This end user license agreement (the “EULA”) is an agreement between you and Wealth-X Pte. Ltd. (Company Registration No. 201004459H) and/or any of its affiliates (“Wealth-X”) and governs your use of the Wealth-X Screening Software product. “You” and “Your” means the individual or entity licensing the Wealth-X Screening Software product on one or more Order Form, Membership Agreement or other registration document (each, an “Order Form”).
“Software Product” means the Wealth-X Screening Software product made available to you and licensed to you by Wealth-X. “Content” is the Wealth-X ultra high net worth (UHNW), very high net worth (VHNW), and high net worth (HNW) names and any other data contained and imaged in the Software Product. “Documentation” is the Wealth-X software installation manuals, training materials, specifications or other technical documentation applicable to the Software Product and made available to you.
This EULA governs your use of the Software Product. By downloading and using the Software Product, you agree to be bound by this EULA. If you do not agree with this EULA, please do not use the Software Product.
- SOFTWARE LICENSE GRANT
Subject to payment of the applicable fees, Wealth-X hereby grants to you and your authorized users a non-exclusive, non-transferable, non-assignable, limited software license to download, install and use the Software Product and the Documentation solely to perform screenings to derive match results on the number of records at the frequency screening interval (e.g., monthly, quarterly, semi-annual, or on-demand) as set forth in your Order Form. Unless otherwise specified in your Order Form, for each software license that you purchase, you may install one (1) production instance of the Software Product.
Your software license shall be valid solely for the applicable term on your Order Form. Your right to use the Screening Software begins on the date the Screening Software is made available to you for download or installation and continues until the end of the specified subscription term (the “Initial Term”), unless otherwise terminated in accordance with this EULA. You agree and acknowledge that the Order Form you entered into shall automatically renew for additional one (1) year renewal terms (each, a “Renewal Term”) unless you provide written notice to Wealth-X not less than sixty (60) days prior to the end of the Initial Term or any Renewal Term. To the extent there is a conflict between any term(s) contained in the applicable Order Form and any term(s) contained in this EULA, the term(s) in such Order Form shall prevail and govern. At the end of your term, you will be required to uninstall the Software Product.
- IP OWNERSHIP
Wealth-X retains all ownership of all intellectual property rights in and to the Software Product, including copies, improvements, enhancements, derivative works and modifications thereof and to any Content contained or imaged therein. All intellectual property rights in and relating to any material supplied by you to Wealth-X or the derived match results that you obtain from your use of the Software Product will be owned by you.
- LIMITATIONS
You agree that you will not:
(a) transfer, sublicense or assign your rights under this license to any other person or entity, unless expressly authorized by Wealth-X in writing;
(b) reproduce, copy, modify, adapt or create derivative works of the Software Product or Documentation;
(c) reverse engineer, decompile, decrypt, disassemble, or otherwise translate or otherwise attempt to derive the source code for the Software Product, gain access to proprietary information, trade secrets or confidential information in the Software Product; or circumvent any security or access restrictions relevant to the Software Product or features therein; or attempt to do any of the foregoing;
(d) make the functionality of the Software Product available to third parties;
(e) use the Software Product to develop a database or other analytical model or software product that would be competitive with Wealth-X’s Software Product or Wealth-X;
(f) use any deep-link, page-scrape, spider, robot, index, internet agent or other automatic device, program, algorithm or any other technology which does the same things, to use, access, copy, acquire, input or store any of data in the Software Product; or
(g) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks on or within the Software Product.
You shall be liable to Wealth-X for any damages caused to Wealth-X as a result of your violation of any of these limitations or restrictions. Wealth-X reserves the right to modify or terminate your Order Form and your license to the Software Product or Documentation for your breach of this EULA.
- PAYMENT
You agree to pay Wealth-X the fees as set forth on the Order Form, which fees shall be payable within thirty (30) days of receipt of invoice. You are responsible for any taxes 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 fees for the Screening Software for any renewal term.
- CONFIDENTIAL INFORMATION
“Confidential Information” shall mean all data and information furnished by each party to the other in connection with the Software Product. Confidential Information shall include, but not be limited to, marketing materials, proposals, pricing, the Documentation, and any other items provided by Wealth-X to you.
Neither party shall disclose the Confidential Information to anyone, provided the Confidential Information may be disclosed to other employees of each party who have a need to know such Confidential Information in order to perform the purposes described in this Agreement.
Notwithstanding the foregoing, neither party shall have any obligation to preserve the confidentiality of any Confidential Information which: (i) was lawfully received by you from a third party free of any obligation to keep it confidential; (ii) is or becomes publicly available, by other than unauthorized disclosure; (iii) is independently developed without any reference to the Confidential Information, as evidenced by contemporaneous written records of you; or (iv) is required to be disclosed by law, regulation or court order, provided that the each party will give the other party prompt written notice prior to such disclosure.
Each party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages along would not be a sufficient remedy, and therefore that upon any such disclosure by the other party, each party will be entitled to appropriate equitable relief in addition to whatever other remedies it may have at law.
- INDEMNIFICATION
You agree to indemnify and hold Wealth-X and its affiliates, officers, directors, agents and employees (collectively, the “Wealth-X Entities”) harmless from and against all and any actions, proceedings, claims, liabilities, losses, penalties, costs and expenses which the Wealth-X Entities may suffer or incur as a result of or in connection with your use of the Software Product and/or breach of this EULA. Wealth-X reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Wealth-X in asserting any available defenses.
- LIMITATION OF LIABILITY
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 Software Product or your match results, regardless of the form of action, shall not exceed the total amount of fees, if any, that you paid to use the Software Product.
