General Terms and Conditions
Last Update: 21 September 2022
These terms and conditions apply to all Ospree subscriptions, software, products and services, unless otherwise specified in the purchase order, whether purchased directly or via a reseller.
“Agreement” means these Terms, the applicable Order Form, Purchase Order or Letter of Engagement, and, if applicable, the written master service agreement or other written agreement or contract between Customer and Ospree that incorporates these Terms by reference.
“Customer” means the entity that purchases a subscription to the Ospree Service, directly from Ospree or through an authorized reseller, distributor, or other channel partner of Ospree (each, a “Reseller”). The individual purchasing the subscription on behalf of a company represents that such individual is duly authorized to represent the entity and accept the Terms on behalf of the entity.
“Customer End Users” means individuals who are authorized by Customer to use the Ospree Service and for whom Customer has purchased a subscription to the CipherTrace Service. Customer End Users may include but are not limited to Customer’s employees, partners, retail customers, contractors and agents. Each Customer End User will and is required to be associated with a single, unique email address for purposes of accessing (and being identified within) the Ospree Service.
“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.“Ospree” means Ospree Pte Ltd., a Singapore company.
“Ospree Service” means any web-based Software-As-A-Service product provided by Ospree, as updated by Ospree from time-to-time at its discretion, for which Customer has obtained a subscription either directly from Ospree or through a Reseller, as more particularly described or identified in the applicable master service agreement, Order Form, or other document under which the subscription was obtained.
“Order Form” or “Purchase Order” means written orders to purchase Customer End User subscriptions to use the Ospree Service.
“Representative” means, with respect to a party, any client of such party or any affiliate, director, officer, manager, shareholder, co-investor, member, advisor, agent, employee, financial advisor, consultant, attorney, accountant, financing source or other authorized representative of such party.
“Software” means any software (particularly including any client software for Customer End Users’ devices) that Ospree makes available for download or otherwise provides for use in connection with the Ospree Service.
2. Renewal Terms
Contract will renew automatically after each contract term is completed for an additional period equal to the expiring subscription term.Either party may elect not to renew the Contract by providing written notice delivered prior to 10 business days, and not effective before the expiration of the then current term..At the time of renewal, changes to the billable amount may incur, in the form of discounts or increases based on the pricing tiers available at the time of renewal. The pricing during any such renewal term will be the same as that during the prior term unless Ospree has given Customer notice of a pricing increase before the end of such prior term, in which case the pricing increase will be effective upon renewal and thereafter.
Fees for Consulting and other Services will be billed at the beginning of the engagement unless otherwise indicated.Fees for Subscriptions will be collected via an automated payment plan, provided by Ospree and subscribed to by the Client at the beginning of the contract term, at the agreed interval.Any fixed fees for the pricing plan are due at the beginning of each billing period.Any metered usage specified in the plan, such as the number of Queries, exceeding the amount included in the plan, shall be payable at per unit cost at the end of each billing period. The Ospree Service will impose a cap on the number of queries that can be used in excess of the amount included in the plan, according to the terms and conditions published on the Ospree Service Platform.If the metered usage for previous two billing periods exceeds 125% of license base tier, Customer will be moved to the tier that most cost effectively supports actual usage and billed accordingly going forward.Late Payments: In the event of overdue Subscription Fees, Ospree will issue an overdue payment notice, and Customer shall pay such overdue amounts, plus interest as described below, within five (5) days. If Customer fails to timely remit such overdue amounts; Ospree shall have the right to suspend Customer’s access to and use of the Ospree Services until all overdue fees and late payments are received. Overdue Subscription Fees shall accrue interest in the amount of 0.05% per day or the maximum rate permitted by applicable law, whichever is less.
4. Customer Administered Users
Where the Order Form indicates a limit on the number of Permitted Users and Customer is responsible for administering Users of the Service, Customer shall inform Ospree in writing of any increase in the permitted number of Users used by Customer and Ospree reserves the right to upgrade the Customer to a pricing tier that supports the required number of Users, or alternatively add a user-based license fee to the billable amount for each user exceeding the number included in the relevant tier. On renewal date, the Fees shall be increased automatically to reflect any increase in the number of Users since the last anniversary date.
5. Confidentiality and Data Protection
Both Ospree and the Customer undertake to respect and protect the confidentiality of all information acquired as a result of or pursuant to this Agreement and will not, without the other parties’ prior written consent, disclose any such information to a third party, unless it is required to do so by any applicable law or regulation or is specifically authorised to do so hereunder or by any separate agreement. The Customer may from time to time request to provide temporary inspection access for regulatory bodies strictly within the data governed by the Customer, as and when required by any applicable law or regulation.
6. Usage Restrictions – No rights to create derived Data
Customer shall not create Derived Data using the Information contained in any Services set out in an Agreement.Ospree, at its sole discretion, may block or cancel access to the Ospree Service and any connected services for any users that are connected in any way to individuals, entities or countries sanctioned by U.S., U.N., EU, HMS or any other relevant regulatory body.
7. Return and Refund Policy
No Refunds for Subscriptions. Customer warrants that he inspected the product prior to signing an Agreement, and that it is adequate to his needs. Subscriptions have a predetermined billing period as specified in Agreement. No monies paid for a subscription or billing period shall be refundable, even if the subscription is terminated before the subscription or billing period is finished. Accordingly, as the subscription software products are intangible goods, Customer shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if the product contains material flaws.Products or services other than subscriptions may be refundable if provided for in the contract or order form. For the avoidance of doubt, if the contract or order form does not include a refund clause, no refunds are applicable to such products or services.
8. Early Termination
Giving notice of termination of a subscription or other contract does not relieve the Customer from the obligations of the contract or order form. If Customer does not wish to continue the subscription beyond the already paid period, the contract may provide for an early termination of the contract with a predetermined termination penalty in which case all termination clauses and penalties will apply as specified in the contract or order form.
9. Security and Other Risks
Customer acknowledges that, notwithstanding the security features of the Ospree Service, no product, hardware, software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities, including enterprises, governments and quasi-governmental actors, as well as technologies, that may attempt to breach any electronic security measure. Subject only to its limited warranty obligations set forth in the SLA, Ospree will have no liability on account of any security breach caused by any such persons, entities, or technologies. Customer further acknowledges that the Ospree Service is not guaranteed to operate without interruptions, failures, or errors. If Customer or Customer End Users use the Ospree Service in any application or environment where failure could cause personal injury, loss of life, or other substantial harm, Customer assumes any associated risks and shall indemnify Ospree and hold it harmless against those risks.
10. Limitation of Liability
IN NO EVENT WILL OSPREE’S AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE OSPREE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE THREE (3) MONTH PERIOD PRECEDING THE INCIDENT.