TABLE OF CONTENTS
Issue date / version number: 29 March 2021 / version 1.2
This Subscription Agreement (the “Agreement”) includes the terms and definitions set out below.
Solar AI Technologies Pte Ltd (“Solar AI”) is the owner of technology which aggregates data across multiple sources. Solar AI makes this data available to its subscribers and users on a pay per download basis (collectively referred to as “Subscribers”) for such Subscriber’s internal business purposes. Subscribers and Solar AI are herein referred to individually as a “Party” and collectively as the “Parties”.
Use of the Services
Use of the Site
Availability of the Site
Solar AI shall use reasonable efforts to provide the data to Subscribers at the regular intervals as set forth in the Subscription. However, there will be occasions when the Site will be interrupted for maintenance, upgrades and repairs, or as a result of failure of telecommunications links and equipment that are beyond Solar AI’s control. Solar AI shall take reasonable steps to minimize such disruption, to the extent it is within Solar AI’s reasonable control. Under no circumstances shall Solar AI be liable to Subscriber for any interruptions, outages, or other system failures that are beyond Solar AI’s control.
Registration and Passwords
You acknowledge and agree that Solar AI obtains data from third parties, and that such sources may become temporarily or permanently unavailable.
Limitations on Use
Subject to the Terms of this Agreement, Solar AI hereby grants to Subscriber a limited, non-exclusive, royalty-free, non-transferable right to a one (1) user seat license to use the Site solely for its internal business purposes.
You agree not to:
- Use the Site in any way that violates any applicable local or international law or regulation;
- Provide access to the Site or Data to unauthorized third parties;
- Publicly publish, copy (except for internal use), duplicate or replicate the data;
- Scrape any data or intellectual property, or otherwise trespass or interfere with Solar AI’s site, service or systems; or
- Sublicense, distribute or transfer any Data except as otherwise expressly permitted herein.
Except for the limited rights to view, download, store and print Data set forth in the Fair Use policy, you agree not to otherwise download, store, reproduce, republish, transmit, display, distribute or take screenshots of any portion of the Data or Site.
You further agree not to:
- Sell, rent, lease, loan, transfer, sublicense or otherwise make available or permit access to the Data or Site to any third party;
- Modify, decompile, disassemble or reverse engineer any portion of the Data or Site;
- Use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology or process having similar functionality, to access, acquire, copy or monitor any portion of the Data or Site;
- Violate the security of the Site or attempt to gain unauthorized access to the Site, Data or Solar AI’s computer systems or networks connected to any server associated with Solar AI, through hacking, password mining or any other means;
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
- Use the Site or Data retrieved from the Site in any manner that infringes or violates the rights of Solar AI or any third party;
- Export or re-export the Site or any portion thereof or the Data in violation of the export control laws and regulations of Singapore; and
- Use the Site or Data in any manner that is unlawful or harms Solar AI, its service providers, suppliers or any other user, including any use for improper investment purposes in any entity that is the subject of any Data.
Fair Use Policy
Contingent upon other usage limits of your license agreement with Solar AI, you may:
- Incorporate limited data derived from the Data into presentations and reports for use solely in connection with your internal business operations;
- Using the functionality of the Site, download and store company and contact data as your purchased credits allow; and
- Access purchased and stored data as long as your subscription is current.
After a subscription has lapsed, you will no longer have access to your purchased data records. Neither downloading nor printing shall be done for the purpose of obtaining a substantial part of such data and / or information or subset thereof. Subject at all times to Solar AI’s retained ownership thereof, you also have the right to distribute in the ordinary course of your business limited extracts of the data, both internally and externally to your employees, affiliates, clients and/or prospective clients, in the form of charts, graphs, graphics, pitch books, presentations, statistics, research reports and other reports; provided that in any case you include source attribution to Solar AI (“Source: Solar AI Technologies Pte Ltd”).
Reservation of Rights
All rights, titles and interests (including all copyrights and other intellectual property rights) in the Site and Data belong to Solar AI. Except as expressly provided in these Terms, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights. You agree that the Site and Data are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You agree not to remove or obscure the copyright or other notices contained in Data retrieved from the Site including but not limited to any copyright or other notices included on the printable profiles.
Fees and Payment
In consideration for the license granted by Solar AI, Subscriber agrees to pay Solar AI the fees and any other amounts owing under this Agreement as selected by Subscriber on Solar AI’s website or separate written Order Form, including, where applicable, any early termination fees specified on the Order Form.
The payments to Solar AI shall be made as set forth in the Subscription. Subscriber will bear all sales tax, use taxes or other taxes or charges of any kind imposed by any government entity for any financial transactions arising out of this Agreement. All undisputed overdue amounts shall bear interest at the rate of 10% per annum or the maximum legal rate, if less. Solar AI shall be entitled to its cost of collection, including reasonable attorney’s fees in connection with its attempts to collect any amounts owed under this Agreement.
