The Licensed Content is designed to offer you information on individuals for you to seek to develop business relationships. Wealth-X does not provide investment or financial advice to you through the Licensed Content or otherwise, nor do we provide you with financial or investment services. You agree that the Licensed Content and your use of it does not and will not constitute an offer or sale of any security, financial product, instrument or trading strategy (or the solicitation or recommendation thereof). You agree that the Licensed Content and your use of the Licensed Content do not and will not constitute investment advice and that you will not rely on any Licensed Content when making an investment decision, or when buying or selling securities, financial products or instruments. You acknowledge that the Licensed Content is not an introduction source for your prospective clients, nor is the Licensed Content intended for business advice. You further acknowledge that Wealth-X makes no guarantees with respect to any business results relating to or resulting from use of the Licensed Content.
You shall not copy, modify, disclose, distribute, sell, assign, sublicense or make available or use the Licensed Content, in whole or in part.
You agree not to reverse engineer, decompile, disassemble or create derivative works of the Licensed Content or assist someone in performing such prohibited acts.
You agree not to use any of the Licensed Content or any part of the data contained therein for the purpose of creating any form of competing list, directory, database, report or service whether for internal or external use, nor may you mass export any of the data obtained as a result of your use of the Licensed Content, without written approval from Wealth-X. This Section 4 shall survive termination of your use of the Licensed Content.
You shall not remove any copyright or similar notice contained in the Licensed Content.
You shall pay to Wealth-X the fees as are set forth on the Order Form, which fees shall be payable on the due date specified on the Order Form or invoice. All fees for Wealth-X Professional and Integration shall be billed annually and all fees for Wealth-X Dossier and Diligence will need to be provided prior to receipt of any services. Any taxes are the responsibility of the subscriber and such taxes may be collected by Wealth-X and distributed to the appropriate taxing authority. Any American Express payments will include an additional 3.75% processing fee. Any invoices not paid on time are subject to a 2% monthly finance charge.
Wealth-X reserves the right to increase the annual subscription fee on each anniversary of the start date of your Order Form. In addition to any such annual increase, you agree that the prices set out in the Order Form shall be revised based on foreign exchange rate fluctuations (vis a vis US Dollar the applicable foreign currency on the Order Form to be monitored every 3 months from the commencement of the Order Form Effective Date; and with the base exchange rate of the foreign currency on the Order Form as of the Effective Date of the Order Form = 1 USD). We will give you written notice of any adjustment to the fees (“Fee Adjustment Notice”). In the event you do not agree to the adjusted fees, you may terminate your Order Form in full by providing written notice to us within ten (10) business days of your receipt of the Fee Adjustment Notice. Your termination shall be effective upon our receipt of such written notice to terminate. Your failure to terminate your Order Form within such ten (10) business day period shall constitute your acceptance of the adjusted fees.
5.1. You shall not disclose confidential information belonging to Wealth-X or other confidential information otherwise obtained by you by virtue of your access to the Licensed Content. Only you or the specific individual or entity name listed on an Order Form is permitted to use and have access to the confidential information, and you (or such other person or entity listed on an Order Form) shall not copy, modify or otherwise share or disclose any of the confidential information to any other third party without the prior written consent of Wealth-X. For the avoidance of doubt, the foregoing restriction prohibits disclosure by you (or such other person or entity listed on an Order Form) of any of the confidential information to any of your affiliates (or any affiliate of such other person or entity listed on an Order Form) without the prior written consent of Wealth-X (such consent not to be unreasonably withheld). Wealth-X shall not disclose to a third party any confidential and/or sensitive information about your business (including your access of the Licensed Content) or about any third party with whom you do business that you disclose to Wealth-X or that becomes known to Wealth-X through your use of the Licensed Content.
5.2. The obligations of confidentiality contained in this Section shall not apply to information which: i. is publicly known at the time of disclosure; ii. is already in your possession at the time of disclosure; iii. becomes known to you through disclosure by other sources without such sources violating any confidentiality obligation to Wealth-X; or iv. is independently developed by you without reference to information from Wealth-X or the Licensed Content. Notwithstanding anything to the contrary in this Section, you are not prohibited from disclosing confidential information to law enforcement or regulatory authorities to comply with applicable laws and regulations.
To the maximum extent permitted by law, our total cumulative liability to you for any and all claims relating to or arising out of your use of the Licensed Content, regardless of the form of action, shall not exceed the total amount of fees, if any, that you paid to use the Licensed Content.
