Platform subscription terms — entity update for review.
TERMS & CONDITIONS
Revision for review: October 26, 2026
These Terms & Conditions ("Terms") together with the Product Order Form that each Customer has executed with BlueOnion ("Form") constitute the Customer Agreement ("Agreement") with respect to that Customer’s subscription for the use of the Platform created and operated by BlueOnion.
1.BlueOnion. In these Terms, the term "BlueOnion" shall refer to BlueOnion Pte. Ltd., a company incorporated in Singapore with Unique Entity Number 202014776H and registered office at 160 Robinson Road, #24-09, Singapore Business Federation Center, Singapore 068914, or such other BlueOnion entity through which the Platform is licensed and made available hereunder in any particular jurisdiction as set forth in the Form.
2.Customer. In these Terms, the term "Customer" shall refer to a party who has entered into a Customer Agreement with BlueOnion to subscribe for the use of the Platform.
3.The Platform. As part of the Customer's membership on the Platform, the Customer will get access to the Platform, including the Product(s) subscribed for, any tools or other products or services thereon, as well as all updates, enhancements, and modifications thereto, and all intellectual property contained therein. Without limiting the generality of the foregoing, the Platform shall include: (i) the Product(s) which are composed of various databases of data and analyses, and updates thereto, accessible via the BlueOnion website hubs.blueonion.today; (ii) tools to facilitate the formatting, organization and analysis of information entered by a user on the Platform, and the integration of such information with the Product(s) ("Customer’s Analysis"); (iii) the HTML code, Java code, C++ code, C# code, ASP scripts, text, help screens, CGI scripts, other computer programs and associated documentation that provide a graphical user interface and system to store, process, retrieve and output information contained in either or both the Product(s) and the Customer’s Analysis (the "Programs"); and (iv) the content, format and organization of information generated by the Platform, including, without limitation, internet web page reports, pdf reports, and other reports, spreadsheets, graphs, charts, documents and other materials, whether in printed, electronic or any other form, that contain copies of all or part of the Product(s), as well as any works derived from such information/content ("Product Output").
4.Authorized User. As part of the Customer’s membership on the Platform, the Customer may permit an individual to access or otherwise use the Platform and Product(s) (“Authorized User”), and the fees for such Authorized User(s)’s access to and use of the Platform and Product(s) is covered by the Fees paid by the Customer. Each Authorized User shall be provided with a separate username and password for access to the Platform. An Authorized User must be the Customer (if an individual) or an employee of the Customer. No person other than an Authorized User(s) may access any Platform functionality or Product(s) or distribute any Product Output(s) hereunder and BlueOnion expressly disclaims any and all responsibility or liability to anyone other than the Customer and Authorized User(s) under the Agreement. Each Authorized User understands and agrees that Authorized User(s) are required to comply with the terms of the Agreement entered into between the Customer and BlueOnion (including these Terms). The Customer agrees that it is responsible for procuring its Authorized User(s)’s compliance with the terms of the Agreement and to keep its Authorized User(s) informed of the restrictions that apply to the Customer and Authorized User(s)’s access and usage rights of the Platform and Product(s). The Customer agrees that it shall be liable for the actions or omissions of its Authorized User(s) in relation to its Authorized User(s)’s use or misuse of the Platform and/or compliance with the terms of the Agreement, as if they were the actions or omissions of the Customer itself.
Each Authorized User understands and agrees that Authorized User(s) are required to comply with the terms of the Agreement entered into between the Customer and BlueOnion (including these Terms). The Customer agrees that it is responsible for procuring its Authorized User(s)’s compliance with the terms of this Agreement and to keep its Authorized User(s) informed of the restrictions that apply to the Customer and Authorized User(s)’s access and usage rights of the Platform and Product(s). The Customer agrees that it shall be liable for the actions or omissions of its Authorized User(s) in relation to its Authorized User(s)’s use or misuse of the Platform and/or compliance with the terms of this Agreement, as if they were the actions or omissions of the Customer itself. 5.Grant of License. Subject to the terms and conditions of the Agreement, BlueOnion grants to the Customer and Authorized User(s) a limited nonexclusive, nontransferable (except as otherwise provided by BlueOnion in writing) license to do the following:
5.1.Customer/Authorized User(s)'s Access to Data. Subject to the terms and conditions of the Agreement, the Customer and Authorized User(s) are granted access to the data made available through the Product(s) subscribed for and to use any search and/or research functionalities provided by the Platform to browse through such data and Product(s).
5.2.Customer/Authorized User(s)'s Use to Generate and Distribute Product Output. Subject to the terms and conditions of the Agreement, the Customer and Authorized User(s) may use the Product(s) and Programs internally to generate Product Output(s) on an ad hoc basis and use/distribute those Product Output(s) as follows:
Internal Distribution. The Customer and Authorized User(s) may distribute those Product Output(s) internally, subject to all of the following additional restrictions:
(i)Product Output(s) may not consist of more than an Insubstantial Amount of data from the Product(s). (For absence of doubt, any Product Output(s) that is extracted or retrieved on a regularly scheduled, systematic or recurring basis (e.g., a weekly extraction of fund expense numbers) does not qualify as an Insubstantial Amount and therefore may not be redistributed, absent a separate license from BlueOnion);
(ii) Product Output(s) (or materially similar versions of those Product Output(s)) in print or static electronic format may not be distributed to more than twenty-five (25) individuals in total (such individuals must be employees of the Customer) and, unless a separate license is obtained from BlueOnion, these persons may not redistribute those Product Output(s) to anyone;
(iii)Product Output(s) in non-static format may only be made available to another Authorized User(s); and
(iv)Product Output(s) may not be distributed to anyone who is providing financial services/advice of any kind to Clients.
