Terms of Use

Finquest, Inc.(“Finquest”, “we”, “our” or “us”) offer services designed for investment and merger & acquisition professionals (“Investors”) seeking to identify and connect with potential investment or acquisition opportunities (“Targets”) (the “Service”).

The Service is limited to facilitating the identification of, and introductions between, Investors and Targets. Finquest is not involved in any transaction which may occur between the Investors and the Targets, and does not render any investment, financial, or legal advice in connection therewith or perform business due diligence.

These Terms of Use (“Terms”) are applicable to the Service.

The following documents make up the “Agreement” (in order of priority in case of any conflict) between Finquest and you:

1. the Sign-up Form (and any schedules attached thereto);
2. these Terms; and
3. our Privacy Policy (to the extent applicable),

all other terms and conditions, unless expressly agreed to in advance and in writing by Finquest, shall be excluded to the extent permitted by law.

Capitalized terms not otherwise defined in these Terms shall have the meanings given in the Sign-up Form.

This Agreement is effective as of the Commencement Date set forth in the Sign-up Form.

1. USE OF SERVICE

 

1.1 By using the Service, you agree as follows:

• that you will use your own judgment before making any decision to invest or to accept an investment, and you are aware of the nature of the risks involved;
• that you do not expect Finquest to, and understand that Finquest does not, evaluate, confirm, verify, endorse, or otherwise conduct its own independent due diligence on any deal, transaction, or investment opportunity, Investor, Advisor or Issuer;
• that you are solely responsible for complying with any applicable law and regulations regarding any deal, transaction, or investment;
• that the Service (including any information provided pursuant to your use thereof) is provided for general information purposes only and it is not intended to provide or amount to advice on which you may rely. You will obtain such professional advice as is appropriate to protect your interests, including legal, accounting, tax, and other advice before taking, or refraining from taking, any action on the basis of the Service; and
• that you will inform Finquest should you close a deal, transaction, or investment with a counterparty introduced by Finquest.

1.2 Subject to Section 3.1, 3.2 and 3.3, you hereby agree, understand and accept the following:

• you are solely responsible for (and that we have no responsibility to you or to any third party for) any data or information that you provide to us in connection with the Service and for the consequences of your actions (including any loss or damage which we may suffer) by doing so;
• your use of the Service is entirely at your own risk, and we are not liable for any loss, expense, damage, or delay arising from or in connection with your use of the Service;
• we shall not be responsible for any disputes, demands, claims, actions, proceedings, judgments, orders, decrees, damages, costs, losses, and expenses of any nature whatsoever arising out of or in connection with any deal, transaction or investment opportunity which you have entered into with an Investor, Advisor or Issuer (as applicable) which was introduced to you through the Service;
• you are required to use your own judgment, caution, and common sense in evaluating the information provided as part of the Services and any information provided by us or any third party; and
• you shall be wholly responsible for the acts of your officers, directors, employees, agents, subsidiaries, and affiliates who have been authorized and given access to use the Service for and on your behalf.

2. NO WARRANTY

2.1 We do not warrant the correctness, accuracy, adequacy, completeness, timeliness, or validity of the Service. No warranty of any kind, implied, express or statutory, including but not limited to the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality and/or fitness for a particular purpose, is given in conjunction with the Service. You assume full responsibility and risk for your use of the Service.

2.2 We do not make any representation or warranty, express or implied, with respect to any third party information or data provided to Finquest, or its transmission, timeliness, accuracy or completeness. Subject to Section 3.2, Finquest will not be liable in any way to you or to any third party for any inaccuracy, error, or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising thereof. You further specifically acknowledge that, subject to Section 3.2, Finquest or any of its officers, directors, employees, agents, subsidiaries and affiliates are not liable, and you agree not to hold the aforementioned parties liable, for the conduct of third parties and that the risk of the Service and the external sites and of injury, damage or loss from the foregoing rests entirely with you.