To the maximum extent permitted by law, in no event will Wealth-X, nor any of its affiliates, directors, employees, agents, members or managers (collectively, the “Wealth-X Entities”) or any other party who has been involved in the creation, production, distribution, promotion, or marketing of the Licensed Content be liable to you or any other party, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for (i) any loss of profits, anticipated savings, business, goodwill or data, in each case whether in the nature of direct or indirect damages, or (ii) any indirect, consequential, special, incidental or exemplary damages or the like, incurred by you or any third party even if the loss(es) were foreseeable or if the Wealth-X Entities or any other party had been advised of the possibility of the same. This limitation of liability shall not apply to liability for death or personal injury arising out of negligence, fraud or fraudulent misrepresentation or for any other liability which cannot be excluded or limited by law.
Wealth-X respects the intellectual property of others. If you believe in good faith that any Licensed Content infringes the copyright in a work you own, please contact our designated contact listed below, with correspondence containing the following:
– A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
– Identification of the copyrighted work allegedly infringed;
– Identifying information reasonably sufficient to allow determination by Wealth-X of the location of the material that is allegedly infringing;
– Information reasonably sufficient to permit Wealth-X to contact you;
– A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
– A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You acknowledge that if you fail to comply with all of the requirements of this Section, your notice may not be valid and we reserve the right not to take action until all the requirements are complied with. For any questions regarding this procedure, or to submit a complaint, please contact the following:
Wealth-X Pte. Ltd.
8 Marina Boulevard #05-02
Marina Ray Financial Centre
With a copy to:
Attn: Legal Department
142 W 36th Street
New York, New York 10018
Phone: + 1 877 887 8454
Although the Licensed Content may be available worldwide, you understand and agree that the law of your home jurisdiction may provide protections not provided in Singapore, and that by visiting the Website and using the Licensed Content, you unequivocally and unambiguously agree to submit and adjudicate any disputes which arise out of such use pursuant to the terms and conditions stated in this Choice of Law and Jurisdiction clause.
All of the Wealth-X dossiers, trademarks, service marks and logos are owned by or licensed to Wealth-X and may not be used for any purpose without the prior written consent of Wealth-X. You agree that we are authorized to use your name in a general public announcement for the business relationship on our Website and in our marketing materials.
13.1. PROFESSIONAL AND INTEGRATION
13.1.1. Website Content. The content on the Website, including without limitation the dossiers, text, graphics, software, video and audio content and the like that appear on the Website (the “Website Content”), is owned by or licensed to Wealth-X and is subject to copyright and other intellectual property rights protected by laws and other treaties around the world. Subject to the license grant in Section 1, all such rights are reserved by us. In particular, you may not re-post, republish, reproduce or copy the Website Content to other web sites or publicly-accessible documents, or sell, distribute or otherwise exploit the Website Content, without the prior written consent of Wealth-X. To request permission to re-post, republish, reproduce, copy, sell, distribute or otherwise exploit Website Content, please submit your request in writing via e-mail to firstname.lastname@example.org. Wealth-X has no obligation to grant you permission to re-post, republish, reproduce, copy, sell, distribute or otherwise exploit Website Content.
13.1.2. User Account. If you create a user account for the Website, you agree to complete the registration process by providing current, complete, and accurate information as required by Wealth-X. You are responsible for all activities that occur in relation to your account. You agree to notify Wealth-X immediately of any unauthorized use of your account or any other breach of security. Wealth-X will not be liable for any loss that you may incur as a result of someone else using your account, either with or without your knowledge. In addition, you may be held liable for any losses incurred by Wealth-X or any third party due to someone else using your account. You may not use anyone else account to gain access to the Website and/or Wealth-X at any time.
13.1.4. Wealth-X has the right at any time to change, modify, correct, add to, discontinue, or retire any aspect or feature of the Website, including, but not limited to, hours of availability, equipment needed for access or use, or the availability of the Website (or any part thereof) on any particular device or communications service. Wealth-X is under no obligation to provide you with any support, error corrections, updates, upgrades, bug fixes, and/or enhancements of the Website.
13.2 DOSSIERS AND DILIGENCE
13.2.1. Notwithstanding any provision to the contrary, you agree and understand that for up to a maximum of two (2) individual dossier requests within any thirty (30) calendar day period (the “Guaranteed Requests”), we will deliver the requested dossier within ten (10) business days of such Guaranteed Requests and for all individual dossier requests in excess of the Guaranteed Requests, we will deliver the requested dossiers within a reasonable time frame which will be notified to you.
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