Subscription Fee Changes
Solar AI reserves the right to change at any time its pricing for any and all of its services, including access and use of its platform, additional credits for purchasing data, additional user licenses and any other products or services that Solar AI sells.
Pricing is fixed and guaranteed for the term of the subscription. At the end of the subscription term, subscriptions will auto-renew at the current price of the plan and reflect whatever pricing change has occurred since the previous subscription. If price has increased or any way disadvantages the Subscriber, Solar AI will notify Subscribers at least 14 days in advance of renewal date, and Subscribers will have the option of not renewing. Solar AI may or may not notify Subscribers of pricing changes that advantage the subscriber.
The Site, Services and all present and future rights comprised in each of the foregoing, including such rights relating to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights under the laws of Singapore, the U.S. or any applicable jurisdiction, including rights in and to all applications and registrations relating to the Services (the “Intellectual Property Rights”), are and will remain the property of Solar AI and Solar AI’s licensors. Notwithstanding anything to the contrary in these Terms, neither these Terms nor your access or use of the Site or the Services in any way convey or grant to you any license or right, whether implied or express, in or related to the Site or the Services other than the Fair Use Policy described above. You acknowledge that the Site and the Services have been developed, compiled, prepared, revised, selected, and arranged by Solar AI and other third parties through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Solar AI and such other third parties. You agree to protect the proprietary rights of Solar AI and all persons having rights in the Site and the Services at all times and to comply with all reasonable requests made by Solar AI or its licensors to protect such rights.
Warranties and Disclaimer
Each Party represents and warrants to the other Party that (i) it has the legal right and power to enter into this Agreement; (ii) the performance of such obligations will not violate or conflict with any agreements, contracts or other arrangements to which it is a party; and (iii) the execution of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and any other consents required to be obtained by it have been obtained.
Disclaimer of Warranties
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FROM SOLAR AI, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SOLAR AI NOR ANY PERSON ASSOCIATED WITH SOLAR AI MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. ANY INFORMATION OBTAINED THROUGH THE USE OF THE DATA OR SERVICE IS DONE AT SUBSCRIBER’S OWN RISK AND SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR DAMAGE TO SUBSCRIBER’S COMPUTER SYSTEM, NETWORK, DATA OR BUSINESS THAT RESULTS FROM SUCH ACTIVITY.
No Warranties Regarding Data
The Site and Data are provided for research and informational purposes. Solar AI makes no claim as to the reliability or accuracy of the information contained in The Site. The Data contained on the Site may contain errors. THE SITE AND DATA ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE” BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE SUBSCRIBER. SOLAR AI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH REGARDS TO THE INFORMATION PROVIDED THROUGH THE DATA SERVICE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SOLAR AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT. SUBSCRIBER ASSUMES THE ENTIRE RISK OF SELECTION AND USE OF INFORMATION PROVIDED THROUGH THE DATA SERVICE. WITHOUT LIMITING THE FOREGOING, SOLAR AI MAKES NO WARRANTY THAT (i) THE INFORMATION OFFERED THROUGH THE DATA SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS; (ii) THE DATA SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, COMPLETE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DATA SERVICE WILL BE ACCURATE OR RELIABLE.
No Warranty Regarding Advice or Information
NO ADVICE OR INFORMATION OBTAINED BY SUBSCRIBER FROM SOLAR AI SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Limitations of Liability
Solar AI is not held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
Links to Third Party Sites
The Site may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Solar AI and Solar AI is not responsible for the data of any Linked Site, including without limitation any data contained in a Linked Site or any changes or updates to a Linked Site. Solar AI is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Solar AI of the site or any association with its operators.
Remedies for Violations
You agree to indemnify, defend and hold Solar AI, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Site harmless from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees, arising out of or relating to your violation of these Terms or your use of the Site.
You agree to grant Solar AI permission to list your corporate name on public customer lists and use your corporate name and logo in marketing materials or press releases that name Solar AI’s clients.
Governing Law and Jurisdiction
This Agreement will be governed and construed solely in accordance with the laws of Singapore. Both Parties agree to submit to exclusive jurisdiction in Singapore and further agree that any cause of action arising under this Agreement shall be brought solely in a court in Singapore.
Waiver and Severability
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The waiver by either Party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
This Agreement, together with any separate written order form (if applicable), sets forth the entire understanding and agreement of the Parties and supersedes any and all oral or written agreements or understandings between the Parties as to the subject matter of this Agreement. It may be changed only by a writing signed by both Parties. Neither Party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.