5.3.The distribution of any Product Output(s) that does not meet all of the conditions set forth herein will require the express prior written consent of BlueOnion, and the payment of additional fees or royalties as determined by BlueOnion. Subject to applicable law and the terms of the Platform's Privacy Policy , BlueOnion reserves the right to monitor and audit the Customer and its Authorized User(s)'s access to and use of the Platform. If BlueOnion determines that a Customer and its Authorized User(s) is not authorized to use the Platform or is using or distributing the Platform and/or Product(s) (including without limitation any Product Output(s)) in a manner or for a purpose not expressly authorized under these Terms (or the Form, if applicable), BlueOnion reserves the right to suspend or terminate the Customer and its Authorized User(s)"s further access to the Platform and Product(s) unless and until the Customer has paid all fees (at BlueOnion’s then-current rates) for such additional/unauthorized use/distribution, including, without limitation, fees for additional/unauthorized use occurring in past periods that is subsequently discovered by BlueOnion.
5.4.Except as otherwise explicitly provided in this Clause or the Agreement, in no event shall the Product Output(s) be copied or distributed to any person. The Customer and Authorized User(s) may cite or use any individual score from the data in any client communication, marketing material, academic work, informational material, or in any other way, for the purpose and within the scope of the Use Cases, provided that the data must always be clearly and prominently attributed and sourced as "BlueOnion Sustainabilty Fund Score; BlueOnion UN Global Compact Fund Score; BlueOnion Temperature Alignment Fund Score; BlueOnion Sustainability Portfolio Score; BlueOnion UN Global Compact Portfolio Score; BlueOnion Temperature Alignment Portfolio Score; BlueOnion Sustainability Company Score; BlueOnion UN Global Compact Company Score; BlueOnion Temperature Alignment Company Score; BlueOnion SFDR Article 8 Fund Score; BlueOnion SFDR Article 9 Fund Score; BlueOnion SFDR Article 9 Portfolio Score; or BlueOnion SFDR Article 9 Portfolio Score". The Customer and Authorized User(s) may use specific scores from the data or may blend specific scores from the data with other data points, to create new data and new scores for internal uses. The new data and scores must be clearly and prominently attributed and sourced as incorporating data from "BlueOnion". The Customer and Authorized User(s) each agrees that it shall only use any research or ratings provided by BlueOnion for its own professional investment management purposes and not for regulatory purposes.
5.5.Export of Data from the Platform. The Customer and Authorized User(s) each understands and agrees that subject to the provisions of Clause 5.2, they are prohibited from exporting and/or extracting any data from the Platform and/or Product(s), and/or from downloading any data from the Platform and/or Product(s) into any Customer or third party system, software program, application, database, or model. The Customer and Authorized User(s) each understands and agrees that the Platform does not provide any capability to enable it to export and/or extract any data from the Platform and/or Product(s), and undertakes that they shall not use any third party product, program, function, module or procedure, including, without limitation, operating system procedures such as "cut and paste", to enable it to do so.
5.6.Use of Data for Construction of Indices. The Customer and Authorized User(s) each understands and agrees that except for internal benchmarking purposes, they are prohibited from using any data on the Platform and/or Product(s) to construct indices for commercial purposes.
5.7.Except as explicitly authorized hereunder, neither the Customer, Authorized User(s) nor any third party may use the Platform, including, without limitation, any portion of the Product(s), in any manner or for any purpose. Any act or omission in contravention of any condition or restriction contained in this Clause 5 is a material breach of the Agreement.
5.8.The Customer acknowledges and undertakes that the Platform shall not be used or distributed in the USA by the Customer or its Authorized User(s). Special rules apply to the use of the Platform in the USA which are not provided for in these Terms. If the Customer wishes to use the Platform in the USA, please contact BlueOnion.
