IDEAFax

STANDARD TERMS RELATING TO IDEAFAX SERVICES

IDEAglobal Ltd / I.D.E.A. Inc.

collectively known as "IDEAglobal"

Please read these terms carefully before accessing IDEAfax Services. We recommend that you save and/or print them for future reference.

We recommend that you save and/or print them for future reference.

Note: These terms apply to IDEAfax Services to the exclusion of all other terms, except those expressly agreed additionally in writing by the Licensee and IDEAglobal. IDEAglobal will not supply these Services to you on any other terms. By completing and submitting the Registration or Subscription Form, whether electronically or by mail, fax or telephone, you will be deemed to have accepted these terms in full and will be subject to all applicable charges for the use of the Services. These terms do not apply in a jurisdiction to the extent not permitted by the laws of that jurisdiction. Users in North, Central or South America will contract with I.D.E.A. Inc.All other users will contract with IDEAglobal. These terms and the expression "IDEAglobal " should be read accordingly.

1. Definitions

1.1 "Competitor" means any person, company or business entity engaging at any time in the creation or reselling or broadcasting, in any medium, of any financial analysis or forecasts.

1.2 "End User" means the person named in the Registration Form or Subscription Form as the person who will be using the Services and accessing the IDEAfax Site, i.e. the person submitting the Registration Form or Subscription Form in any manner.

1.3 "Free Trial" means a free trial of Service(s), which shall in respect of all such Services be limited to a single, concurrent trial by the End User of some or all Services for a limited period of 14 calendar days only during any one year, unless otherwise specified by IDEAglobal.

1.4 "IDEAglobal " means IDEAglobal or I.D.E.A. Inc. or any successor company/ies thereto, collectively trading under the name "IDEAglobal" or otherwise.

1.5 "IDEAfax Services" means any IDEAglobal services which are accessed through or available on the IDEAfax Site or provided by fax transmission, whether supplied on Subscription, Free Trial or free of charge by IDEAglobal, but excluding the headline window or any other part of the IDEAfax Site itself .

1.6 "IDEAfax Site" means the Internet-based website www.ideafax.com or any future designation or version thereof, or any such other site as may from time to time carry the IDEAfax Services, and including all digital files or software and all related manuals and documentation in whatever medium, in connection therewith.

1.7 "Licence" means the licence granted to the Licensee by IDEAglobal in these Terms.

1.8 "Licensee" means the person, institution or entity which employs the End User and which is named in the Registration Form or Subscription Form as the person, institution or entity licensing the use of and access to the IDEAfax Services on the IDEAfax Site.

1.9 "Registration Form" means the form which the Licensee or End User completes and submits either in electronic form or by mail, fax or telephone to IDEAglobal prior to being permitted to access the Services.

1.10 "Services" means IDEAfax Services.

1.11 "Site" means the IDEAfax Site.

1.12 "Subscription" means any subscription by the Licensee or the End User to an IDEAfax Service. A request for a Subscription is defined as the End User or Licensee selecting and clicking electronically upon a particular option within the IDEAfax Site when presented with a choice, or alternatively by submitting a Subscription Form in electronic or written form to IDEAglobal.

1.13 "Subscription Fee" means any subscription fee due as a result of a Subscription.

1.14 "Subscription Form" means any subscription form completed by the Licensee or End User in either electronic or written form in which a Subscription is requested. Any Subscription so requested shall only be authorised once IDEAglobal has received and internally accepted the Subscription Form.

1.15 "Terms" means these standard terms relating to IDEAfax Services and the IDEAfax Site, as amended from time to time.

1.16 An End User is deemed "Authorised" in respect of a Service when he has requested a Subscription by completing and submitting to IDEAglobal in electronic or written form a Subscription or Registration Form completed to IDEAglobal's satisfaction.

1.17 The masculine gender shall include all genders and the singular includes the plural where the context requires.

2. Supply of Services

2.1 IDEAglobal reserves the right to decline to supply any Service. A contract for the supply of any Service is only made when the End User is Authorised by IDEAglobal. IDEAglobal reserves the right to determine in its sole discretion whether the medium of delivery of the IDEAfax Services shall be by fax transmission or by access to the IDEAfax Site, as well as the right to change the medium of delivery from one to the other at any time during the Subscription. The Licensee and End User shall immediately take any action reasonably required by IDEAglobal to facilitate and implement such variation.