2.3 We make no warranty that the Service will meet your requirements. Except as expressly provided herein, no advice or information, whether oral or written, obtained from Finquest or through the Service, will create any warranty. Except as represented herein, all advice or information is provided on an “As-Is” and “As-Available” basis.

2.4 To the fullest extent permitted by law, subject to Section 3.2, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to the use of, or inability to use, the Service under any cause or action whatsoever of any jurisdiction, including without limitation, actions for breach of warranty, breach of contract or tort, strict liability, negligence or any other legal or equitable principle and that Finquest and each of its officers, directors, employees, agents, subsidiaries and affiliates shall not be liable for any indirect, incidental, special, exemplary. consequential, reliance, or punitive losses or damages in any way whatsoever, including without limitation, any loss of profits, loss of data, cost of procurement of substitute goods or services arising out of, or the inability to use, the Service.

3. LIMITATION OF LIABILITY

3.1 Subject to Section 3.2, we shall in no event be liable under the Agreement for any loss or damages (whether direct or indirect) arising from or in connection with:

• any acts or omissions of any Issuer, Advisor, or Investor;
• any content or material provided via the Services, including but not limited to any incorrectness, inaccuracy, inadequacy, incompleteness, or invalidity thereof;
• any, authorized or unauthorized, access, use or the inability to access or use the Services, or reliance on the materials and/or any information provided via the Services; and
• any system, server or connection failure, error, omission, interruption, delay in transmission, or computer virus.
  • Nothing in this Agreement shall limit any liability which cannot be legally limited including, but not limited to, death or personal injury, fraud, or fraudulent misrepresentation.
  • Finquest’s, (including each of its officers, directors, employees, agents, subsidiaries, and affiliates), aggregate liability to you under or in connection with the Agreement shall not exceed 100% of the Fee or Option Fee paid by you for the Service, of which the applicable loss or damage is connected to or which gave rise to the applicable cause of action,

3.4 This Section 3 shall take effect to the fullest extent permitted by the applicable law.

4. RELEASE

4.1 Subject to Section 3.2, you hereby release any claims which you have, or may have, against Finquest or any of its officers, directors, employees, agents, subsidiaries, and affiliates that are in any way related to the Service, or your use of the content offered through the Service, including any recommendations or referrals you may receive through our Service.

4.2 You agree that this provision shall survive any termination of the Service.

5. TERMINATION

5.1 This Agreement shall be effective as of the Commencement Date and shall continue in effect for the Term. Without affecting any other right or remedy available to it, we reserve the right to restrict, suspend, or terminate your access to our Service or the Agreement (and our relationship with you) at any time if:

• you commit a material breach of any term of this Agreement and you fail to remedy such breach within thirty (30) days after we notify you of the said breach;
• you fail to pay any amount due under this Agreement by its due date for payment;
• you suffer an insolvency event, meaning an event where a person (i) is deemed to be or states in writing that it is insolvent, (ii) is subject to any types of insolvency or collective judicial or administrative proceedings, including interim proceedings, in which its assets are subject to control or supervision by any court or other governmental entity for purposes of dissolving, liquidating or reorganizing that person or its assets, (iii) suspends or declares in writing its intention to suspend payments to creditors generally or any class thereof, or suspends or ceases all or substantially all of its business, or (iv) takes steps, or is subject to actions, analogous to the items specified in (i) to (iii) above;
• a Force Majeure Event occurs in accordance with Section 6; or
• you breach your confidentiality obligations under Section 9.

5.2 You agree that Finquest shall not be liable to you or any third party for any losses or damages that may result from such suspension, restriction, or termination of the Services.

6. FORCE MAJEURE

Save as is otherwise specifically provided in these Terms, neither Finquest nor you shall be liable for failures or delays in performing its obligations hereunder arising from any cause beyond its control, including without limitation, acts of God or nature, acts of civil or military authority, fires, strikes, lockouts or labor disputes, epidemics, governmental restrictions, wars, terrorism, riots or other acts of civil disorder, earthquakes, hurricanes. storms, typhoons, floods, embargoes, epidemic or pandemic, and breakdowns in electronic and computer information and communications systems and in the event of any such delay, the time for all parties’ performance shall be extended for a period equal to the time lost by reason of the delay which shall be remedied with all due despatch in the circumstances.

