network and information systems.
6.3 All of the Customer’s obligations under Clause 6.2 shall survive the termination of the Agreement.
6.4 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
6.5 Notwithstanding Clauses 10 and 11, for so long as this Agreement is in force, the Customer agrees that the Supplier may use only the Customer’s name, logo, and/or status as a customer:
- on the Supplier’s website and within marketing materials, provided such use and display is in accordance with the Customer’s trademark usage guidelines communicated to the Supplier from time to time; and
7. Charges and Payments
7.1 The Customer shall pay the Subscription Fees to the Supplier through the Payment Gateway Services Provider for the Services in respect of its selected Subscription Tier in accordance with this Clause 7.
7.2 The Customer must provide at least one Payment Method to the Payment Gateway Services Provider.
7.3 Payments shall be considered due to the Payment Gateway Services Provider on the date after Initial Subscription Term or Renewal Period has ended.
7.4 For credit cards and debit cards, the Payment Gateway Services Provider may issue an electronic bill for applicable fees. For bank transfers, payments made should include the bank information provided by the Payment Gateway Services Provider.
7.5 The Customer is responsible for its own bank account fees and fees relating to the processing of its Payment Method in addition to the fees payable in this Agreement. All effective fees associated with the Payment Gateway Service are also separate and not included in the Supplier's fees.
7.6 The Supplier and/or its authorised agent may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the Subscription Fees payable and owing remain unpaid.
7.7 All amounts and fees stated or referred to in this Agreement:
- shall be payable in United States Dollars unless otherwise indicated;
- either via credit card, or via wire transfer to the credit of a bank account to be designated in writing by the Supplier or its authorised agent (such as the Payment Gateway Services Provider);
- are, subject to Clause 13.3(b), non-cancellable and non-refundable;
- are exclusive of goods and services tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
7.8 The Supplier shall from time to time be entitled to increase the Subscription Fees upon giving 60 days' prior notice to the Customer. The increase in Subscription Fees shall only take effect upon commencement of the next Renewal Period.
7.9 The Customer shall provide to the Payment Gateway Service Provider and/or any other authorised representative of the Supplier, valid, up-to-date and complete credit card details (if the Customer elects to pay by credit card) and/or any other relevant valid, up-to-date and complete contact and billing details requested by the Payment Gateway Service Provider and/or any other authorised representative of the Supplier. If the Customer elects to pay by:
- credit card, it shall provide its credit card details to the Payment Gateway Service Provider and/or any other authorised representative of the Supplier, and the Customer hereby authorises such Payment Gateway Service Provider and/or any other authorised representative of the Supplier to bill such credit card;
- on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
- subject to Clause 14.1, on each monthly anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
- wire transfer, to the Payment Gateway Service Provider and/or any other authorised representative of the Supplier, and such the Payment Gateway Service Provider and/or any other authorised representative of the Supplier shall invoice the Customer:
- on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term and the Customer shall pay such invoice immediately on the date of such invoice; and
- subject to Clause 14.1, at least 5 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 5 days after the date of such invoice.
8. Proprietary rights
9. CUSIP Distributor Subscriber Agreement
9.1 As part of the provision of the Services, the Customer is granted access to CGS Data within the CUSIP Database subject to the following obligations in this Clause 9.
9.2 The Customer agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services (“CGS”) and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to the Customer in such materials or in any of the information contained therein. Any use by the Customer outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. The Customer agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, the Customer agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.
9. 3 The Customer agrees that the Customer shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. The Customer further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER, DATABASE, INTERNET, ELECTRONIC Services and/or any other future services developed by CGS.
9.4 Neither CGS, ABA nor any of their affiliates make any warranties, express or implied, as to the accuracy, adequacy or completeness of any of the information contained in the CUSIP database. All such materials are provided to the customer on an “as is” basis, without any warranties as to merchantability or fitness for a particular purpose or use nor with respect to the results which may be obtained from the use of such materials. Neither CGS, ABA nor their affiliates shall have any responsibility or liability for any errors or omissions nor shall they be liable for any damages, whether direct or indirect, special or consequential, even if they have been advised of the possibility of such damages. In no event shall the liability of CGS, ABA or any of their affiliates pursuant to any cause of action, whether in contract, tort, or otherwise, exceed the fee paid by the customer for access to such materials in the month in which such cause of action is alleged to have arisen. Furthermore, CGS and ABA shall have no responsibility or liability for delays or failures due to circumstances beyond their control.
9.5 The Customer agrees that the foregoing Clauses 9.2-9.4 shall survive any termination of its right of access to the materials identified above.
9.6 In the event the Customer has a CGS License Agreement that permits broader rights than those granted in Clauses 9.2-9.4, then the terms of that Customer’s CGS License Agreement shall govern such Customer’s use of the CUSIP Database and/or any information contained therein for so long as such agreement remains in effect.