To the maximum extent permitted by law, in no event will the Wealth-X Entities 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 any liability which cannot be excluded or limited by law.
- WARRANTIES AND DISCLAIMER
(a) General Warranties. Each party represents and warrants that it has the legal authority to enter into this EULA. Wealth-X further represents and warrants that it will take reasonable commercial efforts to ensure that the Software Product, in the form and when provided to you, will be free of any viruses, malware, or other harmful code. For any breach of the foregoing warranty, your sole and exclusive remedy, and Wealth-X’s sole obligation, will be to provide you with a replacement copy of the Software Product promptly upon notice.
(b) Warranty Disclaimer. Except as expressly set forth in this section, the Software Product and any support and maintenance is provided “as is” and “as available”. Wealth-X makes no warranties of any kind, whether express, implied, statutory or otherwise, and Wealth-X specifically disclaims all implied warranties, including all warranties of merchantability, non-infringement and fitness for a particular purpose or any implied warranties arising out of the course of dealing or the usage of trade. Wealth-X makes no warranty that the Software Product or the match results will meet your requirements and/or that the Software Product will be uninterrupted, timely or error-free. You understand and agree that use of the Software Product is done at your sole risk and that you will be solely responsible for any damages to your computer system and/or loss of data that results from the download of the Software Product onto your servers. You agree to bear the entire risk of your use of the Software Product and match results. Wealth-X makes no warranty as to the type of match results that may be obtained from use of the Software Product or the accuracy of the match results obtained through the Software Product.
- FEEDBACK
From time to time, you may choose to submit feedback on the Software Product to us. Wealth-X may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No feedback will be considered your Confidential Information, and nothing in this EULA limits Wealth-X’s right to independently use, develop, evaluate or market products or services incorporating the feedback.
- PRIVACY
This EULA is governed by and subject to Wealth-X’ Privacy Policy posted and available at https://www.wealthx.com/privacy-policy/ and is hereby incorporated by reference.
You further hereby consent that Wealth-X may collect match statistics in terms of how many records are screened and how many of them are matched with categories of true/relative/high/medium/low matches during your use of the Software Product.
- COMPLIANCE WITH LAWS; EXPORT REQUIREMENTS
You agree that you will comply with all applicable laws and regulations in connection with your use of the Software Product, the Documentation and the match results.
The Software Product is subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your download of, access to, and use of the Software Product.
- COMMERCIAL COMPUTER SOFTWARE
The Software Product is a “commercial item” as defined in Federal Acquisition Regulation (48. C.F.R.) (“FAR”) section 2.101 compromised of “commercial computer software” and “commercial computer software documentation” as those terms are used in FAR 12.212. Consequently, regardless of whether you are the US Government or a department or agency thereof, you shall acquire only those rights with respect to the Software Product that are set forth in the Order Form and this EULA.
- THIRD PARTY SOFTWARE
The Software Product may be distributed alongside Documentation that recommends that you install certain third party software or information from websites that are owned by or operated by other companies (collectively, the “Third Party Software”). The inclusion of any third party trademarks in the Documentation does not imply a partnership relationship between Wealth-X and any other company.
This Third Party Software is recommended on an “as is” basis without warranty of any kind, either express or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose. When you use the Third Party Software, you will be subject to these third party license terms and no longer be protected by this EULA, Wealth-X’s Privacy Policy or security practices, which may be different from the Third Party Software terms, privacy policies or security practices (the “Third Party Terms”). You agree to abide by any Third Party Terms when using the Third Party Software for use with the Software Product.
- CHOICE OF LAW AND JURISDICTION
This EULA shall be governed and construed in accordance with the laws of New York, without regard to other applicable principles of conflicts of laws. You agree that any dispute relating to or arising under this EULA or arising out of or related to your use of the Software Product shall be subject to the exclusive jurisdiction of any state or federal court sitting in the county of New York, New York. By your use of the Software Product, you waive any jurisdictional, venue or inconvenient forum objections to such courts for purposes of resolving these disputes. For avoidance of doubt, this clause shall not limit the right of Wealth-X to take proceedings against you in any court of competent jurisdiction.
- MISCELLANEOUS
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.
You may not assign or transfer these terms, by operation of law or otherwise, without or prior written consent. Wealth-X may assign its rights and obligations under your Order Form and this EULA without your prior consent to any new provider of the Software Product.
If any provision of this EULA is found to be unlawful, void or for any reason unenforceable, then the provision will be deleted. Any such deletion will not affect the validity and enforceability of any of the other sections of this EULA.
Wealth-X may, at any time and in its sole discretion, revise, replace, update or otherwise modify this EULA. It is your obligation to review any possible changes to this EULA since your last visit. You acknowledge and agree that you will be deemed to have consented to any modification to this EULA when you use the Software Product after the effective date of the modification.
You agree that any terms or conditions contained in any document other than as set forth in your Order Form or this EULA, including but not limited to any purchase order or other similar document that you may now or later provide to Wealth-X will have no effect and that your Order Form and this EULA constitute the entire agreement between Wealth-X and you regarding the Software Product and may only be amended as set forth herein.
- CONTACT INFORMATION
If you have any questions about these Terms of Use, please contact Wealth-X at legal@wealthx.com or by mail at:
Wealth-X Pte. Ltd.
8 Marina Boulevard #05-02
Marina Bay Financial Centre
Singapore 018981
With a copy to:
Wealth-X LLC
142 W 36th Street
12th Floor
New York, New York 10018
USA
Attn: Legal Department
© 2019 Wealth-X. All rights reserved.