2.2 IDEAglobal grants the Licensee a non-exclusive and non-transferable licence to permit the End User to access and use the IDEAfax Services in accordance with these Terms. The rights of Licensee and End User to access and use the IDEAfax Services are limited to such licence. It is a condition of the supply of the Services that the End User does not use the Services as a "consumer" or equivalent in any jurisdiction where there may be laws relating to consumers or equivalent applicable to him. The End User must notify IDEAglobal if there is a breach of this condition.

2.3 The Licensee may only permit the End User to access and use the Services in the course of his duties as an employee of the Licensee in the course of the Licensee's business and for internal business purposes only, and will not permit any Service to be accessed by any other person. The Licensee is responsible for deciding whether any Service is suitable for its intended purpose or use by the End User.

2.4 The Licensee will not and procure that the End User does not:-

2.4.1 sell, resell, relay, distribute, redistribute, copy, publish or otherwise deal with or present or disclose to third parties any part of the Services, whether in the form received or in any other form and not transfer any part of the Services to an information distribution network or publication system whether external or internal;

2.4.2 permit the Services to be accessed or used by any person other than the End User;

2.4.3 make copies of the Services except by temporarily displaying them on a computer terminal or as otherwise permitted by IDEAglobal;

2.4.4 use, copy or transfer the IDEAfax Services except as permitted by these Terms;

2.4.5 allow any access to or use of the Services by any Competitor;

2.4.6 gain, cause or permit any unauthorised access to or use of the Services;

2.4.7 use the Services for any illegal purpose;

2.4.8 alter, tamper or interfere in any way with any aspect of the IDEAfax Site or Services, including the content, appearance and format thereof; or

2.4.9 permit others to do any of the above.

2.5 The Licensee will:-

2.5.1 procure that the End User does not disclose his I/D password to any person;

2.5.2 procure that the End User complies with any obligations and abides by any policies imposed by IDEAglobal via the IDEAfax Site or otherwise, and provides full and accurate information to IDEAglobal when so required.

2.6 On request, the Licensee or End User will supply I.D.E.A. with details of any computer on which the IDEAfax Services are accessed.

2.7 Access to and use of the Services may not be permitted in certain territories. The Licensee is responsible for ensuring that access to and use of the Services is lawful in the place in which access or use takes place and for complying with all laws and regulations applicable to the Services laid down by any government or other authority.

2.8 The Licensee agrees and acknowledges that, in providing the Services (and the information contained in them), IDEAglobal is not inviting the Licensee, End User or any other person to enter into (or offering to enter into) any agreement or arrangement relating to any security or other financial instrument or the exercise of any rights conferred by any security or other financial instrument.

2.9 The Licensee and End User agree and acknowledge that by completing (to the full extent required by IDEAglobal and submitting the Registration Form to IDEAglobal, whether electronically or by mail, fax or telephone, the End User shall be deemed to have accepted in full the Terms for IDEAfax Services and shall be bound thereby.

2.10 The headline window which is located on the IDEAfax Site does not form part of the IDEAfax Services and is supplied to users of the Site on a Free Trial basis only. Accordingly, the headline window shall not be included in any Subscription or as part of any Service and IDEAglobal shall be under no obligation to make this window available to the Licensee or End User or any user of the IDEAfax Site. The headline window may be varied in any way, replaced or discontinued by IDEAglobal at any time in its sole discretion.

3. Period of Subscription

3.1 Unless otherwise agreed, the period of each Subscription will begin on the date on which IDEAglobal Authorises the End User to receive a Service for which the Subscription has been requested, and will continue for one year ("the Initial Period"); thereafter, unless the terms of the Subscription specifically provide otherwise, the Subscription shall renew automatically for further periods of one year unless or until the Licensee or End User gives to IDEAglobal written notice of termination at least 90 days before the last day of the Initial Period or of any subsequent period, which termination shall only take effect at the end of the relevant period.

3.2 Subscriptions are also subject to termination as stated elsewhere in these Terms.

4. Payment & Subscription Rates

4.1 Unless otherwise agreed, the Subscription Fees for IDEAfax Services shall be as shown in IDEAglobal's price list (on the IDEAfax Site or otherwise) at the time the Subscription Fees are due. IDEAglobal reserves the right to differentiate its Subscription Fees to distinguish between new and existing users of IDEAglobal services, and between individual and corporate users, and any determination by IDEAglobal in either respect shall be final and binding. 

