Terms and Condition
1. INTERPRETATION
(1.1) The following definitions and rules of interpretation apply in this Agreement.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Singapore are open for business.
Confidential Information: all confidential information (however recorded or preserved) disclosed or made available, directly or indirectly, by the Disclosing Party or its employees, officers, representatives, or advisers to the Recipient and its Representatives including but not limited to:
(a) the fact that discussions and negotiations are taking place concerning the
Purpose and the status of those discussions and negotiations;
(b) the existence and terms of this agreement;
(c) any information that would be regarded as confidential by a reasonable business
person relating to:
(i) the business, affairs, customers, clients, suppliers, plans, intentions, or
market opportunities of the Disclosing Party; and
(ii) the operations, processes, product information, know-how, designs, trade
secrets or software of the Disclosing Party;
(d) any information or analysis derived from Confidential Information;
(e) but not including any information that:
(i) is or becomes generally available to the public other than as a result of its
disclosure by the Recipient or its Representatives in breach of this
Agreement (except that any compilation of otherwise public information
in a form not publicly known shall nevertheless be treated as Confidential
Information); or
(ii) was lawfully in the possession of the Recipient before the information was
disclosed to it by the Disclosing Party as evidenced by written records; or
(iii) the Parties agree in writing is not confidential or may be disclosed
Group: in relation to a company, that company, each and any subsidiary or holding
company from time to time of that company, and each and every subsidiary from time
to time of a holding company of that company; "holding company" and "subsidiary"
should have the same meanings as they are respectively defined in Sections 5 and 6
of the Companies Act (Cap 50).
Purpose: ___________________________________________________
Representative: employees, directors, agents, officers, advisers, and other
representatives of the Recipient.
1.2) Clause and paragraph headings shall not affect the interpretation of this Agreement.
1.3) Unless the context otherwise requires, words in the singular shall include the plural, and in the plural shall include the singular.
1.4) A reference to writing or written includes fax and e-mail.
1.5) Any words following the terms including, include, in particular, for example, or any
similar expression shall be construed as illustrative and shall not limit the sense of the
words, description, definition, phrase or term preceding those terms.
1.6) Unless the context otherwise requires, a reference to one gender shall include a
reference to the other genders.
2. OBLIGATIONS OF CONFIDENTIALITY
2.1) The Recipient shall keep the Disclosing Party's Confidential Information confidential
and, except with the prior written consent of the Disclosing Party, shall:
(a) not use or exploit the Confidential Information in any way except for the
Purpose;
(b) not disclose or make available the Confidential Information in whole or in part
to any third party, except as expressly permitted by this Agreement;
(c) not copy, reduce to writing or otherwise record the Confidential Information
except as strictly necessary for the Purpose (and any such copies, reductions to
writing and records shall be the property of the Disclosing Party);
(d) not use, reproduce, transform, or store the Confidential Information in an
externally accessible computer or electronic information retrieval system or
transmit it in any form or by any means whatsoever outside of its usual place of
business;
(e) keep separate the Confidential Information from all documents and other
records of the Recipient;
(f) apply the same security measures and degree of care to the Confidential
Information as the Recipient applies to its own confidential information, which
the Recipient warrants as providing adequate protection from unauthorised
disclosure, copying or use;
(g) keep a written record of: any document or other Confidential Information
received from the other in tangible form; any copy made of the Confidential
Information; and
(h) ensure that any document or other records containing Confidential Information
shall be kept at its premises and shall not remove or allow to be removed such
document or records from its premises.
2.2) The Recipient may disclose the Disclosing Party's Confidential Information to those of
its Representatives who need to know this Confidential Information for the Purpose,
provided that:
(a) it informs its Representatives of the confidential nature of the Confidential
Information before disclosure;
(b) it procures that its Representatives shall, in relation to any Confidential
Information disclosed to them, comply with this Agreement as if they were the
Recipient and, if the Disclosing Party so requests, procure that any relevant
Representative enters into a confidentiality agreement with the Disclosing Party
on terms equivalent to those contained in this Agreement; and
(c) it keeps a written record of these Representatives,
and it shall at all times be liable for the failure of any Representative to comply
with the terms of this Agreement.
