The Grid Terms of Use

This Terms of Service Agreement (this “Terms of Use”) is entered into effective as of date of acceptance of this Agreement by clicking “I accept the Terms & Conditions” box (the “Effective Date”) by and between you (hereinafter “User”) and Darwiin Pte. Ltd., (“DARWIIN”). The term "User" in uppercase or lowercase shall mean the entity (e.g., individual, company, corporation, partnership, sole proprietor, etc.) or government agency entering into this Agreement with DARWIIN. The terms and conditions listed below govern use of the online services, data, contents and materials available therein ("Service") provided by DARWIIN. YOU UNDERSTAND THAT BY CLICKING THE “I ACCEPT” BUTTON, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. User shall acknowledge and accept the terms and conditions stated below.
  • Article 1 (Application)
  • This Terms of Use is applicable to all transactions between User and DARWIIN regarding the provision of the Service by DARWIIN to User.

  • Article 2 (Compliance)
  • This Terms of Use defines the terms and conditions which User must comply with when using the Service. Use of the Service by User shall be considered equivalent to consent by User of the terms stated in this Terms of Use.

  • Article 3 (Amendment of this Terms of Use)
  • DARWIIN may amend any part of this Terms of Use by giving prior notice to User on The Service, and by receipt of the notice, User shall be considered to have agreed to the amended Terms of Use.

  • Article 4 (Duration)
    1. The duration of this Terms of Use is one (1) year from the date of subscription (hereinafter referred to as “Contracting Term”). User many not terminate this contract during the Contracting Term.
  • Article 5 (Usage Fee and Method of Payment)
    1. User shall pay monthly usage fee of SGD29 for the Service as set out by DARWIIN.
    2. If there is any delay in the payment of the usage fee by User, DARWIIN may terminate the Service.
    3. DARWIIN shall not refund any usage fee for the Service paid by User
  • Article 6 (Use of Service)
    1. User is entitled to use the Service solely and exclusively for the internal (for company) or private (for individual) use of the User; provided, however, that User shall not, even as part of any such internal or private use, accumulate, store or use via any system that enables regular or automatic transmission of the industry and company information provided through the Service to any database or system outside of the Service.
    2. User shall not engage in any of the following acts during use of the Service. In cases where DARWIIN has detected engagement in such acts by User, DARWIIN may notify User and request rectification.
      1. Unauthorised downloading of contents (this refers to excessive downloading in terms of quantity and frequency beyond the scope of regular use of the Service);
      2. To tamper with, reproduce, recreate, imitate, adapt, or alter all or any part of the Service, information provided on the Service or provide such information to a third party;
      3. To infringe any knowhow, copyrights, patent rights, privacy rights, utility model rights, trademark rights, and any other Intellectual Property Rights and rights to register such rights (hereinafter referred to as “Intellectual Property Rights”), portrait rights, rights to privacy, reputation and any other rights or interests of DARWIIN, other users of the Service, or a third party;
      4. To create and provide a system similar to The Service by using information obtained through the Service;
      5. To do any other act that DARWIIN reasonably assesses to be inappropriate.
    3. DARWIIN may suspend the use of the Service without prior notice (any suspensions of the Service that can be predicted by DARWIIN shall be notified to User through THE SERVICE) if:
      1. repair or maintenance of the system or related systems of the Service is necessary, or a failure of the system or any related systems has occurred;
      2. there has been a disruption of communication channels or electricity used by DARWIIN;
      3. the Service has become unavailable due to fires, blackouts, etc.; or
      4. there has been a restriction on data transmission due to regulations as a result of natural disasters, any other emergency or the risk thereof, or DARWIIN has considered such restrictions to be necessary.
    4. DARWIIN may, at its sole and exclusive discretion, change the content of the Service.
  • Article 7 (Management of ID and Password)
    1. User shall not assign or lend to a third party his/her ID or password for the Service, or permit a third party to use the Service.
    2. User shall be responsible for the management and use of his/her ID and password, and DARWIIN shall not be liable in any way for any loss or damage to User or a third party resulting from any use of such ID or password by a third party.
    3. User shall immediately notify DARWIIN in the event of a loss or theft of any ID or password loaned to User.
  • Article 8 (Vesting of Rights)
    1. Any property rights and ownership of Intellectual Property Rights relating to the Service shall belong to DARWIIN or the providers of the data source for the information concerned, and the grant of a license for the use of the Service under this Terms of Use shall not be construed as license to use the Intellectual Property Rights relating to the Service. All proprietary rights, including copyrights, in the Service shall remain in DARWIIN and its provider of data. In cases where, at the time of purchase, a separate policy is presented by the providers of the data source of any report that User is able to buy through the Service, the policies of the data source shall prevail over this Terms of Use.
  • Article 9 (Handling of Personal Information)
  • DARWIIN shall handle User’s personal information in accordance with the Privacy Policy provided on the Service.