5.9.Third Party Data. Although Third Party Data may be delivered through the Platform, the Customer and Authorized User(s) each understands and agrees that the individual Content Providers may separately choose to require: (i) direct license agreements outlining use of their Third Party Data by the Customer and Authorized User(s); (ii) the Customer and Authorized User(s) to comply with any Content Provider validation information requests; and (iii) BlueOnion to provide the Customer’s and Authorized User(s)’s information to that Content Provider, in the event that it chooses to audit the BlueOnion's use and distribution of its Third Party Data in conjunction with the Platform and/or the Product(s). The Customer and Authorized User(s) each further understands and agrees that: (i) the Customer and Authorized User(s) is solely responsible for obtaining all of the necessary licenses/authorizations/permissions from each Content Provider whose Third Party Data is being accessed, used or distributed to the Customer and Authorized User(s) via the Platform; (ii) Content Provide license/authorizations/validations must be obtained prior to the Customer and Authorized User(s) using or distributing that Third Party Data; and (iii) the terms and conditions on which such licenses/authorizations/validations are granted or made are at the sole discretion of the individual Content Provider(s). The Customer and Authorized User(s) each understands and agrees that they must inform the relevant Content Provider(s) in the event that the Customer's and Authorized User(s)"s use or distribution of their Third Party Data changes during the term of the Agreement. If BlueOnion requests proof that the Customer has the requisite licenses, authorizations, permissions, and validations to access the Third Party Data, the Customer must within five (5) Business Days provide BlueOnion with such written proof either in the form of: (i) a certification by a senior officer of the Customer that an appropriate agreement is in place with each of the relevant Content Provider(s); or (ii) a verification to that effect issued by each of the affected Content Provider(s). If the Customer is unable/unwilling to provide BlueOnion with this proof or BlueOnion otherwise has a reasonable suspicion that the Customer lacks the necessary licenses/authorizations/permissions/validations to access the relevant Third Party Data, BlueOnion reserves the right, at its reasonable discretion and without penalty, to bar the Customer and Authorized User(s) from accessing the Third Party Data in question. In addition, BlueOnion further reserves the right to terminate access to any Third Party Data without penalty if any Content Provider directs BlueOnion to restrict or prohibit its Third Party Data from being disseminated to the Customer and Authorized User(s). In addition to the foregoing, and at any time, BlueOnion reserves the right to, at its reasonable discretion, terminate delivery of Third Party Data provided with the Platform, or to impose additional delivery fees, as required by Content Provider(s) and/or BlueOnion.
5.10.CUSIP, GICS, SEDOL, Index Data. Third Party Data includes, but is not limited to, identifiers (e.g., CUSIP, GICS, SEDOL) and Content Provider index data. The Customer and Authorized User(s) each understands and agrees that, depending on the type of use by the Customer and/or Authorized User(s), the Customer must obtain the relevant license directly from the applicable Content Provider for use of any such Third Party Data.
5.11.Index Data. For further use or distribution of any index data accessible via the Platform, whether included in the Product(s) or validated through a third party Content Provider, the Customer may be required to have additional license agreements in place, including, without limitation, for use of any BlueOnion index data. The Customer understands and agrees that it is solely responsible for obtaining the appropriate additional licenses/authorizations (if any) to access/use such index data and that BlueOnion, in its reasonable discretion, has the right, but not the obligation, to bar any Customer and Authorized User(s)'s access to those data absent proof of such an agreement.
6.Representations and Warranties by the Customer and Authorized User(s). By the entering into the Agreement by the Customer, the Customer and Authorized User(s) each represent, warrant and covenant to BlueOnion that:
6.1(in respect of Customers) it is a corporation duly organized and validly existing under the laws of and jurisdiction of its organization or incorporation;
6.2(in respect of Authorized User(s)) it is completely and unconditionally authorized by the Customer to access and use the Platform and Product(s) pursuant to the terms and conditions of the Agreement, and that it shall be bound by all of its terms;
6.3it has full power and authority and has obtained all necessary authorities and consents to enter into and perform its obligations under the Agreement;
6.4it is a financial / investment professional or academic (as applicable) and it holds itself out as such;
6.5it will not hold BlueOnion or any of its affiliates out as an investment adviser nor as licensed or regulated in any jurisdiction in which it accesses, uses or distributes the Platform and/or Product(s);
6.6it assumes all suitability (or other related) responsibilities for its Clients;
6.7it will limit distribution of the Platform and/or Product(s) (or any portion thereof) to those individuals provided herein pursuant to the terms and conditions hereunder;
6.8it will hold its username and password for the Platform in confidence and not share it with any other person;
6.9it understands and agrees that BlueOnion may monitor its use of the Platform and/or the Product(s) via a subscription log maintained by BlueOnion; and
6.10if it provides to any person any products or services in connection with its use of the Platform and/or Product(s), that could reasonably be construed as "investment advice" under any law or regulation in any jurisdiction in which its company is located or in which it provides any services or in which it accesses, uses or distributes the Platform and/or Product(s) and, if it is not otherwise exempt from the registration requirements therein, it will act as the "investment adviser" to that person and comply with all applicable laws and obligations related to that role.
7.Payment. In exchange for the rights granted hereunder, the Customer has agreed to pay BlueOnion the Fees in the amount specified in Section C of the Form or as otherwise agreed in writing by the Customer and BlueOnion. If full payment of the Fees (and any applicable taxes thereon) owed by the Customer is not forthcoming when due, BlueOnion reserves the right to immediately terminate or suspend the Agreement and all of the Customer and its Authorized User(s)’s rights hereunder.