4.2 Notwithstanding the Subscription Fees published on the IDEAfax Site or otherwise, any Licensee or End User who receives or has received one or more other IDEAglobal product(s) or service(s) in any form during the 12 months prior to this Licence (an "Existing User") and then subscribes to any IDEAfax Service(s) under this Licence shall be charged a Subscription Fee not less than the aggregate subscription fees payable for the IDEAglobal product(s) or service(s) received prior to the Licence. Should an Existing User cancel any existing subscription(s) to other IDEAglobal product(s) or service(s), the Subscription Fee for any new Subscription to a Service shall be charged by IDEAglobal at the Existing User rate unless at least 12 months have elapsed between the cancellation of the existing subscription and the new Subscription. 

4.3 Unless otherwise agreed, Subscription Fees shall be due and payable in full annually in advance without set-off or deduction, within 15 days of invoice. Interest shall be chargeable daily on all overdue Subscription Fees at the rate of 15% per annum from date of invoice.

4.4 Subscription Fees and any other sums due to IDEAglobal are usually payable via an automatic debit to the Licensee's or End User's credit card account pursuant to the information provided in the Registration Form or in any Subscription Form. Alternatively, and by prior arrangement, IDEAglobal may agree to collect payment from the Licensee instead, in which case invoices must be paid by such method and within such time as IDEAglobal may specify on the invoice. Payment shall generally be due within 15 days of invoice date. Invoicing and collection of Subscription Fees may be undertaken by a third party appointed by IDEAglobal. In the case of End Users contracting with I.D.E.A Inc. invoices may refer to IDEAglobal Ltd and vice versa. Upon request, IDEAglobal may in its discretion agree to invoice End Users instead, in which case invoices must be paid within such period as IDEAglobal may specify. 

4.5 All sums due to IDEAglobal are exclusive of Goods and Services Tax, Value Added Tax, and any other use or sales taxes, duties, or levies imposed by any authority or government agency which may apply or be introduced from time to time which shall be charged therein in accordance with the relevant regulations in force at the time of providing the Service and shall be paid by the Licensee or End User. If a Licensee or End User is required by any tax authority to account for withholding tax (or similar duties or taxes) in respect of any Subscription Fees due to IDEAglobal, the amount of the Subscription Fees shall be grossed up so that IDEAglobal actually receives the amount which would have been payable had such withholding tax not been so accounted for.

4.6 IDEAglobal reserves the right at any time and without notice to alter the Subscription Fees for any of the IDEAfax Services within its sole discretion. Any Subscription Fees so altered shall become effective when they appear on the IDEAfax Site.

4.7 IDEAglobal reserves the right to monitor, via MIS systems or otherwise, all usage of the Services by the End User and other employees of the Licensee. If IDEAglobal identifies any instance in which a Service is or has been used or read by any person in addition to the End User, Subscription Fees for the additional number of users shall be charged by IDEAglobal to the Licensee. For these purposes, the Licensee shall, if so requested by IDEAglobal, certify to IDEAglobal within 14 days the number of regular users of the Service during the period specified in the request. If the number of users of a Service determined by IDEAglobal exceeds the number of users stated in the certificate, Subscription Fees shall be based on the higher number of users. Any determination by IDEAglobal in this regard shall be binding upon the Licensee.

4.8  Notwithstanding the termination clauses of the Subscription as stated elsewhere in these Terms, if IDEAglobal identifies any instance in which a Service is or has been used or read for any reason and by any means, by any person linked with the Licensee, be it the End User or any employees of the Licensee after the termination of the Subscription, the Subscription shall be deemed as continuing from the contractual termination date as previously determined by IDEAglobal and IDEAglobal reserves the right to apply the Subscription Fee accordingly. Any determination by IDEAglobal in this regard shall be binding upon the Licensee.

4.9 Unless otherwise stated in these Terms, no refund of any Subscription Fees paid in advance will be made to the Licensee or End User in any circumstances.

5. Delivery & Equipment

The Licensee will be responsible for the provision and maintenance of the necessary telecommunications lines and equipment to enable the Licensee and End User to access and receive the Services from IDEAglobal.

6. Availability of Services

6.1 IDEAglobal will use reasonable endeavours to make the IDEAfax Services available at all times whilst Subscriptions are current. 