  • Article 10 (Termination)
    1. DARWIIN may reject subscription to the Service, suspend the use of the Service or cancel User’s registration with the Service without prior written notice if:
      1. User has committed an act that is significantly contrary to any of the articles in this Terms of Use;
      2. any registered matter has been found to be false;
      3. User has turned out to be a fabricated figure;
      4. User cannot be contacted at his/her registered contact address such as email address;
      5. User has attempted to use the Service in a manner that is likely to cause loss or damage to DARWIIN, other users of the Service, or a third party;
      6. DARWIIN has recognized User as DARWIIN’s competitor;
      7. User has delayed the payment of or refused to pay his/her usage fee;
      8. User has suspended payment or become insolvent, or a petition is filed for commencement of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or any other similar proceedings;
      9. a petition is filed to User for attachment, provisional attachment, provisional disposition, compulsory execution, or public auction;
      10. a disposition for preservative seizure is received by User for tax delinquency; or
      11. any other cases where DARWIIN has made reasonable decision that User is inappropriate for continued use of the Service.
    2. In the event of termination, all obligations owned by User to DARWIIN shall become immediately due and payable, and User shall immediately pay to DARWIIN all such obligations.
    3. DARWIIN shall not be liable in any way for any loss or damage caused to User as a result of any act conducted by DARWIIN under this Article.
    4. Notwithstanding the provisions stated in this Article, User shall indemnify DARWIIN against any losses incurred as a result of any breach of this Terms of Use.
  • Article 11 (Post Termination)
  • Upon termination of use of the Service by either party for any reason, User shall expunge all data or information obtained through the Service, although this shall only be the case in the event of request from DARWIIN. However, this does not apply in cases where preservation of the data is required under laws, regulations, or rulings, orders, decisions or instructions from governmental organizations, financial instruments exchanges and other public organizations.

  • Article 12 (Injunctive Relief)
  • In the event of a breach or threatened breach of any of the provisions of this Terms of Use by User or any employee or representative of User, DARWIIN and its provider of data shall be entitled to preliminary and permanent injunctive relief to enforce the provisions hereof, but nothing herein shall preclude DARWIIN and its provider of data from pursuing any action or other remedy for any breach or threatened breach of this Terms of Use, all of which shall be cumulative. In the event that DARWIIN or its provider of data prevails in any such action, DARWIIN or its provider of data shall be entitled to recover from User reasonable attorneys’ fees incurred connection therewith.

  • Article 13 (No Warranty and Exclusion of Liability)
    1. Neither DARWIIN nor its provider of data shall provide any warranty as to the credibility, accuracy, completeness, recentness, exhaustiveness, or timeliness of any industry and company information provided on the Service, nor shall DARWIIN provide any warranty with respect to any information relating to the Service obtained by User directly or indirectly from DARWIIN.
    2. Neither DARWIIN nor its provider of data shall be liable for any damages or compensation for loss, damage or expenses caused to or incurred by User in connection with the Service or in connection with any suspension or discontinuance of, inability to use, or change to the Service (including both regular damages and special damages).
    3. Even in cases where DARWIIN is held liable for whatever reason, the extent to which DARWIIN shall compensate for any loss shall not exceed the amount paid for the Service by User within the past one (1) year. In addition, DARWIIN shall not be liable for any indirect, special, secondary, future or passive damages.
    4. DARWIIN shall not be liable for any transactions or disputes that occur between User and other Users or between User and third parties.
  • Article 14 (Use of Label)
  • User shall consent to DARWIIN using User’s name etc. to show track record for the implementation of the Service, limited for the purpose of sales and marketing.

  • Article 15 (Assignment of this Terms of Use)
    1. User shall not, without the prior written consent of DARWIIN, assign, transfer, or provide as security to a third party the status of User or any rights or obligations of User under this Terms of Use.
    2. In cases where DARWIIN has assigned the business of the Service to a separate company, DARWIIN may assign to that company all rights and obligations under this Terms of Use and any registered matters of User and any other customer information, and User hereby consents to such assignment in advance. Assignment of the business includes not only regular assignment but also assignment due to merger, company spin-off and any other form of change in business.
  • Article 16 (Governing Law and Jurisdiction)
    1. This Terms of Use shall be governed by and construed in accordance with the laws of Singapore.
    2. 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 in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
  • Article 17 (Severability)
  • If any provision of this Terms of Use or any part thereof is held to be invalid or unenforceable, the remainder of this Terms of Use shall remain in full force and shall in no way be impaired.