2.3) The Recipient may disclose Confidential Information only to the extent required by
law, by any governmental or other regulatory authority or by a court or other
authority of competent jurisdiction provided that, to the extent it is legally permitted
to do so, it gives the Disclosing Party as much notice of such disclosure as possible and,
where notice of disclosure is not prohibited and is given in accordance with this Clause
2.3, it takes into account the reasonable requests of the Disclosing Party in relation to
the content of such disclosure.
2.4) The Recipient shall establish and maintain adequate security measures (including any
reasonable security measures proposed by the Disclosing Party from time to time) to
safeguard the Confidential Information from unauthorised access or use.
2.5) No Party shall make, or permit any person to make, any public announcement
concerning this Agreement, the Purpose or its prospective interest in the Purpose
without the prior written consent of the other Party (such consent not to be
unreasonably withheld or delayed) except as required by law or any governmental or
regulatory authority (including, without limitation, any relevant securities exchange)
or by any court or other authority of competent jurisdiction. No Party shall make use
of the other Party's name or any information acquired through its dealings with the
other Party for publicity or marketing purposes without the prior written consent of
the other Party.
3. RETURN OF INFORMATION
3.1) At the request of the Disclosing Party, the Recipient shall:
(a) destroy or return to the Disclosing Party all documents and materials (and any
copies) containing, reflecting, incorporating, or based on the Disclosing Party's
Confidential Information;
(b) erase all the Disclosing Party's Confidential Information from its computer
systems or which is stored in electronic form (to the extent possible); and
(c) certify in writing to the Disclosing Party that it has complied with the
requirements of this clause, provided that a Recipient may retain documents and
materials containing, reflecting, incorporating, or based on the Disclosing Party's
Confidential Information to the extent required by law or any applicable
governmental or regulatory authority and to the extent reasonable to permit the
Recipient to keep evidence that it has performed its obligations under this
Agreement. The provisions of this Agreement shall continue to apply to any
documents and materials retained by the Recipient.
3.2) If the Recipient develops or uses a product or a process which, in the reasonable
opinion of the Disclosing Party, might have involved the use of any of the Disclosing
Party's Confidential Information, the Recipient shall, at the request of the Disclosing
Party, supply to the Disclosing Party information reasonably necessary to establish
that the Disclosing Party's Confidential Information has not been used or disclosed.
4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT
4.1) The Disclosing Party reserves all rights in its Confidential Information. No rights in
respect of the Disclosing Party's Confidential Information are granted to the Recipient
and no obligations are imposed on the Disclosing Party other than those expressly
stated in this Agreement. In particular, nothing in this Agreement shall be construed
or implied as obliging the Disclosing Party to disclose any specific type of information
under this Agreement, whether Confidential Information or not.
4.2) Except as expressly stated in this Agreement, the Disclosing Party does not make any
express or implied warranty or representation concerning its Confidential
Information, or the accuracy or completeness of the Confidential Information.
4.3) The disclosure of Confidential Information by the Disclosing Party shall not form any
offer by, or representation or warranty on the part of, the Disclosing Party to enter
into any further agreement.
5. WARRANTY AND INDEMNITY
The Recipient shall indemnify and keep fully indemnified the Disclosing Party and its Group at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other costs and expenses suffered or incurred by the Disclosing Party and/or its Group) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative.
6. TERM AND TERMINATION
6.1) If either Party decides not to become or continue to be involved in the Purpose with the other Party it shall notify the other Party in writing immediately. The obligations of each Party shall, notwithstanding any earlier termination of negotiations or discussions between the Parties in relation to the Purpose, continue for a period of 8 years from the termination of this Agreement and survive termination of such negotiations or discussions and/or this Agreement and shall be binding upon their respective successors and assignees. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either Party is entitled.