6.2 The End User shall, without prejudice to restrictions on free trial permissioning contained in the IDEAfax Site, only be permitted to receive one Free Trial of Service(s) within any calendar year during the Licence, which Free Trial shall consist of either one Service or of multiple Services concurrently. The Licensee shall procure that the End User does not apply for or receive any additional Free Trials of any Service within that period.

6.3 IDEAglobal reserves the right at any time and without notice to replace, vary or modify in any manner the contents, functionalities or manner of presentation of any IDEAfax Service or sources used in compilation thereof or the IDEAfax Site or to discontinue any of the Services within its sole discretion.

6.4 Any Licensee or End User who subscribes during the Licence, or who has subscribed within the last 12 months, to any IDEAglobal service(s) other than IDEAfax Services, shall only be permitted to swap or transfer to the IDEAfax Service(s) with the written authorisation and consent of IDEAglobal's Business Management Unit in Singapore.

  1. The End User
  2. 7.1 The Licensee shall be fully responsible to IDEAglobal for any acts of the End User and any other persons who cause the Licensee to be in breach of these Terms, whether or not the End User is acting in the course of his/her duties. The End User shall be deemed to be the duly authorised agent of the Licensee in all his/her dealings with IDEAglobal with regard to the IDEAfax Site and the Services. 

    7.2 The Licensee warrants and represents to IDEAglobal that the End User is acting with the full and explicit authority of the Licensee and that the End User has full authority and capacity to complete and execute the Registration and Subscription Forms and to request any Subscription on the Licensee's behalf. The Licensee shall accordingly be bound by these Terms.

    7.3 The Licensee and the End User both warrant that the End User has the expert skill and judgement necessary for the use and interpretation of the Services, and that the End User is authorised to subscribe to the Services.

    7.4 The Licensee and End User warrant and represent to IDEAglobal that neither Licensee nor End User receives or has received any IDEAglobal service(s) in any form during the 12 months prior to this Licence or any Subscription hereunder. Should IDEAglobal determine at any time that Licensee or End User receive or have received any IDEAglobal service(s) in any form during the 12 months prior to this Licence or any Subscription under this Licence, IDEAglobal shall in its sole discretion, and without prejudice to its other remedies under these Terms, be entitled to regard the Licensee or End User as an Existing User under Clause 4.2 and to charge Subscription Fees for Services accordingly, or any difference between the Existing User rate and any Subscription Fee already charged, to the Licensee or End User with effect from the beginning of the Subscription.

    7.5 The Licensee and End User confirm and acknowledge that IDEAglobal shall be entitled to contact, whether by email or in any other form, any persons named as contacts in the Registration Form by the End User, and to provide or distribute to these persons any information or marketing material relating to IDEAglobal products as IDEAglobal may in its sole discretion see fit. The Licensee and End User further authorise IDEAglobal to make full use of the name(s) of the Licensee and/or End User during such contact, including use of the Licensee or End User's names in connection with the recommendation or endorsement of any IDEAglobal product.

  3. Inspection

The Licensee will permit IDEAglobal and its representatives, or procure that IDEAglobal is permitted, to enter into any premises from where the End User accesses or uses the IDEAfax Site or Services and on not more than 24 hours prior written notice have access to and make copies of the books, records and computers at such premises for the purpose of ensuring that the provisions of these Terms are being complied with.

9. Security

The Licensee will be solely responsible for all internal and external security relating to access to the IDEAfax Site or use or receipt of the Services, including the installation of such firewalls as it considers necessary. IDEAglobal will take no responsibility whatsoever for breaches of security caused by any person, whether through any connection to the IDEAfax Site, to a third party or otherwise.

10. Confidentiality

The Licensee agrees to keep confidential and not disclose to any person and will procure that the End User will keep confidential and not disclose to any person any information supplied by IDEAglobal (whether oral or written), including confidential information relating to the IDEAfax Site or the Services. This provision shall not apply to information which (i) is or comes into the public domain other than through the fault of the Licensee or End User, (ii) the Licensee or End User can show was lawfully in its possession prior to disclosure, (iii) the Licensee or End User can show becomes known to the Licensee or End User after disclosure from a third party without an obligation of confidentiality. This provision shall survive termination of the Licence.

11. IDEAglobal services taken elsewhere.

Nothing in these Terms shall affect other contracts with IDEAglobal or third parties for IDEAglobal services or other services and sums payable under these Terms are in addition to other sums already paid or payable by the Licensee or End User for IDEAglobal services or other services.