9.7 The Customer agrees to ensure the following:
- each Desktop User may download CGS Data to a desktop/computing device used solely for such Desktop User’s individual use and not for any centralized, interdepartmental or shared use;
- once downloaded to a Desktop User’s desktop/computing device, the CGS Data must remain on such Desktop User’s desktop/computing device and may not be uploaded, copied, transferred to, stored or managed in any other desktop/computing device, including that of another Desktop User, or any device, directory, database or other repository that is shared or can be accessed by others (e.g. the download functionality may not be used to populate master security databases); and
- Desktop Users may download CGS Data only as a convenience in connection with Desktop Users’ use of the Distributor Service and not as an alternative to obtaining the CGS Data from and/or pursuant to an agreement with CGS.
9.8 The Customer agrees not to download more than 3,000 unique CUSIP Identifiers, or 3,000 unique CINS Identifiers, or 3,000 unique CGS ISIN Identifiers during any consecutive three-month period. In the event that the Customer is likely to exceed the thresholds stated in this clause, the Customer undertakes to enter into a separate agreement with CUSIP Global Services, or its successor(s) or assignee(s), for the downoad of unique CUSIP Identifiers, unique CINS Identifiers and/or unique CGS ISIN Identifiers.
9.9 Access to the CGS Data is conditioned on the effectiveness of the CUSIP Distribution Agreement and the Customer’s access to the CGS Data under this Agreement shall automatically terminate upon termination of the license granted to the Supplier under the CUSIP Distribution Agreement.
10. Data Privacy and Protection
10.1 The Customer agrees that the Supplier may collect and use Customer Personal Data for any or all of the following purposes:
- performing obligations in the course of or in connection with the Supplier’s provision of the Services;
- verifying the identity of the Authorised Users;
- responding to, handling, and processing queries, requests, applications, complaints, and feedback from the Customer;
- managing the Customer’s relationship with the Supplier;
- sending the Customer marketing information about the Supplier’s products, services and/or programmes;
- complying with any applicable laws, regulations, codes of practice, guidelines, or rules, or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority;
- any other purposes for which the Customer has provided the information; and
- any other incidental business purposes related to or in connection with the above.
- for the purposes of fulfilling its obligations and providing the Services under this Agreement, including those under Clause 10.1;
- to third party service providers, agents and other organisations the Supplier has engaged to perform any of the functions listed in Clause 10.1 for the Supplier; or
- when required by law or an order of court, but shall notify the Customer as soon as practicable before complying with such law or order of court.
10. 5 The Customer consents to and permits the Supplier to disclose the Customer’s information to the Payment Gateway Providers and other third parties, where it is necessary for the Payment Gateway Service.
11. Confidentiality
11.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a Party or its Representatives to the other Party and that Party’s Representatives whether before or after the date of this Agreement in connection with this Agreement, including but not limited to:
- Transparently Information;
- Transparently Properties;
- any information that would be regarded as confidential by a reasonable business person relating to:
- the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing Party (or of any member of the group of companies to which the disclosing Party belongs); and
- the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party (or of any member of the group of companies to which the disclosing Party belongs);
- any information developed by the Parties in the course of carrying out this Agreement and the Parties agree that:
- details of the Services, and the results of any performance tests of the Services, shall constitute Supplier Confidential Information; and
- Customer Data shall constitute Customer Confidential Information.
- is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party or its Representatives in breach of this Clause 11);
- was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party;
was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party’s knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party; - the Parties agree in writing is not confidential or may be disclosed; or
- is developed by or for the receiving Party independently of the information disclosed by the disclosing Party.
- use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement; or
- disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 11.
- it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
- at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this Clause 11.
11.5 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible.
11.6 The Supplier reserves all rights in its Confidential Information. No rights or obligations in respect of the Supplier’s Confidential Information other than those expressly stated in this Agreement are granted to the Customer, or to be implied from this Agreement.
11.7 Except as expressly stated in this Agreement, the Customer shall not make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the Supplier (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.8 Except as expressly stated in this Agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information.
11.9 The above provisions of this Clause 11 shall continue to apply after termination or expiry of this Agreement.
12. Indemnity
12.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation (including but not limited to claims, actions, and/or proceedings brought by a third party against the Supplier arising out of or in connection with results obtained from access and use of the MRA Dashboard and API, whether publicly disclosed by the Customer or otherwise), provided that:
- the Customer is given prompt notice of any such claim;
- the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
- the Customer is given sole authority to defend or settle the claim.
12.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation in accordance with this Agreement infringes any Intellectual Property Rights, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
- the Supplier is given prompt notice of any such claim;
- the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and
- the Supplier is given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
- a modification of the Services or Documentation by anyone other than the Supplier; or
- the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
- the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
13. Limitation of liability
13.1 Except as expressly and specifically provided in this Agreement:
- the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement;
- the Services and the Documentation are provided to the Customer on an “as is” basis.
13.2 Nothing in this Agreement excludes the liability of the Supplier:
- for death or personal injury caused by the Supplier’s negligence; or
- for fraud or fraudulent misrepresentation.
13.3 Subject to Clause 13.1 and Clause 13.2:
- the Supplier shall not in any circumstance whatever be liable to the Customer, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the Supplier’s provision of the Services or in connection with the Payment Gateway Service for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation;
- loss or corruption of data or information;
(whether any of the losses set out in (i)-(v) are direct or indirect) or - any special, indirect or consequential loss, damage, charges or expenses.