8.Varying Usage Rights. Any and all restrictions stipulated in the Form with respect to the Customer and its Authorized User(s)’s right to access and use the Platform and/or the Product(s) (whether geographical restrictions on use, Use Cases or otherwise) is hereby incorporated by reference into these Terms. In the event that the Customer wishes to vary any aspect of its Customer on the Platform (including, without limitation, the Product(s) it has access to, Use Cases, Investment Universe, the number and identity of its Authorized User(s) and geographical restrictions on use), the Customer may send an email to the BlueOnion Sales Representative to make a request for such change. BlueOnion reserves the right, in its sole discretion, to impose any additional conditions on accepting any such changes requested (including, without limitation, requesting for the Customer’s payment of additional fees or royalties as determined by BlueOnion). Any changes confirmed to the Customer and Authorized User(s)"s access and usage rights are hereby incorporated by reference into the Agreement.
9. No Investment Advice. The Customer and Authorized User(s) each acknowledges and agrees that:
9.1 BlueOnion DOES NOT PROVIDE INVESTMENT ADVICE (AS DEFINED IN ANY JURISDICTION IN WHICH THE PLATFORM AND/OR PRODUCT(S) IS ACCESSED, USED OR DISTRIBUTED) VIA THE PLATFORM.
9.2 THE INFORMATION CONTAINED ON THE PLATFORM IS GENERAL IN NATURE AND SHOULD NOT BE CONSIDERED INVESTMENT, LEGAL, TAX, FINANCIAL OR ANY OTHER TYPE OF ADVICE OF ANY NATURE WHATSOEVER AND IT SHOULD NOT BE RELIED ON IN MAKING ANY INVESTMENT OR OTHER DECISION. IT IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. The Customer and Authorized User(s) should consult an independent advisor (legal, financial, accounting, tax or otherwise) regarding its specific situation before making any investment or other decision. The Customer and Authorized User(s) each acknowledges and agrees that any reliance it places on information presented on the Platform is strictly at its own risk and that BlueOnion disclaims all liability and responsibility arising from any reliance placed on such materials by it or any other Customer and/or Authorized User(s) of the Platform, or by anyone who may be informed of any of its contents (including the Customer and/or Authorized User(s)’s Clients).
9.3 The Customer and Authorized User(s) will not treat any Product Output(s) as investment advice or make any representation to any third party to that effect.
9.4 The Platform may contain Third Party Data, information, products, and services provided by third party Content Providers, as well as links (including advertisements) to third party websites. Such Third Party Data, information, products, services, and links are provided only as a convenience to the Customer and Authorized User(s). BlueOnion DOES NOT REVIEW, ENDORSE OR CONTROL SUCH THIRD PARTY DATA, INFORMATION, PRODUCTS, SERVICES OR OTHER WEBSITES, AND BlueOnion DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH THIRD PARTY DATA, INFORMATION, PRODUCTS, SERVICES OR WEBSITES. Inclusion of any of the foregoing in the Platform does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with BlueOnion with respect to any third party or its website or content, or any Third Party Data, information, products, or services provided by that third party.
9.5 BlueOnion DOES NOT RECOMMEND ANY SECURITY OR FINANCIAL OR INVESTMENT PRODUCT PRESENTED OR ANALYZED ON THE PLATFORM. BlueOnion DOES NOT RECOMMEND THAT ANY PARTICULAR SECURITY OR FINANCIAL OR INVESTMENT PRODUCT SHOULD BE BOUGHT, SOLD OR HELD BY THE CUSTOMER, AUTHORIZED USER(S) OR ANY CLIENTS. NOTHING WITHIN THE PLATFORM IS INTENDED TO BE OR TO BE TREATED AS AN INDUCEMENT OR INVITATION TO ENGAGE IN ANY KIND OF INVESTMENT ACTIVITY.
9.6 BlueOnion SHALL NOT BE CONSIDERED AN "INVESTMENT ADVISER" OR AS LICENSED OR REGISTERED UNDER THE LAW OR REGULATION IN ANY JURISDICTION IN WHICH THE PLATFORM AND/OR PRODUCTS IS ACCESSED, USED OR DISTRIBUTED. USE OF THE PLATFORM AND/OR PRODUCT(S) OR CIRCULATION OF PRODUCT OUTPUT(S) SHALL NOT BE CONSIDERED INVESTMENT ADVICE. ANY INFORMATION PROVIDED SHOULD NOT BE CONSTRUED AS A SOLICITATION, ENDORSEMENT OR RECOMMENDATION TO BUY OR SELL A SECURITY OR A FINANCIAL OR INVESTMENT PRODUCT.
9.7 BlueOnion DOES NOT WARRANT THAT THIS PLATFORM COMPLIES WITH THE SECURITIES LAWS OF ANY JURISDICTION OR WITH THE REQUIREMENTS OF ANY OTHER REGULATORY BODY IN ANY JURISDICTION IN WHICH THE PLATFORM IS ACCESSED OR USED.
10. Proprietary Information. The Customer and Authorized User(s) each acknowledges and agrees that: (i) the Platform, including, without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, "Proprietary Information"), is owned by BlueOnion and its third party content providers, as applicable; (ii) the Proprietary Information shall be treated as copyrighted and proprietary material of BlueOnion and is protected by the applicable law or regulation in any jurisdiction in which the Customer is located or in which the Customer "provides any services or in which the Customer and/or Authorized User(s) access, use or distribute the Proprietary Information; (iii) the Proprietary Information is licensed, rather than sold, to the Customer and Authorized User(s) pursuant to the Agreement; and (iv) the Customer and Authorized User(s) has no rights in the Proprietary Information, other than the rights and licenses explicitly granted to it pursuant to the Agreement. BlueOnion may disclose additional information to the Customer and Authorized User(s) in the form of upgrades, documentation or other support during the Subscription Term. The Customer and Authorized User(s) each agrees that such information shall also be deemed Proprietary Information. Additionally, as between each Content Provider and the Customer and Authorized User(s), the Content Provider retains sole and exclusive ownership rights over any Third Party Data provided by it in conjunction with the Platform and/or the Product(s).