12. Intellectual property rights

12.1 The copyright and all other rights in the Services are the property of IDEAglobal or its suppliers and accordingly the End User shall obtain no copyright or other rights in the Services. 

12.2 The Licensee and End User acknowledge that the permission to use those copyright works is limited to the rights expressly conferred by these Terms and the Registration Form.

13. Liability and indemnity

13.1 THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" ON THESE STANDARD TERMS AND CONDITIONS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, PARTICULARLY AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES. THE SERVICES ARE ACCESSED THROUGH THE IDEAFAX SITE BY THE LICENSEE OR END USER ENTIRELY AT THEIR OWN RISK AND IDEAglobal ACCEPTS NO LIABILITY OF ANY NATURE. 

13.2 IDEAglobal ACCEPTS NO LIABILITY OR RESPONSIBILITY FOR THE CONTENT OF ANY THIRD PARTY SERVICES OR DATA SUPPLIERS, OR FOR ANY THIRD PARTY SOFTWARE.

13.3 IDEAglobal DOES NOT UNDERTAKE, WARRANT OR REPRESENT THAT:-

13.3.1 ACCESS TO, POSSESSION OF OR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR TERRITORY OR THAT THE LICENSEE OR END USER IS ENTITLED TO ACCESS, POSSESS OR USE ANY SUCH INFORMATION, OR

13.3.2 THE SERVICES ARE OF ANY PARTICULAR QUALITY OR OF A QUALITY ADEQUATE TO THE LICENSEE OR END USER OR SUITABLE FOR ANY PARTICULAR PURPOSE (IMPLIED OR EXPRESS), OR

13.3.3 IT IS UNDER ANY OBLIGATION TO PROVIDE ANY ASSISTANCE OR CUSTOMER SUPPORT TO THE LICENSEE OR END USER FOR USE OF THE SERVICES OR ANY IDEAglobal WEBSITE, INCLUDING THE IDEAFAX SITE.

13.4 IDEAglobal AND ALL IDENTIFIED THIRD PARTY DATA SUPPLIERS ("DATA SUPPLIERS") OBTAIN INFORMATION FOR THEIR ANALYSIS AND FORECASTS FROM SOURCES WHICH THEY CONSIDER RELIABLE, BUT NEITHER IDEAglobal NOR ANY DATA SUPPLIERS GUARANTEE THE ACCURACY OR COMPLETENESS OF THEIR ANALYSES AND FORECASTS, OR ANY INFORMATION CONTAINED THEREIN, OR THEIR SUITABILITY FOR THE PARTICULAR PURPOSE INTENDED BY THE LICENSEE OR END USER.

13.5 THE USE AND INTERPRETATION OF THE INFORMATION, ANALYSES AND FORECASTS CONTAINED IN THE SERVICES REQUIRE FINANCIAL SKILL AND JUDGEMENT. THE LICENSEE WARRANTS THAT BOTH IT AND THE END USER HAVE SUCH SKILL AND JUDGEMENT AND SHALL BE SOLELY RESPONSIBLE FOR ANY OPINIONS, RECOMMENDATIONS, FORECASTS OR OTHER COMMENTS MADE OR ACTIONS TAKEN BY EITHER OF THEM BASED ON SUCH INFORMATION, ANALYSES AND FORECASTS.

13.6 ALTHOUGH IDEAglobal USES REASONABLE EFFORTS TO MAINTAIN THE IDEAFAX SITE AND SERVICES, IDEAglobal WILL NOT BE LIABLE TO THE LICENSEE OR END USER (AND NOR WILL ANY REFUND OF SUBSCRIPTIONS BE DUE) FOR ANY DELAY IN DELIVERY OR NON-DELIVERY OF THE SERVICES OR FOR LOSS OR DAMAGE ARISING OUT OF ANY INTERRUPTION OR FAULTS BEYOND IDEAglobal's CONTROL IN THE SUPPLY OF THE SERVICES, INCLUDING IN PARTICULAR NON-RECEIPT OF THE SERVICES BECAUSE OF FAILURE ON THE PART OF ANY THIRD PARTY TO DELIVER ANY PART OF THE SERVICES OR FAILURE OF EQUIPMENT USED BY LICENSEES AND END USERS TO RECEIVE THE SERVICES.