7. ANNOUNCEMENTS

Subject to your prior written approval, Finquest shall be entitled to give a press release or make any announcement concerning (i) your use of our Services and (ii) any investment, deal, transaction, or acquisition undertaken by you through our Services with your prior written approval. In connection with the aforesaid, you shall inform us of any deal, transaction, investment, or acquisition arising out of our Services.

8. RIGHTS TO YOUR INTELLECTUAL PROPERTY

 

You hereby grant to us a perpetual, worldwide, transferrable, and assignable license to (i) display any of your trademarks on our website and (ii) to display any of your trademarks on any advertising or promotional material created by Finquest for marketing the Service including, without limitation, marketing literature and press releases.

9. CONFIDENTIALITY

 

• For the purpose of this Agreement, “Confidential Information” means all confidential, non-public, or proprietary information, trade secret, knowledge, or data concerning the disclosing party including, but not limited to, that which relates to: (i) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; (ii) the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the disclosing party; (iii) any information, findings, data or analysis derived from Confidential Information; and (iv) any other information that is identified as being of a confidential or proprietary nature but excludes all information set out in Section 9.4.
• The parties each undertake to keep confidential and not to disclose to any third party any Confidential Information in any form directly or indirectly belonging or relating to the other party. The parties agree to maintain the Confidential Information in confidence and will protect the secrecy of and avoid the disclosure and unauthorized use of the Confidential Information using at lease those measures that it takes to protect its own most highly confidential information.
• Notwithstanding Section 9.1 above, each party may disclose any other party’s Confidential Information to its parent, corporate affiliates and subsidiaries, partners, directors, employees, officers, agents, , professional advisors (including, without limitation, attorneys, accountants, bankers, and financial advisors), and sub-contractors (collectively “Representatives”) who need to know such information for the purposes of carrying out that party’s obligations under this Agreement. Each party shall ensure and procure that its Representatives to whom it discloses the other party’s Confidential Information comply with the provisions of this Section 9. The receiving party shall be responsible for any breach of this Section 9 by its Representatives.
• The obligations set out in this Section 9 shall survive the expiry or termination of this Agreement for any reason, but shall not apply to any Confidential Information which:

• is publicly known at the time of disclosure to the receiving party; or
• becomes publicly known other than as a result of any action or inaction by the receiving party or any of its Representatives; or
• was or becomes available to the receiving party from a source other than the disclosing party or its Representatives, provided that such source is not bound by a confidentiality agreement with the disclosing party in respect thereof or was not otherwise under an obligation of confidentiality with the disclosing party; or
• was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, as can be demonstrated by the receiving party’s files and records in existence prior to such date, provided that the source of such information was not bound by a confidentiality agreement with the disclosing party in respect thereof or otherwise under an obligation of confidentiality with disclosing party; or
• was independently developed by the receiving party or its Representatives without reference to the Confidential Information of the disclosing party, as shown by documents and other competent evidence in the receiving party’s possession; or
• is approved in writing for release by the disclosing party; or
• is requested or required by any applicable law, regulation, or legal, regulatory, or judicial process (including by deposition, interrogatory, requests for information or documents in a legal proceeding, subpoena, civil investigative demand or other similar process)to be disclosed by the receiving party, provided that, where legally permissible, the receiving party shall provide the disclosing party with notice as soon as practicable of any such request or requirement. The receiving party agrees to cooperate with the disclosing party, at the disclosing party’s request and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorder the Confidential Information being disclosed. If in the opinion of its legal counsel, the receiving party or the receiving party’s Representatives are compelled by law, regulation or legal, regulatory, or judicial process to disclose such Confidential Information, receiving party may, without liability hereunder, disclose only that portion of such Confidential Information which its counsel advises it is legally required to be disclosed.
  • No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

10. DATA PROTECTION

 