- the Supplier’s total aggregate liability in contract (including in respect of the indemnity at Clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
- the Supplier’s total aggregate liability in contract (including in respect of the indemnity at Clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
13.4 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.
14. Term and termination
14.1 This Agreement shall, unless otherwise terminated as provided in this Clause 14, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed (in the same Subscription Tier) for successive monthly periods (each a Renewal Period), unless:
- either Party notifies the other party of termination, in writing, at least 15 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
- otherwise terminated in accordance with the provisions of this Agreement;
- the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 15 Business Days after being notified in writing to make such payment;
- the Customer commits a material breach of any other term of this Agreement;
- any corporate action, legal proceedings or other procedure or step is taken in relation to:
- the suspension of payments, a moratorium of any indebtedness, bankruptcy, winding up, liquidation, dissolution, administration, judicial management, provisional supervision or reorganisation (by way of voluntary arrangement, debt repayment scheme, composition, scheme of arrangement or otherwise) of the Customer;
- a composition or arrangement with any creditor of the Customer; or
- the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, receiver and manager, manager, trustee, interim judicial manager, judicial manager, compulsory manager, provisional supervisor or other similar officer in respect of the Customer over its assets.
- the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
- the ’Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
14.3 For the purposes of Clause 14.2(b), a material breach means:
- a breach of any of the obligations set out in Clauses 6.1, 7.1, 7.2; and/or
- a breach that has a serious effect on the benefit the terminating Party would otherwise derive from this Agreement.
14.4 The Customer may terminate this Agreement with immediate effect by giving written notice to the Supplier within the Free Trial Period (i.e. before the Effective Date).
14.5 On termination of this Agreement for any reason:
- all rights and licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
- the Customer shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the Supplier;
- the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than 10 days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
- 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 the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
15. Force majeure
15.1 Force Majeure Event means any circumstance not within a Party’s reasonable control including, without limitation:
- Acts of God, flood, drought, earthquake or other natural disaster;
- Epidemic or pandemic, including the COVID-19 pandemic and all associated precautionary measures taken by governments (in Singapore or elsewhere);
- Terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
- Nuclear, chemical or biological contamination or sonic boom;
- Any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
- Collapse of buildings, fire, explosion or accident; and
- Interruption or failure of utility service.
16. Conflict
If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.
17. Variation
The Supplier may modify this Agreement (including any Policies) at any time by posting a revised version on the Supplier’s website and/or Online Web Portal or by otherwise notifying the Customer by any mode or medium. The modified terms will become effective upon posting or, if the Supplier notifies the Customer by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, the Customer agrees to be bound by the modified terms. It is the Customer’s responsibility to check the Supplier’s website regularly for modifications to this Agreement. The Supplier last modified this Agreement on the date stated in the Preamble of this Agreement.
18. Waiver
18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
18.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
19. Rights and remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
20. Severance
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
If any provision or part-provision of this Agreement is deemed deleted under Clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
21. Entire agreement
21.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements (including prior versions of this Agreement), promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
21.2 Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
21.3 Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
21.4 Nothing in this Clause shall limit or exclude any liability for fraud.
22. Assignment
22.1 The Customer shall not, without the prior written consent of the Supplier, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
22.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
23. No partnership or agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name 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).
24. Third party rights
The provisions of the Contracts (Rights of Third Parties) Act 2001 shall not under any circumstances apply to this Agreement and any person who is not a party to this Agreement (whether or not such person shall be named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified, in this Agreement) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act 2001 to enforce this Agreement or any of its terms.
25. Notices
25.1 Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be:
- delivered by hand or by AR Registered Post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
- sent by email to the following addresses (or an address substituted in writing by the Party to be served):
- TRANSPARENTLY PTE. LTD.: admin@transparently.ai.
- Customer: at the email address provided to the Supplier.
- if delivered by hand, at the time the notice is left at the proper address;
- if sent by AR Registered Post or other next working day delivery service, at 9.00 am on the next Business Day after posting; or
- if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
25.3 This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
26. Governing law
27. Jurisdiction
27.1 Any dispute arising out of or in connection with this contract,including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by The Law Society of Singapore (the “Law Society”) under the Law Society Arbitration Scheme (“LSAS”) in accordance with the LawSoc Arbitration Rules of the Law Society for the time being in force, which rules are deemed to be incorporated by reference in this clause (“Arbitration Rules”)
27.2 The seat of the arbitration shall be Singapore.
27.3 The Tribunal shall consist of one arbitrator.
27.4 The language of the arbitration shall be English.
27.5 The parties further agree that following the commencement of arbitration, they will attempt to resolve the Dispute through mediation under the Law Society Mediation Scheme, in accordance with the Law Society Arb-Med-Arb Procedure under the Arbitration Rules for the time being in force. Any settlement reached in the course of the mediation shall fall within the scope of this arbitration agreement and may be referred to the Arbitral Tribunal appointed in accordance with this clause and may be made a consent award on agreed terms.