13.7 ALL CONDITIONS WARRANTIES AND REPRESENTATIONS EXPRESSED OR IMPLIED BY STATUTE COMMON LAW OR OTHERWISE IN RELATION TO ANY ASPECT OR PART OF THE SERVICES ARE EXCLUDED AND IN NO EVENT SHALL IDEAglobal OR ANY DATA SUPPLIER BE LIABLE FOR ANY NEGLIGENCE OR TORTIOUS LOSS OR ANY LOSS OR DAMAGE (WHETHER DIRECT OR CONSEQUENTIAL, FORESEEN OR UNFORESEEN INCLUDING LOSS OF PROFIT OR OTHER ECONOMIC LOSS) ARISING OUT OF A SERVICE OR ANY PART OF IT. IN THE EVENT THAT ANY EXCLUSION OR DISCLAIMER OR OTHER PROVISION IS INVALID, THE LIABILITY OF IDEAglobal AND ANY DATA SUPPLIER TO A LICENSEE OR END USER IN EACH YEAR OF A SUBSCRIPTION IN RESPECT OF ANY CLAIM ARISING OUT OF OR PERTAINING TO THE SERVICES OR ANY MATTER RELATING TO THEM WHETHER OR NOT UNDER THE LICENCE OR THESE TERMS SHALL BE LIMITED TO THE SUBSCRIPTION PAID TO IDEAglobal BY THE LICENSEE OR END USER FOR THAT SERVICE IN RESPECT OF SUCH YEAR (AND SHALL BE NIL IF NO SUBSCRIPTION IS PAID). NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR PERTAINING TO THE SERVICES OR ANY MATTER RELATING TO THEM MAY BE BROUGHT BY THE LICENSEE OR END USER UNLESS THE LICENSEE OR END USER HAS PROVIDED TO IDEAglobal WRITTEN NOTICE OF THE CLAIM WITHIN THREE MONTHS OF THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

14. Termination

14.1 IDEAglobal will have the right at any time in its sole discretion to terminate the Licence and all Subscriptions with immediate effect on giving written notice to the Licensee if:

14.1.1 the Licensee goes into liquidation (other than a solvent voluntary liquidation for the purposes of an amalgamation or reconstruction) or is declared bankrupt;

14.1.2 the Licensee is unable to pay its debts when they fall due;

14.1.3 the Licensee has a receiver or liquidator or a judicial manager (or administrator) appointed or judicial management (or administration) order made over or in respect of its assets; 

14.1.4 the Licensee enters into or proposes to enter into any voluntary arrangement with creditors;

14.1.5 the Licensee is the subject of an event analogous to the above in any jurisdiction; 

14.1.6 the End User continues to receive the Services after ceasing to be an employee of the Licensee or otherwise ceases to fulfil the criteria for being permitted to receive the Services specified by IDEAglobal from time to time;

14.1.7 the Licensee is or becomes a Competitor of IDEAglobal or if the Licensee or End User allows access to or use of the Services to any Competitor; or

14.1.8 the Licensee or End User breaches any of these Terms.

14.2 In addition to other rights in law, IDEAglobal reserves the right at any time and without notice or compensation to withdraw the End User's I/D Password and/or to discontinue the End User's access to or receipt of the Services or any Service if:-

14.2.1 the Licensee or End User has given any untrue or inaccurate information upon which IDEAglobal relied in agreeing to supply a Service or if there is any subsequent change in the status of the Licensee or End User thereafter; 

14.2.2 IDEAglobal is unable for any reason to obtain payment of any Subscription Fees when due; or

14.2.3 IDEAglobal terminates the right of the Licensee or End User to use the IDEAfax Service or to receive any Service through the IDEAfax Site.

14.3 IDEAglobal shall have the right to terminate any Subscription immediately and without notice for any reason in addition to the above, in which case IDEAglobal will reimburse any part of the current Subscription Fee that relates to the period after termination calculated on a daily basis.

14.4 Upon termination of a Subscription, regardless of the reason or manner of termination, the Licensee and End User shall destroy and/or deliver up all copies of any part of the Service to which the Subscription relates in its possession and if stored on a hard disk, erase the same and certify to IDEAglobal that this has been done. The Licensee shall continue to pay for Subscriptions until such certification has been delivered to IDEAglobal

14.5 Upon the termination of the Licence, regardless of the reason or manner of termination, the Licensee and End User agree to:-

14.5.1 cease using the Services forthwith (use after termination being deemed unlawful); provided that IDEAglobal reserves the right to consider the Subscription as continuing from the date of termination of the Subscription and apply the Subscription Fee accordingly if IDEAglobal identifies any instance in which a Service is or has been used or read for any reason and by any means, by any person linked with the Licensee, be it the End User or any employees of the Licensee after termination. Any determination by IDEAglobal in this regard shall be binding upon the Licensee.