• In this clause, “Personal Data”, “Data Controller”, “Data Processor”, “Processing”, “Personal Data Breach” and “Data Subject(s)” shall have the meanings given under the Data Protection Legislation.
• For the purpose of this Agreement, “Data Protection Legislation” means any applicable laws, rules, regulations, regulatory guidance, self-regulatory guidelines, industry standards, implementing legislation, or third-party terms relating to privacy, security, data protection, including but not limited to, as applicable the: (i) UK Data Protection Act 2018 and the GDPR as it forms part of UK law by virtue of section 3 of the European (Withdrawal) Act 2018; and (ii) Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC; and (iii) EU e-Privacy Directive (Directive 2002/58/EC); in each case as may be amended, superseded or replaced from time to time.
• Each party warrants and undertakes in respect of all Personal Data that it supplies, forwards or otherwise makes available to the other party for the purpose of or in connection with this Agreement, that it has relied upon one or more lawful conditions for processing such Personal Data pursuant to the Data Protection Legislation.
• Each of the parties acknowledge and agree as follows:

• each party acts as an independent Data Controller in respect of all Personal Data that it supplies, forwards or otherwise makes available to the other party for the purpose of or in connection with this Agreement;
• to maintain all registrations and notifications under the Data Protection Legislation which are required for the performance of its obligations under this Agreement;
• to perform its obligations under this Agreement and process Personal Data in accordance with the Data Protection Legislation and in particular with the data protection principles set out in the Data Protection Legislation;
• to take appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss or destruction of or damage to any such Personal Data. This shall include, without limitation, appropriate encryption of and password protected access to all such Personal Data however stored;
• to restrict access to Personal Data to employees who require access on a need-to-know basis; and
• to retain the Personal Data for no longer than necessary and only for the purpose for which it holds such data.
  • In the event of a Personal Data Breach in relation to Personal Data collected pursuant to this Agreement, the parties shall reasonably co-operate to mitigate the damage to Data Subjects, prevent any further damage or loss of Personal Data and provide assistance to the other party.
  • The provisions of this clause shall survive the expiry or termination of this Agreement howsoever caused.

11. GENERAL

• The Agreement contains the entire agreement between you and Finquest regarding the subject matter of this Agreement and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Finquest with respect to such subject matter. This Agreement cannot be modified without the express prior written consent of both parties.
• If any provision of the Agreement is determined to be invalid or otherwise unenforceable, such provision will be interpreted to fulfil its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will remain in full force and effect.
• The Service are only intended for jurisdictions where its use is legal by the person viewing or otherwise using the Service. You must not access the Service if by reason of your nationality, residence (temporary or permanent) or for any other reason the use of the Service is prohibited or contrary to any law, rule, or regulation.
• Finquest operates and controls the Service from its offices in Singapore. Finquest makes no representation that the Service is appropriate or available in other jurisdictions or countries. The information provided on or through the Service is not intended for distribution or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to any law, rule or regulation which would subject Finquest to any registration or licensing requirement within such jurisdiction or country. Accordingly, persons who choose to use the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, to the extent that such local laws are applicable.
• The Agreement and all claims arising out of or related to the Agreement shall be governed solely by the laws of the State of [State] , including without limitation, applicable federal law, without regard to any conflicts of law principal that would apply the substantive laws of another jurisdiction to the parties rights or duties.
• The courts of [County] [State] shall have exclusive jurisdiction to hear and determine any action or proceeding arising out of or in connection with the Agreement.

• This Agreement may not be assigned by either Party without the prior written consent of the other Party. Except as otherwise provided, this Agreement shall be binding upon and inure to the benefit of the parties’ successors and lawful assigns. Notwithstanding the foregoing, either Party may assign this Agreement together with all rights and obligations under this Agreement, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the Party provides written notice to the other Party of its intent to make such assignment at least thirty (30) days prior to the effective date of such assignment.

• Except as otherwise specifically provided herein, any failure or delay by either you or us to exercise or partially exercise any right, power, privilege, or remedy under the Agreement shall not be deemed a waiver of any such right, power, privilege, or remedy.

