This Terms of Usage Agreement (“Agreement”) is by and between Genesis Ray Energy Pte Ltd (GRE) having its headquarter at 5 Shenton Way #10-01 UIC Building, Singapore 068808, and You (“You” or “Subscriber“). GRE and Subscriber may be referred to in this Agreement individually by their own respective names or as “Party” and collectively as “Parties”.
The purpose of this Agreement is to establish the general terms and conditions under which Subscriber may purchase GRE Product(s) as described in a Digital Order Form available on our Webstore at https://webstore.genesisray.com and as acceptable under The Electronics Transaction Act 2010 of Singapore.
The Terms & Conditions as put forward in this Agreement govern your usage of the information, tools, features, and functionality provided by these GRE Product(s) and constitute an agreement concerning your legal rights and obligations with respect to these products. Please read these Terms carefully before using the GRE Product(s). Your rights and obligations concerning your access (either purchased or free) and/or usage of the GRE Product(s) are governed by the following terms.
By accepting this Agreement, you agree to be bound by this Agreement as of the date of such acceptance (the “Commencement Date”).
If you are entering into this Agreement on behalf of a company, organization or another legal entity, You are agreeing to this Agreement for that Entity and representing to GRE that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “Customer”, “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, you must not use or authorize any usage of GRE Product(s). IN THE EVENT OF YOU USING GRE PRODUCT(S) OR GETTING AN ACCOUNT CREATED FOR THAT PURPOSE, YOU SIGNIFY YOUR IRREVOCABLE ACCEPTANCE OF THE TERMS & CONDITIONS OF THIS AGREEMENT. We have the right to revise these Terms & Conditions along with our Privacy Policy, which can be found at https://www.genesisray.com/privacy-policy , at any time without providing notice to you by posting the revised Terms on the Sites or communicating that to You over either written or electronic modes of communications. We will, however, inform you of any revisions and Your continued usage of GRE Portal(s), after such revisions have been posted, shall be deemed as your irrevocable acceptance of these revisions.
1. DEFINITIONS
“Genesis Ray Energy” or “GRE” means Genesis Ray Energy Pte Ltd., a private limited company incorporated in Singapore.
“GRE Product(s)” means All products of Genesis Ray Energy including GenRay ExplorerTM, and any other related products, which GRE has already developed or is developing, whether in connection with a paid or free trial subscription.
“GRE Portal(s)” means the website located at https://www.genesisray.com or its subdomain(s) or other designated GRE location(s) where You or Your Named User can access Subscribed Product(s).
“Named User” means You or an individual authorized by You, in accordance with GRE’s instructions as listed on Your Digital Order Form for accessing Subscribed Products, subject to the restrictions set forth in this Agreement and who is authorized by GRE to access the GRE Product(s) and information contained therein. Unless otherwise authorised by GRE in writing, each Named User must (i) be identified by a unique user id (“Corporate Email ID”) and (ii) be individuals, not groups or generic Log-Ons. Each Named User must be an employee of Subscriber or a Contractor acting under Subscriber’s direction, in the ordinary course of Subscriber’s business and subject to the restrictions set forth in this Agreement as well as an appropriate confidentiality undertaking, in each case, who is authorized by GRE to access the GRE Product(s) and information contained therein.
“Subscribed Product(s)” means the specific GRE Product(s) for which You have subscribed to a Subscription for Named Users as listed in Your Digital Order Form.
“Contract Manager” means an individual designated by You who has the authority to accept on Your behalf, and to bind You to, these terms and conditions, and who will have the authority to designate Your Named Users, on GRE Portal(s), will receive Subscription-related notices and other communications.
“Digital Order Form” means a digital document filled and processed at our Webstore located at https://webstore.genesisray.com by you or an individual authorized by you and issued to GRE indicating the GRE Product(s) you want subscription for. Following the signing, GRE can contact you to know about specific users you want to be given access to, or duration you want the access for; and the agreed prices for availing the subscription.
“Fees & Charges” means the monetary consideration for availing access to GRE Products.
