Last updated February, 2020
This Leadbook Subscription Agreement (the Agreement) includes the terms and definitions set out below.
Leadbook is the owner of technology which aggregates data across multiple sources. Leadbook makes this data available to its Subscribers for such Subscriber’s internal business purposes. Subscriber and Leadbook are herein referred to individually as a Party and collectively as the Parties
USE OF THE SITE
AVAILABILITY OF THE SITE
Leadbook shall use commercially 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 Leadbook’s control. Leadbook shall take reasonable steps to minimize such disruption, to the extent it is within Leadbook’s reasonable control. Under no circumstances shall Leadbook be liable to Subscriber for any interruptions, outages, or other system failures that are beyond Leadbook’s control.
REGISTRATION AND PASSWORDS
Subscriber acknowledges and agrees that Leadbook obtains the data from third parties, and that such sources may become temporarily or permanently unavailable
LIMITATIONS ON USE
Subject to the terms and conditions of this Agreement, Leadbook hereby grants to Subscriber a limited, nonexclusive, royalty-free, non-transferable right to a one (1) user seat license to use the Site solely for its internal business purposes. Subscriber shall not (i) provide access to the Site or Data to unauthorized third parties, (ii) publicly publish, copy (except for internal use), duplicate or replicate the data, (iii) scrape any data, data or intellectual property, or otherwise trespass or interfere with Leadbook’s site, service or systems; or (iv) sublicense, distribute or transfer the Data Service or underlying 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 in Section 6, you agree not to otherwise download, store, reproduce, republish, transmit, display, distribute or take screen shots of any portion of the Data or Site. You further agree not to (a) sell, rent, lease, loan, transfer, sublicense or otherwise make available or permit access to the Data or Site to any third party; (b) modify, decompile, disassemble or reverse engineer any portion of the Data or Site; (b) 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; (c) violate the security of the Site or attempt to gain unauthorized access to the Site, Data or Leadbook’s computer systems or networks connected to any server associated with Leadbook, through hacking, password mining or any other means; (d) use the Site or Data retrieved from the Site in any manner that infringes or violates the rights of Leadbook or any third party; (e) export or re-export the Site or any portion thereof or the Data in violation of the export control laws and regulations of the Singapore; and (f) use the Site or Data in any manner that is unlawful or harms Leadbook, 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 Leadbook, you may (a) incorporate limited data derived from the Data into presentations and reports for use solely in connection with your internal business operations; and (b) using the functionality of the Site, download and store company and contact data as your purchased credits allow; (c) you may 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 Leadbook’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 Leadbook (“Source: Leadbook Pte. Ltd. “).
Confidential Information shall mean and include all of the confidential and proprietary information and all other information, not in the public domain. All information disclosed or revealed by a Party hereunder orally, electronically, in writing or in any other tangible form, shall be deemed to be Confidential Information if (i) it has been marked confidential; (ii) the other Party has been placed on notice, orally or in writing, of its confidential nature; or (iii) due to its character or nature, a reasonable person under similar circumstances would treat such information as confidential.
PROTECTION OF CONFIDENTIAL INFORMATION
The receiving Party will protect the disclosing Party’s Confidential Information from unauthorized dissemination and use with the same degree of care that such receiving Party uses to protect its own non-public and confidential information, but in no event less than a commercially reasonable degree of care. The receiving Party will not use the disclosing Party’s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. The receiving Party will not disclose to third parties the disclosing Party’s Confidential Information without prior written consent of the disclosing Party.
Information shall not be considered Confidential Information to the extent, but only to the extent, that the receiving Party can document that such information (i) is or becomes generally known or available to the public through no fault of the receiving Party, (ii) was in the receiving Party’s possession before receipt from the disclosing Party under this Agreement or any prior agreement or understanding between or among the Parties, or (iii) is lawfully obtained from a third party who has the right to make such disclosure.
DISCLOSURE OF CONFIDENTIAL INFORMATION
These provisions shall not prevent the receiving Party from disclosing Confidential Information where it is required to do so by law or by a binding court order save that, to the extent legally permissible, it shall notify the disclosing Party of such disclosure and allow the disclosing Party a reasonable opportunity to object to such disclosure
In consideration for the license granted by Leadbook, Subscriber agrees to pay to Leadbook the subscription fee of the Subscription selected by Subscriber on Leadbook’s website or separate written order form, as applicable, in accordance with the Subscription.
The payments to Leadbook shall be made as set forth in the Subscription. Subscriber shall be responsible for and pay 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. Leadbook 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
Leadbook 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 Leadbook 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 user, Leadbook will notify subscribers at least 14 days in advance of renewal date, and user will have the option of not renewing. Leadbook may or may not notify users of pricing changes that advantage the subscriber.
RESERVATION OF RIGHTS
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 DATA SERVICE IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS FROM LEADBOOK. ANY INFORMATION OBTAINED THROUGH THE USE OF THE DATA 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. Leadbook 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 YOU. LEADBOOK 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, LEADBOOK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NONINFRINGMENT. SUBSCRIBER ASSUMES THE ENTIRE RISK OF SELECTION AND USE OF INFORMATION PROVIDED THROUGH THE DATA SERVICE. WITHOUT LIMITING THE FOREGOING, LEADBOOK 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 LEADBOOK SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATION OF LIABILITY
Leadbook 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 web sites (“Linked Sites”). The Linked Sites are not under the control of Leadbook and Leadbook 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. Leadbook is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Leadbook of the site or any association with its operators.
REMEDIES FOR VIOLATIONS
RESTRICTIONS ON USE OF OUTPUT DATA
You agree not to use the Service or Output Data in certain ways. You agree not to use the Service or Output Data to: (i) use the Output Data to advertise or promote any goods or services (or send any other communications) that are illegal in the place offered or consumers, (ii) use the advertise or promote adult service (such as pornography or escort services), tobacco products, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (iii) defraud, deceive or mislead anyone; (iv) communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (v) promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or (vi) threaten or promote violence.
DISPUTE RESOLUTION PROCEDURE
Upon the occurrence of a dispute between the Parties, including, without limitation, any breach of this Agreement or any obligation relating thereto, the matter shall be referred to the chief executive officers of each Party, or their designees. The chief executive officers, or their designees, as the case may be, shall negotiate in good faith to resolve such dispute in a mutually satisfactory manner for up to 30 additional days, or such longer period of time to which the chief executive officers or their designees may agree. In the event that good faith negotiation fails to resolve the matter, such matter shall be settled by arbitration. The award of the arbitrator shall be final, non-appealable and binding upon the Parties hereto and their respective successors and permitted assigns.
GOVERNING LAW AND VENUE
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.
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.
ACCEPTANCE OF UPDATED TERMS
These terms are subject to change and may, on occasion be, updated. Leadbook may notify users via e-mail or via notification on the platform each time there is an update. After these terms of have been updated, you may be required to accept the new terms before continuing to use the service. Leadbook may require you to read the new terms and click an “Accept” button during your first login after updated terms are in place.