Last updated on November 7, 2024.

Finquest Services Limited (“Finquest”, “we”, “our” or “us”) offer services designed for investment and merger & acquisition professionals (“Investors”) seeking to identify and connect with potential investment or acquisition opportunities (“Targets”) (the “Service”).

The Service is limited to facilitating the identification of and introductions between Investors and Targets. Finquest is not involved in any transaction which may occur between the Investors and the Targets, and does not render any investment, financial or legal advice in connection therewith or perform business due diligence.

These Terms of Use (“Terms”) are applicable to the Service.

The following documents make up the “Agreement” (in order of priority in case of any conflict) between Finquest and you:

1. the Sign-up Form (and any schedules attached thereto);
2. these Terms; and
3. our Privacy Policy (to the extent applicable),

all other terms and conditions, unless expressly agreed to in advance and in writing by Finquest, shall be excluded to the extent permitted by law.

Capitalised terms not otherwise defined in these Terms shall have the meanings given in the Sign-up Form.

The Agreement is effective as of the Commencement Date set forth in the Sign-up Form.

1. USE OF SERVICE

 

1.1 By using the Service, you agree as follows:

• that you will use your own judgment before making any decision to invest or to accept an investment, and you are aware of the nature of the risks involved;
• that you do not expect Finquest to, and understand that Finquest does not evaluate, confirm, verify or endorse or otherwise conduct its own independent due diligence on any deal, transaction or investment opportunity, Investor, Advisor or Issuer;
• that you are solely responsible for complying with any applicable law and regulations regarding any deal, transaction or investment;
• that the Service (including any information provided pursuant to your use thereof) is provided for general information purposes only and it is not intended to provide or amount to advice on which you may rely. You will obtain such professional advice as is appropriate to protect your interests, including legal, accounting, tax and other advice before taking, or refraining from taking, any action on the basis of the Service; and
• that you will inform Finquest should you close a deal, transaction or investment with a counterparty introduced by Finquest.

1.2 Subject always to clause 3.1, 3.2 and 3.3, you hereby agree, understand and accept the following:

• you are solely responsible for (and that we have no responsibility to you or to any third party for) any data or information that you provide to us in connection with the Service and for the consequences of your actions (including any loss or damage which we may suffer) by doing so;
• your use of the Service are entirely at your own risk, and therefore we specifically disclaim any liability arising from or in connection with your use of the Service;
• we shall not be responsible for any disputes, demands, claims, actions, proceedings, judgments, orders, decrees, damages, costs, losses and expenses of any nature whatsoever arising out of or in connection with any deal, transaction or investment opportunity which you have entered into with an Investor, Advisor or Issuer (as applicable) which was introduced to you through the Service;
• you are required to use your own judgment, caution, and common sense in evaluating the information provided as part of the Services and any information provided by us or any third party; and
• you shall be wholly responsible for the acts of your officers, directors, employees, agents, subsidiaries and affiliates who have been authorised and given access to use the Service for and on your behalf.

2. NO WARRANTY

2.1 We do not warrant the correctness, accuracy, adequacy, completeness, timeliness or validity of the Service. No warranty of any kind, implied, express or statutory, including but not limited to the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality and/or fitness for a particular purpose, is given in conjunction with the Service. You assume full responsibility and risk for your use of the Service.

2.2 We do not make any representation or warranty, express or implied, with respect to any third party information or data provided to Finquest, or its transmission, timeliness, accuracy or completeness. Subject always to clause 3.2, Finquest will not be liable in any way to you or to any third party for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising thereof. You further specifically acknowledge that, subject always to clause 3.2, Finquest or any of its officers, directors, employees, agents, subsidiaries and affiliates are not liable, and you agree not to hold the aforementioned parties liable, for the conduct of third parties and that the risk of the Service and the external sites and of injury, damage or loss from the foregoing rests entirely with you.