“Payment Mechanism” means the framework through which you will make payment to GRE for Fees & Charges.
“Commencement Date” means the date on which this Terms & Conditions is agreed by and between the parties.
“Effective Date” means the date on which access to subscribed Product(s) are granted to Subscriber.
“Term” means the time periods (initial and renewal) defined in Section 4(B).
“You” or “Subscriber” means the company or other legal entity on behalf of which a Subscription is acquired (e.g., by an employee, independent contractor, or other authorized representative), or if there is no such entity, the individual who acquires a Subscription for the individual’s own account. For clarification, “You” or “Subscriber” refers only to a single, specifically identified legal entity or individual, and does not include any subsidiary or affiliate of any such legal entity or individual or any other related person.
2. LICENSE
A. Grant of License: Subject to the terms of this Agreement, GRE grants You or a Contract Manager designated by You, a non-exclusive, non-transferable, limited license to access and use Subscribed Product(s) over designated GRE Portals. You or Contract Manager agree to be responsible for ensuring compliance by the Named Users with the terms and conditions of this Agreement.
B. Use of GRE Product(s): All access to and use of all of the GRE Product(s) subscribed to hereunder shall be subject to the restrictions stated in this Agreement. Only Authorized Users shall have access to use the GRE Product(s). Except as provided in Section 2(C) below, Subscriber shall use the GRE Product(s) only for Subscriber’s own internal business and will never use the GRE Product(s) to (i) produce a commercial product or service, or (ii) directly for revenue generating purposes. Subscriber shall not provide access to the GRE Product(s) or any portion thereof to any person (either within or outside the company), firm or entity, other than as authorized in this Agreement, including without limitation any subsidiary, parent or other entity that is affiliated with Subscriber and not specifically identified elsewhere, unless authorized by GRE.
C. Limited Redistribution: Tabular Data; Text; Graphical Images: Notwithstanding the foregoing and subject to all of the conditions set forth in this Section 2(C), Subscriber shall have a limited right in the ordinary course of its business to redistribute GRE Product(s), both internally and externally, in the form of:
(i) Graphical images that are static, that do not display any specific data points and from which it is not possible to extract or otherwise manipulate the GRE Product(s); and/or
(ii) Tabular data or descriptive text containing minimal excerpts of such GRE Product(s).
In each of the above cases, redistribution is allowed provided that there is some value addition in the form of data interpretation, analysis and/or visualization done by subscriber to such redistributed content, and also that such redistribution complies with all of the following conditions:
a) With respect to tabular data or descriptive text, the GRE Product(s) must be only a limited extract (i.e. an insubstantial amount of data provided only on an ad hoc basis);
b) The GRE Product(s) are provided only on a non-continuous basis;
c) The GRE Product(s) are not updated in real-time;
d) The GRE Product(s) are not updated in accordance with a regular schedule (i.e. updating is infrequent or irregular);
e) The provision of the GRE Product(s) is incidental to Subscriber’s business or the user’s job function;
f) The minimal excerpts of the GRE Product(s) cannot be used as a substitute for the GRE Product(s) from which the data was derived and cannot be reverse engineered to recreate such GRE Product(s);
g) Subscriber’s products or services incorporating the GRE Product(s) do not have any commercial value; and
h) Subscriber does not charge a fee for the GRE Product(s) and/or any Subscriber products or services incorporating the GRE Product(s).
By way of example, such limited redistribution right may include, but is not restricted to any of the following: (i) internal company reports to senior management that are not distributed to any other parties; (ii) annual shareholder reports; (iii) legally required briefings, such as to regulatory agencies, in each case in the ordinary course of Subscriber’s business; and (iv) publications prepared for public consumption. However, the subscriber will ensure that due credit is attributed to GRE for any such redistributions.
In addition to foregoing, Subscriber is allowed to create any derivative work from the GRE Product(s), however, Subscriber shall not publish, reproduce, and/or otherwise distribute, externally or internally, the GRE Product(s) or any component or portion thereof in any manner (including, but not limited to, via or as part of any Internet site) without an additional license, it being understood that any approved usage or distribution of the GRE Product(s) beyond the explicit usage authorized under this Agreement is subject to the payment of additional fees to GRE.