7. ENTIRE AGREEMENT
7.1) This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
7.2) Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
8. VARIATION
No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
9. WAIVER
9.1) A waiver of any right or remedy under this Agreement or by law is only effective if
given in writing and shall not be deemed a waiver of any subsequent breach or default.
9.2) A failure or delay by a Party to exercise any right or remedy provided under this
Agreement or by law shall not constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict any further exercise of that or any other right or remedy.
No single or partial exercise of any right or remedy provided under this Agreement or
by law shall prevent or restrict the further exercise of that or any other right or
remedy.
9.3) A Party that waives a right or remedy provided under this Agreement or by law in
relation to one Party, or takes or fails to take any action against that Party, does not
affect its rights in relation to any other Party.
10. ASSIGNMENT AND OTHER DEALINGS
This Agreement is personal to the Parties and neither Party shall without the prior written consent of the other Party assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
11. NOTICES
11.1) All notices required or permitted by this Agreement shall be in writing and in the English language and shall be sent to the recipient at its address set out above, or as otherwise directed by the recipient by notice given in accordance with this clause.
11.2) Notices shall be delivered by hand or sent by registered post, courier or by facsimile or by email. If delivered by hand or sent by courier, notice will be deemed given on the date of receipt, if sent by facsimile, on the date of transmission, and if sent by registered post, five (5) days after being posted.
12. NO PARTNERSHIP OR AGENCY
12.1) Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
12.2) Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
13. THIRD PARTY RIGHTS
13.1) Except as provided in this Clause 13., this agreement is made for the benefit of the
parties to it and their successors and permitted assigns and is not intended to benefit,
or be enforceable by, anyone else.
13.2) This agreement is made for the benefit of the Disclosing Party and its Group from time
to time, and any entity in the Disclosing Party's Group may enforce this agreement as
if they were the Disclosing Party and a party to this agreement.
14. INADEQUACY OF DAMAGES
The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.
15. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
16. GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Singapore
17. DISPUTE RESOLUTION
17.1) Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.
17.2) The seat of the arbitration shall be Singapore. The language of the arbitration shall be
English.
17.3) The Parties further agree that following the commencement of arbitration, they will
attempt to resolve their dispute through mediation at the Singapore International
Mediation Centre ("SIMC"), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol
for the time being in force. Any settlement reached in the course of the mediation
shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent
award on agreed terms.
All disputes, controversies, or differences (the "Dispute") arising out of or in
connection with this Agreement, including any questions regarding its existence,
validity, or termination shall first be referred to mediation in Singapore, in accordance
with the Law Society Mediation Rules for the time being in force. If the Dispute cannot
be resolved in mediation, the Parties shall refer the Dispute to arbitration in Singapore
in accordance with the Law Society Arbitration Scheme and the rules thereunder for
the time being in force.
The courts of the Republic of Singapore shall have exclusive jurisdiction to deal with
any dispute arising out of or in connection with this Agreement, including any question
regarding its existence, validity, or termination.
18.DEFINITIONS
The Definitions used in our Terms of Service or End User License Agreement apply to this Privacy Policy. “Personal Identifiable Information” can be defined as follows:
Personal Identifiable Information means information about an identifiable individual who can be directly or indirectly identified, which does not include information of an aggregate or anonymous nature where a specific individual or individuals cannot be identified.
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Information about a corporation, firm, trust, union or other non-individual entity is not Personal Information.
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Data and information provided or created by our customers in the course of using our products or services (“Customer Data”) remains the property of our customers and is not used or disclosed by us except as reasonably required to provide our products or services, or as otherwise set out in this Policy
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19.COMMUNICATING WITH US
We offer two specific communication methods that are designed to maintain your anonymity in the course of your interaction with Us.
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The communication method is via anonymous email. Upon opening your account, We will ask you to register an email address that will be linked to your Ethan.ai account. We encourage you to set up an email address which contains no information from which your personal identity may be inferred, for the sole use of Ethan.ai. If required, We can guide you on the setup of such an email address.