• 3 We make no warranty that the Service will meet your requirements. No advice or information, whether oral or written, obtained from Finquest or through the Service, will create any warranty not expressly made herein. Except as represented herein, all advice or information is provided on an “As-Is” and “As-Available” basis.

2.4 To the fullest extent permitted by law, subject always to clause 3.2, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to the use of, or inability to use, the Service under any cause or action whatsoever of any jurisdiction, including without limitation, actions for breach of warranty, breach of contract or tort, strict liability, negligence or any other legal or equitable principle and that Finquest and each of its officers, directors, employees, agents, subsidiaries and affiliates shall not be liable for any indirect, incidental, special, exemplary or consequential damages in any way whatsoever, including without limitation, any loss of profits, loss of data, cost of procurement of substitute goods or services arising out of, or the inability to use, the Service.

3. LIMITATION OF LIABILITY

3.1 Subject always to clause 3.2, we shall in no event be liable under the Agreement for any loss or damages (whether direct or indirect) arising from or in connection with:

• any acts or omissions of any Issuer, Advisor or Investor;
• any content or material provided via the Services, including but not limited to any incorrectness, inaccuracy, inadequacy, incompleteness or invalidity thereof;
• any, authorized or unauthorized, access, use or the inability to access or use the Services, or reliance on the materials and/or any information provided via the Services; and
• any system, server or connection failure, error, omission, interruption, delay in transmission, or computer virus.
  • Nothing in the Agreement shall limit any liability which cannot be legally limited including but not limited to death or personal injury, fraud or fraudulent misrepresentation.
  • Finquest’s, (including each of its officers, directors, employees, agents, subsidiaries and affiliates), aggregate liability to you under or in connection with the Agreement shall not exceed 100% of the Fee or Option Fee (as applicable) paid by you for the Service, of which the applicable loss or damage is connected to or which gave rise to the applicable cause of action,

3.4 This provision shall take effect to the fullest extent permitted by the applicable law.

4. RELEASE

4.1 Subject always to clause 3.2, you hereby release any claims which you have, or may have, against Finquest or any of its officers, directors, employees, agents, subsidiaries and affiliates that are in any way related to the Service, or your use of the content offered through the Service, including any recommendations or referrals you may receive through our Service.

4.2 You agree that this provision shall survive any termination of the Service.

5. TERMINATION

5.1 This Agreement shall be effective as of the Commencement Date and shall continue in effect for the Term. Without affecting any other right or remedy available to it, we reserve the right to restrict, suspend or terminate your access to our Service or the Agreement (and our relationship with you) at any time if:

• you commit a material breach of any term of this Agreement and you fail to remedy such breach within thirty (30) days after we notify you of the said breach;
• you fail to pay any amount due under this Agreement by its due date for payment;
• you suffer an insolvency event, meaning an event where a person (i) is deemed to be or states in writing that it is insolvent, (ii) is subject to any types of insolvency or collective judicial or administrative proceedings, including interim proceedings, in which its assets are subject to control or supervision by any court or other governmental entity for purposes of dissolving, liquidating or reorganising that person or its assets, (iii) suspends or declares in writing its intention to suspend payments to creditors generally or any class thereof, or suspends or ceases all or substantially all of its business, or (iv) takes steps, or is subject to actions, analogous to the items specified in (i) to (iii) above;
• a Force Majeure Event occurs in accordance with clause 6; or
• you breach your confidentiality obligations under clause 9.

5.2 You agree that Finquest shall not be liable to you or any third party for any losses or damages that may result from such suspension, restriction or termination of the Services.

6. FORCE MAJEURE

Save as is otherwise specifically provided in these Terms, neither Finquest nor you shall be liable for failures or delays in performing its obligations hereunder arising from any cause beyond its control, including without limitation, acts of God or nature, acts of civil or military authority, fires, strikes, lockouts or labour disputes, epidemics, governmental restrictions, wars, terrorism, riots or other acts of civil disorder, earthquakes, hurricanes, storms, typhoons, floods, embargoes, epidemic or pandemic, and breakdowns in electronic and computer information and communications systems and in the event of any such delay, the time for all parties’ performance shall be extended for a period equal to the time lost by reason of the delay which shall be remedied with all due despatch in the circumstances.