D. Restrictions on Usage: The access to GRE Product(s) is given to subscribers for the purpose of acquiring insight into business activity, professional profiles and history, geographic developments and statistics in the Wind, Solar and Oil & Gas Sectors (as applicable) and to support projects and decision making within such sectors. Subscribers are permitted to access and use the GRE Product(s) to assist in developing business strategies, projects, marketing and planning and also for performing analysis benefitting sectors at large including the governments in good faith. The use of the GRE Product(s) for purposes, which are inconsistent with the foregoing is not permitted.
Subscriber shall use and represent the GRE Product(s) correctly and accurately, without any mistakes or distortions. Subscriber shall not modify, reverse engineer, disassemble or decompile the GRE Product(s). In connection with GRE Product(s) that Subscriber redistributes either internally or externally in text, tabular, graphical or electronic form pursuant to Section 2(C), Subscriber shall always identify GRE as the source of such information, and shall display, on each Web site, screen, document page or other format that includes GRE Product(s), or data derived therefrom, such GRE logos, trademarks and/or copyright notices, disclaimers, hyperlinks, or other links to a GRE Web site as GRE may request. In situations, where Subscriber has access to data, which is identical to those available on GRE Product(s), it will be on the discretion of Subscriber to attribute the source as GRE. However, any satellite
imagery, maps, charts, or any other visual representation sourced or extracted from GRE product(s) must be attributed to GRE without any exceptions or relief.
GRE Product(s) is anticipated to evolve and develop over time. New or improved features and functionalities that may be introduced may be subject to special conditions or requirements and the availability of such new or improved features or functionalities may be limited to certain types of Subscriptions. New features and functionalities may not be available as part of the Subscription. However, during the Subscription Term, GRE will not reduce the level of features, functionalities or Licensed Content that are available through the Subscription.
At any point of time, Subscriber shall take all precautions that are reasonably necessary to:
(i) Prevent access to the GRE Product(s) or any component thereof by any individual or entity that is not an Authorized User other than distributions permitted under Section 2(C);
(ii) Prevent any unauthorized distribution or redistribution of the GRE Product(s), either internally or externally;
(iii) Protect the proprietary rights of GRE, its affiliates and their third-party licensors in the GRE Product(s);
(iv) Prevent using GRE Product(s), or obtaining any content from the Product(s), through automatic means (that is, access or use controlled by “bots” or other computer software without an individual Subscriber controlling each step of the use of the Platform through a standard browser);
(v) Prevent using GRE Product(s) for the purpose of developing, providing or carrying out any service or business, which has a potential to become a competitor to GRE, offering identical services (“Competing Service”);
(vi) Prevent insertion, distribution or infection of GRE Product(s) with any Malicious Code and the posting, uploading, sharing or publishing of any Inappropriate Content
E. Financial Instruments: Subscriber acknowledges and agrees that this Agreement does not confer on Subscriber any rights to use the GRE Product(s) or any data contained therein as the basis for, or as a component of, any indices or any financial instruments whatsoever (including, without limitation, swaps, options, forward contracts, notes, warrants, exchange-traded options or futures contracts) and that a separate approval from GRE is required for such purpose. It is understood that the foregoing shall not prohibit Authorized Users from, in the ordinary course of Subscriber’s business, (i) performing analyses based on GRE Product(s) to which Subscriber obtains access under this Agreement; or (ii) using GRE Product(s) to which it obtains access under this Agreement to confirm its individual bilateral contracts (i.e. contracts to which Subscriber is a party) or as a basis for verifying individual bilateral contracts that are bought and sold for Subscriber’s own account, in each case for physical trading activity that relates to physically delivered commodities, with the understanding that GRE has no responsibility for any pricing decisions based on the GRE Product(s) or other such uses and provided that no such bilateral contracts are otherwise sold or transferred as financial instruments. In addition, without separate authorization from GRE, Subscriber shall be permitted: (i) to use GRE’s name in describing such individual bilateral contracts; (ii) to include minimal excerpts of GRE Product(s) on invoices prepared by or on behalf of Subscriber; and (iii) and to provide access to GRE Product(s) for internal “pass- through” employees such as administrative assistants, other clerical functions, information technology personnel for clerical purposes only and disaster recovery personnel, in each case in the ordinary course of Subscriber’s business.