11. Trademarks. The Customer and Authorized User(s) each acknowledges that BlueOnion is the owner of certain registered trademarks and other rights in the names and word marks: BlueOnion. The Customer and Authorized User(s) each acknowledges and agrees that they may not use any name, trademark or product or service name of BlueOnion without BlueOnion’s prior written consent, unless the Product(s) and Use Cases selected by the Customer includes permission to use such marks. The Customer and Authorized User(s) shall not, at any time or for any reason, challenge the validity of BlueOnion ownership of the foregoing names and marks, and the Customer and Authorized User(s) each waives any rights the Customer and Authorized User(s) may have at any time to do so. All marks not owned by BlueOnion are the property of their respective owners.
12. Restrictions on Use. Except as expressly provided in the Agreement, no Customer and/or Authorized User(s) may: (i) use, copy, modify, merge, install, transfer or distribute the Platform, any Product(s) or Product Output(s) (or any part thereof); (ii) reverse-engineer, decompile, translate, disassemble or separate the components of the Platform (including, without limitation, viewing or otherwise obtaining HTML source code); (iii) sublicense, rent, sell or lease the Platform or any part thereof; (iv) use any program, procedure, device or method other than the Programs and a web browser to access, use, reproduce or process the Product(s), the Programs or the Product Output(s) or any part thereof, without BlueOnion's express prior written authorization; (v) use the Platform or any part thereof for third-party training, commercial time-sharing, service bureau or sales desk use; (vi) distribute any Product Output(s) as part of a general distribution or for advertising or promotional purposes, (vii) encourage or facilitate any other Customer and Authorized User(s)'s breach of the terms of the Agreement; (viii) permit use of the Platform by a person other than an Authorized User(s); (viii) use the same username or password as another Authorized User(s); (ix) export data from the Platform unless it is in accordance with the provisions of Clause 5 of these Terms and subject to any other applicable laws and regulations; (x) attempt to defeat, modify or work around any security devices protecting the Platform; (xi) install the Platform on a standalone terminal; or (xii) install or use the Platform on or through a shared terminal or other similar access configurations. Except as expressly provided in the Agreement, in no event shall any Customer and/or Authorized User(s) copy, reproduce, recompile, decompile, disassemble, reverse-engineer, repackage, resell, distribute, publish, circulate, display, transmit, or in any way reproduce any part of the Product(s) and/or any data made available on the Platform for any third party as a data package, product or service. BlueOnion reserves the right, in its reasonable discretion, to suspend or terminate the Customer and/or Authorized User(s)’s access to and use of the Platform where BlueOnion has reasonable grounds for suspecting that the Customer and/or Authorized User(s) is using the Platform in breach of the Agreement.
13.Disclaimers.
13.1 BlueOnion does not warrant that the Platform is free of viruses and damaging or disabling code, errors, or other defects. It is the responsibility of the Customer and/or Authorized User(s) to protect the integrity and security of its own information technology hardware and software, and BlueOnion accepts no liability for the impact of any malicious code on the Customer and/or Authorized User(s)’s information technology or any other systems. Notwithstanding the aforesaid, BlueOnion will make commercially reasonable efforts to correct any correctable errors or defects with the Platform within a reasonable amount of time.
13.2 EXCEPT AS OTHERWISE EXPLICITLY PROVIDED HEREIN, THE PLATFORM IS PROVIDED "AS IS" WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE CUSTOMER AND AUTHORIZED USER(S). BlueOnion MAKES NO REPRESENTATION, UNDERTAKING OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND THAT THE INFORMATION AND/OR DATA ON THE PLATFORM ARE ADEQUATE, ACCURATE, RELIABLE, UP-TO-DATE, OR COMPLETE. CERTAIN INFORMATION AND/OR DATA ON THE PLATFORM WAS OBTAINED FROM SOURCES THAT BlueOnion BELIEVES TO BE RELIABLE; HOWEVER, BlueOnion DOES NOT GUARANTEE THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION AND/OR DATA OBTAINED FROM ANY THIRD PARTY, THE TIMELINESS THEREOF, THE CONTINUED AVAILABILITY THEREOF, THE RESULTS TO BE OBTAINED BY THE USE THEREOF, OR ANY OTHER MATTER. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS.