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Aside from the above, you may still communicate with Us via any email address that you regularly use. In such cases, We may receive information that discloses or could be used to establish your identity. We will, however, respect the confidentiality of such information (as with any other information that We receive from you) and will only use and/or retain the information strictly in accordance with Our usage policy (see Use of Your Data and Information below).
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20.USE OF YOUR DATA AND INFORMATION
Personal Financial Data: We use the financial account statements and other financial data that you provide to Us or authorize Us to have access (collectively, your “Personal Financial Data”), in order to deliver the Ethan.ai service, you have subscribed to. We will maintain such data as strictly confidential and will not sell, lease or distribute the same to any third party (other than certain trusted third party service providers involved in the operations of Our business and performing services on Our behalf, with restricted access to customer data and information, on a need-to-know basis only, and in compliance with this Privacy Policy) without your documented approval, unless We are required or requested to do so by law or any regulatory authority for the jurisdiction that We operate in. For the avoidance of doubt, Personal Financial Data for this purpose does not include information that is aggregated with similar data from other users to produce Meta Data as described below or is otherwise no longer identifiable to any specific Ethan.ai user.
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Meta data: We may derive and create data and information about the use of the Services by our customers (“Use Data”) which may be disclosed to third party service providers in order to improve our Services.
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We may derive anonymous data from Customer Data or Use Data and eliminate Personal Information from such Customer Data and Use Data so that such derived data cannot be used to identify a customer or its individual users (“Anonymous Data”);
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We may then combine Anonymous Data with similar anonymous data from other customers or users derive Aggregate Data and then license or sell such Aggregate Data. “Aggregate Data” shall mean anonymous data combined from various sources which cannot be used to identify any customer or user.
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We may also derive Anonymous Data for the purposes of creating statistics and analytics data, which will be used by Ethan.ai for its own business purposes, including maintaining and improving the Services.
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Personally Identifiable Information: As stated earlier, should you voluntarily provide Us with any of your PII, We treat such information with strict confidentiality. We will not sell, lease, or distribute the same to any third party without your documented approval, unless We are required or requested to do so by law or any regulatory authority for the jurisdiction that We operate in. Such data will be used solely to facilitate communication, and processing of internal administrative and record keeping.
21.KEEPING YOUR DATA AND INFORMATION SAFE
What We do
We may collect and use Personal Information without consent in circumstances that include but are not limited to the following
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a) Where a reasonable person would consider that the collection of the information is clearly in the interests of the individual and consent of the individual cannot be obtained in a timely way, or the individual would not reasonably be expected to withhold consent;
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b) Where the collection of the information is pursuant to a statute or regulation that authorizes or requires the collection;
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c) Where the collection of the information is from a public body and that public body is authorized or required by an enactment of applicable law to disclose the Personal Information to Ethan.ai;
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d) Where the collection of the information is reasonable for the purposes of an investigation or a legal proceeding;
e) Where the information is publicly available;
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f) Where the collection of the information is necessary in order to collect a debt owed to Ethan.ai or for Ethan.ai to repay to an individual money owed by Ethan.ai;
g) In addition to the above, the law generally provides that an individual is deemed to consent to the collection, use or disclosure of Personal Information about that individual for a particular purpose if the individual voluntarily provides the information for that purpose, and it is reasonable that a person would voluntarily provide that information. If an individual provides Personal Information to us voluntarily, we will rely on deemed consent and consider that the individual consents to our collection, use or disclosure of their Personal Information as necessary to carry out the purposes for which they provided the information;
h) Where a new purpose for the use or disclosure of Personal Information previously collected arises, Ethan.ai will contact the individual in question to obtain any required consent or to provide any required notification for use and/or disclosure for such new purpose or purposes;
i) Where practical, Ethan.ai will try to collect Personal Information directly from the individual. Where necessary, Ethan.ai will collect Personal Information from other sources. When Ethan.ai collects Personal Information about individuals directly from them, except when their consent to the collection is deemed or has otherwise been previously and lawfully obtained, or is not required, we will tell them the purpose for which the information is collected, and, if reasonable to do so, the name of a person who can answer questions about the collection;
j) Ethan.ai will in all cases use Personal Information only as permitted or required by applicable law
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What you should and should not do
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You should ensure that your username, password, and if applicable, two factor authentication device required to access the Service is kept secure and confidential at all times and make every reasonable effort to prevent unauthorized third parties from accessing the Service using your user ID, password, and if applicable, two factor authentication device. In public areas, you should exercise caution and not leave your computer unattended whilst logged into your account. You should also avoid using public computer terminals to access your Ethan.ai account, unless you can adequately verify that the terminal is free from spyware and that you can erase all of your information upon exiting the terminal. We will not be liable for any loss or damage arising from unauthorized access to your account due to any failure to comply with these precautions.