F. Third-Party Agreements: Subscriber shall, as required, enter into separate agreements with any third-party supplier(s), including, but not limited to, exchanges, and data and/or software providers or licensors, and network operators (collectively “Suppliers”) and Subscriber shall comply with all conditions, restrictions, or limitations imposed in such agreements. In addition, Subscriber agrees to indemnify and hold GRE, its affiliates and its Suppliers harmless from and against any and all losses, damages, liabilities, costs, charges, and expenses, including reasonable attorney fees and such fees and/or penalties as any Supplier(s) may impose, arising out of any breach or alleged breach by Subscriber of its obligations under this Section 2(G) or any failure to comply with the contractual requirements of, or other obligations imposed on Subscriber by, any Supplier(s).
3. ACCESS
GRE will grant User IDs and Passwords to its Subscribers to access the GRE Product(s) in accordance with the limitations and restrictions set forth in this Agreement.
Subscriber shall hold and cause all of its Authorized Users to hold any User IDs / passwords issued by GRE or by Subscriber in connection with access to the GRE Product(s) in strict confidence, and Subscriber shall instruct all Authorized Users of their obligations in this regard. Subscriber shall not permit the sharing of user IDs or passwords, or simultaneous or concurrent access to the GRE Product(s) via the same user ID or password, or otherwise.
If you lose or suspect unauthorised access to your Account, Subscriber must immediately inform GRE to allow it to revoke those Accounts Credentials and issue replacements. If an Authorised User ceases to be engaged by the Subscriber’s organisation, the Subscriber shall as soon as reasonably possibly inform GRE and GRE will revoke the relevant Account Credentials. Subscriber warrants that all data provided in this regard to GRE is true, accurate and not misleading.
GRE shall not be liable or otherwise responsible for any of the following: (i) the procurement, installation or maintenance of any equipment on which the GRE Product(s) are accessed by Subscriber; (ii) any communications connection by which the GRE Product(s) are transmitted; (iii) any communication delays or interruptions of the GRE Product(s); (iv) the transmission to Subscriber of the GRE Product(s); or (v) any fees payable by Subscriber for any communication lines, to any third-party network operator (a “Distributor”) or to any other person, firm or entity.
Subscriber’s access to GRE Product(s) may be suspended, disrupted or blocked in the following circumstances: (a) upon reasonable notice and insofar as practicable, outside of normal working hours, for scheduled downtime to permit GRE to conduct maintenance to the Platform; (b) for the duration of any unanticipated or unscheduled downtime, as a result of technical failures including system breakdown, communication or network problems, server overloading or other technical issues or any Force Majeure Event (as defined in Section 15); (c) in order to protect GRE Product(s) from unauthorised access or attack, or in order to prevent fraud or any unauthorised or unlawful access or use of GRE Product(s), to prevent any unlawful use of GRE Product(s), or if it determines that GRE Product(s) is being used (by the Subscriber or any other person) in breach of applicable law or these T&Cs, or if such suspension is required in response to an order or direction of any court of law, governmental or regulatory body or other official enforcement or investigation authority; or (d) in other circumstances where it might be reasonable or necessary to suspend, disrupt or block access to GRE Product(s).
4. TERM / TERMINATION
A. Effective Date: This Agreement shall be deemed effective on the Effective Date set forth above and shall continue to be in effect for as long as not cancelled by You.