13.3 THE CUSTOMER AND AUTHORIZED USER(S) EACH ACKNOWLEDGES THAT, BECAUSE OF THE NATURE OF SOFTWARE AND THE INTERNET, THE PLATFORM MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION TRANSMITTED OVER THE INTERNET (INCLUDING, BUT NOT LIMITED TO, DATA UPDATES AND THE PRODUCT OUTPUT(S)) MAY BE SUBJECT TO THIRD PARTY INTERCEPTION AND MODIFICATION. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, BlueOnion DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NEITHER BlueOnion NOR ITS CONTENT PROVIDERS WARRANT THE ACCURACY, CORRECTNESS, COMPLETENESS, OR TIMELINESS OF THE PLATFORM AND/OR THE PRODUCT(S) (INCLUDING ANY DATA MADE AVAILABLE THEREON). EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, NEITHER BlueOnion NOR ITS AFFILIATES (COLLECTIVELY, "BlueOnion PARTIES") NOR THEIR CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR INVESTMENT DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE PLATFORM OR THE INFORMATION CONTAINED THEREIN.
14. Limitation of Liability.
14.1 In addition to any other disclaimer, limit and/or restriction contained in the Agreement, the Customer and Authorized User(s) each expressly agrees that it is solely responsible for (i) the manner by which, and the purpose for which it accesses and uses the Platform and Product(s), (ii) the results it obtains (or not) from such access or use; and (iii) any damages to itself, any Customer, any other Authorized User(s), any Client and any other third parties arising from its use of the Platform and/or Product(s). EXCEPT AS OTHERWISE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, THE BlueOnion PARTIES AND THEIR CONTENT PROVIDERS WILL NOT BE LIABLE FOR: (I) LOSS OF, OR DAMAGE TO, RECORDS OR INFORMATION OF ANY CUSTOMERS, ANY AUTHORIZED USER(S), ANY CLIENTS OR ANY OTHER THIRD PARTY; OR (II) ANY DAMAGES SUFFERED OR CLAIMED BY ANY SUCH PERSON(S) BASED ON ANY THIRD PARTY CLAIM RELATED TO USE OF THE PLATFORM AND/OR PRODUCT(S).
14.2 EXCEPT AS SPECIFICALLY PROHIBITED BY APPLICABLE LAW OR OTHERWISE EXPLICITLY PROVIDED HEREIN, BlueOnion'S AGGREGATE LIABILITY TO A CUSTOMER FOR ANY DIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATING TO THIS AGREEMENT, THE PLATFORM OR ANY OTHER BlueOnion PRODUCT(S) AND/OR SERVICES PROVIDED HEREUNDER WHETHER ARISING IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY SHALL NOT EXCEED AN AMOUNT EQUIVALENT TO THE LAST TWELVE (12) MONTHS’ FEES PAID TO BlueOnion BY THE CUSTOMER.
14.3 THE AFOREMENTIONED LIMITATION OF LIABILITY WILL NOT APPLY TO CLAIMS ASSOCIATED WITH ANY PERSON'S MISUSE (INCLUDING, BUT NOT LIMITED TO, ANY MATERIAL VIOLATIONS OF USE RESTRICTIONS) OF THE PLATFORM AND/OR PRODUCT(S) OR THEFT OF BlueOnion'S INTELLECTUAL PROPERTY OR DATA OR BREACH OF ANY MATERIAL TERM OF THE AGREEMENT.
14.4 NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT TO THE CONTRARY AND EXCEPT AS OTHERWISE SPECIFICALLY REQUIRED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY:
(a) PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR OTHER, SIMILAR FORMS OF CONSEQUENTIAL DAMAGES;
(b) LOSS OF PROFITS;
(c) LOSS OF BUSINESS;
(d) LOSS OF REVENUE;
(e) LOSS OF GOODWILL OR ANTICIPATED SAVINGS; OR
(f) LOSS OF DATA.
14.5. NEITHER PARTY EXCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY'S NEGLIGENCE OR FOR FRAUDULENT MISREPRESENTATION. NO PARTY AFFILIATED WITH BlueOnion SHALL HAVE ANY LIABILITY TO ANY MAMBER, AUTHORIZED USER(S), CLIENTS OR ANY OTHER THIRD PARTY UNDER THE AGREEMENT.
14.6. To the extent any provision(s) relating to disclaimer or limitation of liability set forth herein is not permissible or enforceable under foreign laws as applied to Customer(s) from such foreign jurisdictions, each such provision shall be deemed removed and invalid for such Customer(s), but all remaining provisions shall be in full force and effect.
15. Termination. In addition to any other termination right provided in the Agreement, each Party may terminate the Agreement for any uncured breach of its provisions by the other Party subject to the conditions stipulated in this Clause 15. If the breach is not subject to cure, the non-breaching Party may terminate immediately upon written notice. If the breach is curable, the breaching Party will have thirty (30) days from the date of receiving written notice of the breach to cure it. If a curable breach is not remedied within the 30-day cure period, the non-breaching Party may immediately terminate the Agreement. Notwithstanding any provision in the Agreement to the contrary, BlueOnion may immediately terminate the Agreement without notice in the event that the Customer and/or any Authorized User(s) accessing the Platform "through the Customer commits any act or omission that would be a breach of the ownership, use, copying, distribution, confidentiality provisions of the Agreement, including but not limited to (i) permitting use of the Platform by a person other than an Authorized User; (ii) using, copying or distributing Product(s) and/or Product Output(s) other than as expressly authorized by the Agreement; or (iii) allowing more than one person to use the same password and user name combination.