7. ANNOUNCEMENTS

 

Subject to your prior written approval, Finquest shall be entitled to give a press release or make any announcement concerning (i) your use of our Services and (ii) any investment, deal, transaction or acquisition undertaken by you through our Services with your prior written approval. In connection with the aforesaid, you shall inform us of any deal, transaction, investment/acquisition arising out of our Services.

8. RIGHTS TO YOUR INTELLECTUAL PROPERTY

 

You hereby grant to us a perpetual, worldwide, transferrable and assignable license to (i) display any of your trade marks on our website and (ii) to display any of your trade marks on any advertising or promotional material created by Finquest for marketing the Service including, without limitation, marketing /sales literature and press releases.

9. CONFIDENTIALITY

 

• For the purpose of the Agreement, “Confidential Information” means all confidential, non-public, or proprietary information, trade secret, knowledge, or data concerning the disclosing party including, but not limited to, that which relates to: (i) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; (ii) the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the disclosing Party; (iii) any information, findings, data or analysis derived from Confidential Information; and (iv) any other information that is identified as being of a confidential or proprietary nature but excludes all information set out in clause 9.4.
• The Parties each undertake to keep confidential and not to disclose to any third party any Confidential Information in any form directly or indirectly belonging or relating to the other Party. The Parties agree to maintain the Confidential Information in confidence and will protect the secrecy of and avoid the disclosure and unauthorised use of the Confidential Information using at lease those measures that it takes to protect its own most highly confidential information.
• Notwithstanding clause 9.1 above, each Party may disclose any other Party’s Confidential Information to its parent, corporate affiliates and subsidiaries, partners, directors, employees, officers, agents, , professional advisors (including, without limitation, attorneys, accountants, bankers, and financial advisors), and sub-contractors (collectively “Representatives”) who need to know such information for the purposes of carrying out that Party’s obligations under the Agreement. Each Party shall ensure and procure that its Representatives to whom it discloses the other Party’s Confidential Information comply with the provisions of this clause 9. The receiving Party shall be responsible for any breach of this clause 9 by its Representatives.
• The obligations set out in this clause 9 shall survive the expiry or termination of the Agreement for any reason, but shall not apply to any Confidential Information which:

• is publicly known at the time of disclosure to the receiving Party; or
• becomes publicly known other than as a result of any action or inaction by the receiving Party or any of its Representatives; or
• was or becomes available to the receiving Party from a source other than the disclosing party or its Representatives, provided that such source is not bound by a confidentiality agreement with the disclosing Party in respect thereof or was not otherwise under an obligation of confidentiality with the disclosing Party; or
• was within the receiving Party’s possession prior to its being furnished to the receiving Party by or on behalf of the disclosing Party, as can be demonstrated by the receiving Party’s files and records in existence prior to such date, provided that the source of such information was not bound by a confidentiality agreement with the disclosing Party in respect thereof or otherwise under an obligation of confidentiality with disclosing Party; or
• was independently developed by the receiving Party or its Representatives without reference to the Confidential Information of the disclosing Party, as shown by documents and other competent evidence in the receiving Party’s possession; or
• is approved in writing for release by the disclosing Party; or
• is requested or required by any applicable law, regulation, or legal, regulatory, or judicial process (including by deposition, interrogatory, requests for information or documents in a legal proceeding, subpoena, civil investigative demand or other similar process) to be disclosed by the receiving Party, provided that, where legally permissible, the receiving Party shall provide the disclosing Party with notice as soon as practicable of any such request or requirement. The receiving Party agrees to cooperate with the disclosing Party, at the disclosing Party’s request and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorder the Confidential Information being disclosed. If in the opinion of its legal counsel, the receiving Party or the receiving Party’s Representatives are compelled by law, regulation or legal, regulatory, or judicial process to disclose such Confidential Information, receiving Party may, without liability hereunder, disclose only that portion of such Confidential Information which its counsel advises it is legally required to be disclosed.
  • No Party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.