B. Term: Unless your Account and subscription to GRE Product(s) is terminated in accordance with the terms of this Agreement , your subscription will renew for a Term opted for in the Digital Order Form. Also, unless otherwise provided for in a Subscription Agreement, the Subscription Charges applicable to Your subscription to GRE Product(s) for any such subsequent Subscription Term shall be our standard Subscription Charges for GRE Product(s) to which you have subscribed or which you have deployed, as applicable, as of the time such subsequent Subscription Term commences.
C. Cancellation: Either Party may elect to terminate your Account and subscription to GRE Product(s) as of the end of your then current Subscription Term by providing notice, in accordance with this Agreement, no less than thirty (30) days prior to the end of such Subscription Term.
D. Mutual Termination for Cause: In the event of a breach by either party of any material term or provision of this Agreement, the non-breaching party may terminate this Agreement by giving the breaching party thirty (30) days’ prior written notice thereof; provided, however, that such termination shall not take effect if the party in breach cures or corrects the breach within such notice period. If this Agreement is terminated by you in accordance with this section, we will refund you any prepaid fees covering the remainder of the Subscription Term after the effective date of termination. If this Agreement is terminated by us in accordance with this section, you agree to pay any unpaid fees covering the remainder of the Subscription Term. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination.
E. Bankruptcy/Insolvency: Either party may terminate this Agreement upon written notice to the other if the other party is adjudicated as bankrupt or insolvent or if a petition in bankruptcy or winding up is filed by or against the other party or if the other party makes an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy or insolvency laws.
F. Payment upon Termination: Except for Your termination under Section 4(D), if you terminate your subscription to GRE Product(s) or cancel Your Account prior to the end of Your then effective Subscription Term, or if we terminate or cancel your Account pursuant to Section 4(D), in addition to any other amounts you may owe to GRE, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term.
G. No Refunds: Except for Your termination rights under Section 4(D), if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then current Subscription Term, no refunds or credits for Subscription Charges or other fees or payments will be provided to You.
H. Third-Party Information: Subscriber acknowledges that the GRE Product(s) may contain information that is extracted from publicly available third-party sources. Subscriber agrees to be bound by and to comply with any terms of usage and restrictions that any such Suppliers or Sources enforce with respect to the products, services, or other information they provide to GRE, either directly or indirectly. In addition, Subscriber’s right to receive and use those portions of the GRE Product(s) pursuant to licenses or access granted to GRE by any sources or suppliers is subject to automatic termination or discontinuation without liability on the part of GRE if such licenses or access are terminated or discontinued.
I. Termination: Upon the termination of this Agreement in accordance with Section 4(A), Subscriber shall immediately cease all use of the GRE Product(s) or portion thereof, and Subscriber shall expunge the relevant GRE Product(s) and any portion thereof, including any copies thereof, from all of Subscriber’s electronic or other systems and records in Subscriber’s possession or control. At GRE’s request, Subscriber or a person duly authorized by Subscriber shall certify to GRE in writing that Subscriber has fully complied with this requirement.
5. FEES, CHARGES & PAYMENT MECHANISM
A. General: Subscriber shall pay all fees and charges as agreed in United States Dollars (including any software license, maintenance and installation fees) plus all applicable taxes, including, but not limited to, value- added, sales, usage and similar taxes, on or before the Due Date as mentioned in GRE’s invoice.
B. Late Payment: Failure by Subscriber to pay any fees or other charges within fifteen (15) days after the corresponding invoice due date shall constitute a material breach of this Agreement. GRE may assess a late charge at the rate of one and one-half percent (1½ %), or the highest rate permitted by law (whichever is lower), per calendar month on all amounts due and not paid after the due date until Subscriber makes payment in full. In addition to all other rights and remedies available to GRE at law or in equity, GRE also may suspend delivery of the Service(s) or any component thereof for as long as any such amount remains unpaid after such thirty (30) day period from the invoice date.