16. Effect of Termination. Upon expiration or termination of the Agreement for any reason, all the Customer and Authorized User(s)'s rights in and to the Platform shall immediately terminate. Expiration or termination shall not affect any obligation to pay all Fees and/or royalties due (and any applicable taxes thereon) prior to that event, and expiration/termination shall not relieve any Party of any liability for breach of the Agreement. In the event that the Agreement expires or terminates for any reason, the Customer and Authorized User(s) will immediately cease to use the Platform and use commercially reasonable efforts to destroy all copies of the Platform and/or Product(s) or any part thereof (in any form or media) within its possession, custody or control. Notwithstanding the foregoing, in the event that the Agreement ends for reasons other than a material breach by the Customer or any Authorized User(s), the Customer and Authorized User(s) shall not be required to destroy any materials containing all or part of the Product Output(s) for the three (3) month period following that expiration or termination. Additionally, the Customer and Authorized User(s) is entitled to retain, solely for archival purposes and not for any commercial use, paper or read-only electronic copies of all materials containing the Product Output(s) or any part thereof.
17. Confidentiality. Each Party acknowledges that in the course of performing its obligations under the Agreement, it may become privy to information which the other Party considers confidential and proprietary to its business, including, but not limited to, information concerning the identities of Clients, and other related data, internal controls, computer or data processing programs, business or financial affairs or methods of operations, accounts, transactions, proposed transactions, security procedures, trade secrets, know-how or inventions ("Confidential Information"); provided, however, that Confidential Information shall not include any information that is (i) already in the public domain at the time of disclosure; (ii) communicated to the receiving Party by a third party not subject to any confidentiality obligations with respect to the Confidentiality Information; (iii) derived independently by the receiving Party; (iv) excepted from this provision by the written permission of an authorized representative of the disclosing Party; or (v) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Each Party will use commercially reasonable measures, but in no event measures that are any less protective than those it uses to protect its own confidential and proprietary information, to ensure that the other Party's Confidential Information is not disclosed to any third party. In addition, except as expressly provided in the Agreement, the Customer and/or Authorized User(s) shall keep secret and confidential and shall not disclose, provide, or otherwise make available to any person the Proprietary Information and the Customer shall cause each Authorized User(s) accessing or using the Proprietary Information through, or on behalf of that Customer to do the same. The Customer and/or Authorized User(s) (i) shall use its best efforts, and shall employ reasonable security measures, to prevent any unauthorized disclosure of the Proprietary Information, and (ii) shall immediately advise BlueOnion of any information the Customer and/or Authorized User(s) has or receives of any actual or potential unauthorized disclosure or access. The Customer and/or Authorized User(s) each acknowledges that the Platform and/or Product(s) is only being disclosed to the Customer and Authorized User(s) based on a confidential relationship established under the Agreement. The Customer and Authorized User(s) each further acknowledges that such information is to be used only as expressly permitted hereunder, and that the restrictions under the Agreement are necessary to protect the secrecy of the information and to protect against the occurrence of irreparable injury or harm to BlueOnion.
18. Compliance with Regulations. The Customer is solely responsible, for itself and for any of its Authorized User(s), for obtaining appropriate regulatory approval of any Product Output(s) or its use to the extent necessary or required. The Customer and Authorized User(s) each understands and agrees that (i) certain personally-identifiable information of the Customer, Authorized User(s) or Clients may be processed in Hong Kong to enable BlueOnion to fulfill its obligations hereunder and (ii) in providing such personally-identifiable information to BlueOnion, the Customer and/or Authorized User(s) each consents to such transfer and processing and agrees that, as between itself and BlueOnion, the Customer and/or Authorized User(s) is solely responsible for complying with any rules or regulations applicable to such transfers. For absence of doubt, unless the Agreement expressly provides otherwise, BlueOnion's role in the handling of any such personally identifiable data is strictly limited to that of being a data processor for and on behalf of the Customer and/or Authorized User. For more information, please refer to our Privacy Policy about how we collect, use, and share personal information about you.
19. Inadequacy of Legal Remedy. The Customer and/or Authorized User(s) each acknowledges that BlueOnion's legal remedies (including the payment of damages) may not be sufficient in the event of any breach by the Customer and/or Authorized User(s) of any provisions of the Agreement including, but not limited to those related to the ownership, use, copying, distribution, confidentiality or nondisclosure of the Platform, Product(s), Product Output(s) or other BlueOnion Proprietary Information, and that BlueOnion will suffer continuing and irreparable injury to its business as a direct result of such breach. Therefore, in the event of any such breach, BlueOnion may seek any injunctive relief necessary to prevent or cure such breach (including temporary and preliminary relief, and relief by order of specific performance), without notice or the necessity of proving actual damages.