10. DATA PROTECTION

 

• In this clause, “Personal Data”, “Data Controller”, “Data Processor”, “Processing”, “Personal Data Breach” and “Data Subject(s)” shall have the meanings given under the Data Protection Legislation.
• For the purpose of this Agreement, “Data Protection Legislation” means any applicable laws, rules, regulations, regulatory guidance, self-regulatory guidelines, industry standards, implementing legislation, or third-party terms relating to privacy, security, data protection, including but not limited to, as applicable the: (i) UK Data Protection Act 2018 and the GDPR as it forms part of UK law by virtue of section 3 of the European (Withdrawal) Act 2018; and (ii) Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC; and (iii) EU e-Privacy Directive (Directive 2002/58/EC); in each case as may be amended, superseded or replaced from time to time.
• Each party warrants and undertakes in respect of all Personal Data that it supplies, forwards or otherwise makes available to the other party for the purpose of or in connection with this Agreement, that it has relied upon one or more lawful conditions for processing such Personal Data pursuant to the Data Protection Legislation.
• Each of the parties acknowledge and agree as follows:

• each party acts as an independent Data Controller in respect of all Personal Data that it supplies, forwards or otherwise makes available to the other party for the purpose of or in connection with this Agreement;
• to maintain all registrations and notifications under the Data Protection Legislation which are required for the performance of its obligations under this Agreement;
• to perform its obligations under this Agreement and process Personal Data in accordance with the Data Protection Legislation and in particular with the data protection principles set out in the Data Protection Legislation;
• to take appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss or destruction of or damage to any such Personal Data. This shall include, without limitation, appropriate encryption of and password protected access to all such Personal Data however stored;
• to restrict access to Personal Data to employees who require access on a need-to-know basis; and
• to retain the Personal Data for no longer than necessary and only for the purpose for which it holds such data.
  • In the event of a Personal Data Breach in relation to Personal Data collected pursuant to this Agreement, the parties shall reasonably co-operate to mitigate the damage to Data Subjects, prevent any further damage or loss of Personal Data and provide assistance to the other party.
  • The provisions of this clause shall survive the expiry or termination of this Agreement howsoever caused.

11. GENERAL

• The Agreement contains the entire agreement between you and Finquest with respect to the Service and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Finquest with respect to the Service. The Agreement cannot be modified without the express prior written consent of both parties.
• If any provision of the Agreement is determined to be unenforceable, the Agreement will be enforced as if the unenforceable provisions were not present, and any partially valid and enforceable provisions will be enforced to the extent that they are enforceable.
• The Service are only intended for jurisdictions where its use is legal by the person viewing or otherwise using the Service. You must not access the Service if by reason of your nationality, residence (temporary or permanent) or for any other reason the use of the Service is prohibited or contrary to any law, rule or regulation.
• Finquest operates and controls the Service from its offices in Singapore. Finquest makes no representation that the Service is appropriate or available in other jurisdictions or countries. The information provided on or through the Service is not intended for distribution or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to any law, rule or regulation which would subject Finquest to any registration or licensing requirement within such jurisdiction or country. Accordingly, persons who choose to use the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, to the extent that such local laws are applicable.
• The Agreement shall be construed and its performance governed in accordance with the law of England and Wales.
• The courts of England and Wales shall have exclusive jurisdiction to hear and determine any action or proceeding arising out of or in connection with the Agreement.
• The Agreement may not be assigned by either Party without the prior written consent of the other Party. Except as otherwise provided, the Agreement shall be binding upon and inure to the benefit of the parties’ successors and lawful assigns. Notwithstanding the foregoing, either Party may assign the Agreement together with all rights and obligations under the Agreement, without consent of the other Party, in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, provided that the Party provides written notice to the other Party of its intent to make such assignment at least thirty (30) days prior to the effective date of such assignment.
• No failure or delay by either you or us to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
• Each of you and us do not intend that any of the terms of the Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

Last updated on November 7, 2024.