C. Taxes: If any fees paid to GRE hereunder are subject to withholding taxes by a country other than the GRE’s country of tax residence (“Home Country”), Subscriber shall provide to GRE an original receipt from the tax authorities of such other country evidencing the amount of tax withheld. Subscriber shall furnish such receipt when Subscriber pays such fee to GRE or as soon thereafter as is practicable. If GRE is denied a foreign tax credit due to the failure of Subscriber to provide satisfactory evidence of the amount withheld, Subscriber shall pay to GRE an amount sufficient to compensate GRE, on an after-tax basis, for the credit denied. The foregoing obligation of Subscriber shall survive the termination of this Agreement. If a tax treaty exists between the Home Country and the other country subjecting the fees to withholding taxes, GRE hereby elects to apply the withholding rate applicable under such tax treaty. If Subscriber requires a special certificate from GRE to make the election, the certificate must be provided to GRE, when this Agreement is signed.
D. Payment Mechanism: You shall pay GRE for all Fees & Charges through credit card, PayPal, Google Checkout, Wire Transfer, or similar Payment Mechanism that GRE accepts. You agree to provide GRE the expiration date and other information requested by GRE pertaining to the Payment Mechanism, and you hereby authorize GRE to charge the Payment Mechanism for all Charges applicable to your purchase of the Services provided pursuant to this Agreement. Upon cancellation or expiration of your Payment Mechanism, you agree to immediately provide a new Payment Mechanism and other information requested by GRE pertaining thereto. If GRE provides payment terms to you, you agree to pay all Charges in accordance with such payment terms.
6. FREE TRIALS
If you register for a free trial for any of GRE Product(s), we will make such products available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable GRE Product(s); (b) the start date of any subscription to such GRE Product(s); or (c) termination of the trial by us in our sole discretion. The usage of any such trials are also governed by the terms and conditions as mentioned in this Agreement if entered into.
7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
GRE, its affiliates and all of their third-party licensors disclaim any and all representations and warranties, express or implied, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or usage as to the GRE Product(s), including, but not limited to, the service(s), information, data, software or products contained therein, or the results obtained by their use or as to the performance thereof. Neither GRE, nor its affiliates or their third-party licensors guarantee the adequacy, accuracy, timeliness or completeness of the information contained in the GRE Product(s) or any component thereof or any communications, including but not limited to oral or written communications (whether in electronic or other format), with respect thereto. Accordingly, any user of the GRE Product(s) should only reasonably rely on the information contained in any of the GRE Product(s), while making any investment or other decision. GRE, its affiliates and their third-party licensors shall not be subject to any damages or liability for any errors, omissions or delays in the GRE Product(s). The GRE Product(s) and all components thereof are provided on an “as is” basis and subscriber’s usage of the GRE Product(s) is at subscriber’s own risk.
GRE, its affiliates and all of their third-party licensors also disclaim to have no responsibility for any harm to Subscriber’s computer system, loss or corruption of data, or other harm that results from Subscriber accessing GRE Product(s) or downloading of any material posted on such GRE Product(s), or on any website linked to such GRE Product(s) including any loss or damage caused by viruses, trojans, distributed denial-of-service attack, or other technologically harmful material (which is not knowingly or intentionally introduced by GRE) that may infect Subscriber’s computer equipment, software, data or other material.
Notwithstanding anything to the contrary in this agreement, in no event whatsoever shall GRE, its affiliates or their third-party licensors be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of profits, trading losses, or lost time or goodwill, even if they have been advised of the possibility of such damages, whether in contract, tort, strict liability or otherwise. GRE, its affiliates and their third-party licensors shall not be liable for any claims whatsoever against subscriber by third parties. In no event shall the maximum cumulative liability of GRE, its affiliates, and their third-party licensors in connection with the GRE Product(s) and/or this agreement, regardless of the form(s) of action, whether in contract, tort, strict liability or otherwise, exceed the fees paid by subscriber to GRE for the GRE Product(s) in question in the month such liability is alleged to have arisen. Nothing in this agreement seeks to limit or restrict liability for death or personal injury resulting from negligence.
No action, regardless of form, arising from or pertaining to this agreement may be brought by subscriber more than one (1) year after such action has accrued.