22.OTHER DATA
Ethan.ai may record certain non-personal information such as Website usage and browsing activity, data displayed or clicked on (such as UI elements), and others (such as IP address, cookie ID, and referrer URL). Along with cookies, Ethan.ai may also use third-party tracking technology, such as Google Analytics, to record similar information regarding you and your activity on the Ethan.ai Website. We may grant access to your data and information to certain trusted third-party services providers that We work with, but only to perform the service on Our behalf with restricted access to customer data and information on a need-to-know basis only, and in compliance with this Privacy Policy.
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23.DATA RETENTION
We will delete your original Personal Financial Data within a reasonable time after the relevant financial information has been extracted and processed into Our database for the purpose of generating reports. We will retain your account information for as long as you use Ethan.ai or retain in ccordance with applicable law and where we have an ongoing legitimate business need to do so (for example, to provide you with a Service you have requested or to comply with applicable legal, tax or accounting requirements). If you decide to stop the service, We will delete all such data within a reasonable time after the termination of the service, subject to retention for purposes of complying with applicable laws, resolving disputes, enforcing the terms of Our agreement with you and protecting Ethan.ai’s intellectual property rights. When we collect, use or disclose Personal Information, we will make reasonable efforts to ensure that it is accurate, up to date, and complete.
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24.THIRD PARTY WEBSITES AND THIRD-PARTY PLATFORMS
a) Please note that our website may contain links to other websites which are provided as a convenience for visitors to our website only, in addition to third party services, applications, and widgets that may be bundled into, included in, or provided in connection with our services.
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b) Any third-party websites, third party services, applications and widgets will have their own privacy policies and practices, and we cannot be responsible for such third parties, their websites, services, applications, widgets, or their privacy practices. Where “Third Party Services” (as defined in our Terms & Conditions) are provided or made available to you, you consent to your name, email address and any other reasonably required information being sent to the applicable third party to enable such third party to make its Third Party Services available or to provide you with its Third Party Services as required or requested by you, and to authenticate or validate you as a customer of Ethan.ai that is entitled to such Third Party Service.
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25.AMENDMENT
By using Ethan.ai, you agree to the terms of this Privacy Policy. We may revise the terms of this Privacy Policy from time to time and will always present the most up-to-date version on Our Website. It is your responsibility to periodically review and keep yourself appraised of the latest terms but, if any revision meaningfully affects your rights, We will take reasonable steps to notify you of such changes. You can see when this Policy was last updated by checking the “last updated” date displayed at the top of this Policy.
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Please inform Us of any changes to your email address and other communication preferences and We will take steps to update Our records after receiving such notification.
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CONTACT
If you have questions or concerns about this Privacy Policy or about Our use or retention of your PII or Personal Financial Data, please contact Us via email support@ethan-ai.com or any other designated email address provided to you by Us, or through communication with the Designated Partner (if applicable), or via post mail, addressed to ETHAN.AI PRIVATE LIMITED (weekdays 9:00 – 18:00 Singapore time).
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