20. Governing Law. Unless otherwise specified in the Form, in the event of any legal proceedings arising out of the Agreement or the performance thereof, the Parties agree that the Agreement will be governed by the laws of Singapore ("Governing Law"). The Parties agree that any and all actions relating to the Agreement will be brought in the courts located in Singapore, and that each Party is subject to the personal jurisdiction of those courts. Where the Governing Law conflicts with anything in the Agreement, the Governing Law shall control (to the extent of that conflict only). Alternatively, at BlueOnion's sole option, disputes arising out of the Agreement or the performance thereof, including all claims for non-performance by BlueOnion, may be finally settled by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) ("Rules") in force when any notice of arbitration (as defined in the Rules) is submitted under the Rules. The seat of arbitration shall be Singapore. The arbitration agreement shall be governed by Singapore law. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall consist of one (1) arbitrator to be appointed pursuant to the Rules. The Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
21. These Terms; Variation. These Terms (including any updates thereto) will also be made available on the Platform. BlueOnion reserves the right to modify these Terms from time to time at its discretion. If BlueOnion makes any material changes to these Terms, BlueOnion will also notify any Customers and/or Authorized User(s) of such change by email notifications to the Customer and/or Authorized User(s)’s email addresses provided to BlueOnion at the time of entry into the Agreement (or as provided by the Customer and/or Authorized User(s) to BlueOnion from time to time). Any modified Terms shall have immediate effect upon being posted on the Platform subject to any applicable law. The Customer and/or Authorized User(s) each agrees that it will be bound by such modified Terms upon the Customer and/or Authorized User's accessing the Platform after the effective date of the modification in question. The Parties hereby agree that any modified Terms are hereby incorporated into the Agreement by reference and shall modify and govern the Parties" relationship hereunder from the date that such modification takes effect.
22.
Entire Terms. The Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof.
23. Assignment. The Customer may not assign the Agreement without BlueOnion's prior written consent.
24.
Third Party Beneficiaries. A person who is not a Party to the Agreement shall not have any enforceable rights under the Agreement.25.
Severability. If any provisions of the Agreement shall be held to be invalid, illegal or unenforceable, such provisions shall be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the Parties and the remainder of the Agreement shall not be affected thereby.26.
Language. In the event of any inconsistency between the English language version of the Agreement and any local language version, the English language version shall prevail.27.
27. Force Majeure. Each party will be excused from performing for any period during which, and to the extent that, such party is prevented from performing any obligation or service, in whole or in part, because of a Force Majeure Event.28. Defined Terms.
"BlueOnion Sales Representative" shall mean the sales representative of BlueOnion whose name and email address are provided against the sub-heading BlueOnion Sales Representative in Section C of the Form.
"Business Day" shall mean a day that is not a Saturday or a Sunday or public holiday on which banks are open for the transaction of normal banking business in Singapore.
"Client" shall mean any individual or entity to whom the Customer or Authorized User sells or is proposing to sell financial products or services. Client does not include any individual that acts as a Fund Manager except in the case where Customer and Client have an advisor/subadvisor relationship.
"Fees" shall mean the annual Customer fee payable by the Customer to BlueOnion for its subscription for the use of the Platform (including access and usage rights of its Authorized User(s)), as set out in invoices issued by BlueOnion.
“Force Majeure Event” means any event that arises out of causes beyond a party’s reasonable control, including, without limitation, war, civil commotion, act of God, pandemic, strike or other stoppage (whether partial or total) of labor, any law, decree, regulation or order of any government or governmental body (including any court or tribunal) and/or delays or outages caused by an internet service provider or independent hosting facility.
"Fund Manager" shall mean any individual or entity that underwrites, establishes, or creates investment vehicles either through sub-advisory relationships or direct portfolio management, including, but not limited to, management of hedge funds, separate accounts, insurance policies, mutual funds, and ETFs.
"Insubstantial Amount" shall mean an amount or type of the data from the Product(s) that, in BlueOnion's sole discretion, meets all of the following criteria: (i) it has no independent commercial value, (ii) it cannot be used by the Customer or the Authorized User to compete with, replace or as a substitute for any of BlueOnion's products or services or any part of them, including the Platform and Product(s), (iii) it is not separately marketed by the Customer, its affiliates (if any), or the Authorized User (either alone or with other data), and (iv) it is not retrieved by the Customer or Authorized User on a regularly scheduled, recurring or systematic basis.
"Investment Universe" has the meaning set out in Exhibit A of the Form.
"Party" shall mean BlueOnion, or the Customer and "Parties" shall mean both of them.
"Platform" shall mean the data-driven platform for sustainable investment products created and operated by BlueOnion, where Customers of the Platform may access data to meet climate regulatory and ESG reporting requirements and monitor on a real-time basis the ESG scores of its impact investing portfolio.
"Product(s)" shall mean, with respect to each access package selected by the Customer under section 2 of Schedule 1 of the Form, the data elements described in the applicable data package for the Investment Universe identified in Exhibit A of the Form.
"Subscription Term" shall mean the term of the Agreement between BlueOnion and a Customer.
"Third Party Data" shall mean any data provided through the Platform and/or Product(s) by one or more designated third-party content providers (each, a "Content Provider") pursuant to a separate license/authorization between BlueOnion and the individual Content Provider.
"Use Cases" shall mean the purposes for which the Customer has selected it plans to use the Platform and Product(s) under section 3 of Schedule 1 of the Form, whereby such purposes selected by the Customer shall be the sole purposes for which the Customer is authorized to use the Platform and Product(s).