8. AUDIT / INSPECTION
Subscriber shall at all times during the term of this Agreement maintain full and accurate records of access. During the term of this Agreement and for a twenty-four (24) month period thereafter, GRE shall have the right, during normal business hours and upon reasonable notice to Subscriber, to (i) audit and review relevant portions of those records; and (ii) audit the manner of access to and usage of the GRE Product(s), in each case to confirm that fees and charges have been accurately determined and that restrictions on usage and access have been observed. GRE’s failure to conduct an audit pursuant to this Section 8 shall not relieve Subscriber from its responsibilities to comply fully with the terms and conditions of this Agreement. GRE shall bear the costs of any such audit and/or inspection, unless such audit and/or inspection reveals an underpayment to GRE of five percent (5%) or more; in such case, Subscriber shall reimburse GRE for its costs and expenses in conducting such audit and/or inspection. To the extent that the GRE Product(s) are being delivered to Subscriber via email, GRE may incorporate tracking mechanisms to enable GRE to determine whether restrictions on usage are being violated. Such tracking mechanisms shall allow GRE to collect information about whether the GRE Product(s) distributed by GRE to Authorized Users via e-mail is forwarded to other e-mail addresses and to determine the IP address or other information regarding such other destination e-mail addresses.
GRE reserves the right to use such IP address or other e-mail address information to enforce GRE’s rights in the event it believes unauthorized redistribution of the GRE Product(s) has occurred. Subscriber agrees to permit GRE or its representatives to periodically inspect, at Subscriber’s location(s), during reasonable hours and at reasonable intervals, the terminals, workstations and/or any network on or by which any portion of the GRE Information is accessed for purposes of establishing compliance with the terms of this Agreement.
9. GRE’s PROPRIETARY RIGHTS/INJUNCTIVE RELIEF
A. All proprietary rights (including, but not limited to, copyrights, trade secrets, database rights and trademark rights) in the GRE Product(s), including, but not limited to, all information, data, ratings and ratings symbology, software, products and documentation contained or included therein, are and shall remain the sole and exclusive property of GRE, its affiliates and their third-party licensors. The GRE Product(s) are compiled, prepared, revised, selected and arranged by GRE, its affiliates and their third-party licensors through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and the GRE Product(s) constitute the valuable intellectual property of GRE, its affiliates and their third-party licensors. Subscriber shall protect the copyrights, trade secrets, database rights, trademarks and other proprietary rights of GRE, its affiliates and their third-party licensors in the GRE Product(s), including, but not limited to, any contractual, statutory, or common-law rights, during and after the term of this Agreement. Subscriber shall honour and comply with all reasonable requests made by GRE to protect the rights of GRE, its affiliates, and their third-party licensors in the GRE Product(s).
B. Copying of, usage of, access to or distribution of the GRE Product(s) or any information, data or software contained therein in breach of this Agreement shall cause GRE, its affiliates and/or their third-party licensors irreparable injury that cannot be adequately compensated for by means of monetary damages. GRE, its affiliates and their third-party licensors may enforce any breach of this Agreement by Subscriber by means of equitable relief (including, but not limited to, injunctive relief and temporary and preliminary injunctive relief) in addition to any and all other rights and remedies that may be available, without the posting of a bond. In the event, GRE has reasonable grounds to believe Subscriber is violating the terms and/or conditions set forth in this Agreement, GRE shall have the right to suspend delivery of, or Subscriber’s access to, the GRE Product(s).
C. If GRE or Subscriber wishes to use promotional material referring to the other party, its services or marks, the party desiring to use such material shall, before using it, submit such material to the other party for review and written approval, which review and written approval shall not be unreasonably delayed or withheld.
D. Subscriber agrees that any third-party Supplier of any portion of the GRE Product(s) may enforce its rights against Subscriber as an intended third-party beneficiary of this Agreement, even though such Supplier is not a party to this Agreement. Subscriber agrees and acknowledges that, in the event the GRE Product(s) contains data from a Supplier, such Supplier may require Subscriber to enter into separate license agreements directly with such Supplier as a condition to accessing and using the data that such Supplier provides.
E. Subscriber shall indemnify and hold harmless GRE and its third-party licensors from and against any and all costs, claims, damages, expenses and liabilities (including, but not limited to, reasonable legal expenses and court costs) arising from any breach of its obligations, or of the limitations or restrictions set forth in this Agreement.
10. ASSIGNMENT
Subscriber may not assign or transfer (including, but not limited to the operation of law) this Agreement without the prior written consent of GRE and any attempted assignment or transfer shall be null and void and shall constitute a material breach of this Agreement.
If GRE does not elect to terminate all such agreements, the new owners of Subscriber shall assume all of Subscriber’s obligations under this Agreement and shall be responsible for adhering to all of the terms of this Agreement.
11. MISCELLANEOUS
This Agreement represents the entire agreement between the parties hereto in respect of its subject matter and supersedes all previous agreements, representations, discussions, understandings or writings between the parties with regard to its subject matter. There are no oral or written collateral representations, agreements or understandings. In the event any conflicts between the English language version of this Agreement and any translations thereof, the English language version shall prevail. The provisions and terms of any purchase order or other agreement shall be of no effect and shall not in any way extend or amend the terms and conditions set forth in this Agreement unless expressly accepted in writing and signed by an authorized representative of GRE.
GRE shall have no responsibility or liability for any delays or interruptions in or failures of its performance under this Agreement beyond its control, including, but not limited to, acts of nature, acts of governmental authority, fire, acts of war, terrorism, flood, strikes, severe or adverse weather conditions, power failures or communications line or network failures. No amendment of this Agreement shall be binding upon the parties unless in writing and signed by authorized representatives of GRE and Subscriber. No waiver of any term or condition of this Agreement shall be effective unless agreed to in writing by the party making the waiver. If any term or condition hereof is found by a court, administrative agency or jurisdiction to be unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law.
No action taken by either party shall constitute or be deemed to constitute that such party is the agent of the other, or imply that the parties intend to constitute a partnership, joint venture, or other form of association in which either party may be liable for the acts or omissions of the other. This Agreement and all claims arising out of or relating to this Agreement, shall be interpreted, construed and enforced in accordance with the applicable laws of Singapore without giving effect to the conflicts of laws provisions thereof. The parties hereto and their successors and assigns consent to the exclusive jurisdiction of courts located in Singapore for the resolution of any disputes arising from or related to this Agreement. Sections 2(B), 2(C), 2(D), 2(F), 2(G), (F), 4(G), 4(H), 4(I) and 5(C), shall survive any termination of this Agreement.
12. COMPLIANCE WITH LAW
Subscriber shall comply with all federal, state, local and exchange laws, rules, and regulations now or hereinafter in effect. Subscriber agrees that it will not engage in, and represents that it is not currently engaged in, the operation of any unlawful transactions or business and that it will not use or permit usage or permit anyone to use the GRE Product(s) for any unlawful purpose.
13. NOTICES
All notices and other communications required to be given under this Agreement shall be in writing and shall be deemed to have been duly delivered if delivered by hand or by a widely recognized overnight delivery service (with evidence of the delivery date), or sent by prepaid post or certified mail or sent over digital modes of communication such as Email with acknowledgment by the receiving party as of the date received.
Notices to GRE should be sent to [email protected]. GRE may provide any Notice to the Subscriber through the Subscriber’s contact details, email address, fax number and postal address as set out in the PO or as provided to GRE by the Subscriber from time to time during the Subscription Term. Subscriber may wish to provide a dedicated email id for this purpose.
15. GENERAL
A Party shall not be in breach of this Agreement, nor liable for any failure or delay in performing any obligations under this Agreement arising from or attributable to matters beyond its reasonable control (“Force Majeure Event”) including an act of God, fire, flood, earthquake, windstorm or other natural disaster, explosion or accidental damage, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, any failure or delay on the part of a third party supplier, industrial action or strike, power cuts, electronic or communication network breakdowns or government action.
UPDATED: 06th August 2020