14.5.2 delete and/or at IDEAglobal's option deliver up all copies of the Services in its possession, without keeping copies, and to certify to IDEAglobal in writing that this has been done, provided that the Licensee shall continue to pay for Subscriptions until such certification has been delivered to IDEAglobal;

14.5.3 permit IDEAglobal and its representatives to enter into any premises of the Licensee for the purpose of deleting or removing all copies of the Services (for which purpose the Licensee will identify to IDEAglobal all computers which have or had access to the IDEAfax Site) and/or verifying that the Licensee and End User have complied with the provisions of this clause; and/or

14.5.4 pay to IDEAglobal all sums due up to the end date and any sums due under Clause 14.5.2.

14.6 Termination of a Subscription shall not affect any obligations by either party to the other which are outstanding as at the effective date of termination nor any of the provisions of these Terms or the Registration Form which are expressed to survive termination.

15. Indemnity

15.1 The Licensee shall indemnify and hold I.D.E.A., its subsidiaries, related and associated companies harmless from any suits, claims or demands by the End User or any third party, including any subsidiary, related or associate companies, arising directly or indirectly out of:

15.2 The Licensee will indemnify and hold IDEAglobal, its subsidiaries, related and associated companies harmless from all suits, claims, demands, causes of action, losses, damages, costs, expenses, or liabilities of any nature (including attorney's fees) incurred by any of them arising out of any breach by the Licensee or End User or any third party of the Licence or any of these Terms.

16. Password Disclosure

16.1 If, at any time, the End User loses or forgets his password or discovers or suspects that his password has been disclosed or is otherwise known to any other person, the End User shall immediately notify IDEAglobal using the contact details on the IDEAfax Site (or at any such address as IDEAglobal may notify to the Licensee or End User) and shall confirm such notice in writing to IDEAglobal within seventy-two hours. IDEAglobal will assign a new password within a reasonable period of time. Reissue and reactivation of such passwords may be subject to IDEAglobal's standard charges. The Licensee shall continue to be liable for:- 

16.1.1 current Subscriptions even though the End User is unable to use the Services because his password is lost or forgotten; or

16.1.2  new Subscriptions to Services taken out as a result of the End User's password being disclosed or otherwise known to any other person, whether or not the fault of the Licensee or the End User.

16.2 If the End User discloses (whether knowingly or not) a password to another person who uses that password to access a Service which the Licensee or End User is already authorised to receive, IDEAglobal shall be entitled to charge to the Licensee a Subscription Fee for the Service in respect of that other person.

17. Monitoring

17.1 The Licensee and End User acknowledge and agree that IDEAglobal has the right to monitor, store on computer, process and use in any way all information provided during registration and any and all information transmitted or received through the IDEAfax Site. IDEAglobal may in its sole discretion and without further notice review, censor or prohibit the transmission or receipt of information which IDEAglobal deems inappropriate or that violates any law or any term or condition of these Terms or the Registration Form.

17.2 The Licensee and End User specifically acknowledge that IDEAglobal has the right to monitor, store, process and use in any way all information relating to the End User's usage of the Service(s) and all information relating to billing of Subscription Fees for the Service(s) for the duration of the Licence.

18 Third Party Software and Websites

18.1 Any third party software accessed through the IDEAfax Site is supplied strictly subject to and in accordance with the third party's standard software licence terms and conditions, available from the third party. Where the use of such third party software is subject to the terms of any licence agreement, the Licensee and End User shall comply with all requirements and terms of the licence agreement and/or complete and submit any documents required. as specified in such licence. If Licensee or End User fail to accept the terms of the licence agreement or to comply with the terms thereof or to pay any relevant licence fee, the use of such software shall not be permitted. The Licensee agrees that third party software is warranted only in accordance with the terms of any third party licence agreement governing its supply and not by IDEAglobal .

18.2 Links from the IDEAfax Site to any third party website (outside the control of IDEAglobal) are accessed at the Licensee's and End User's own risk and IDEAglobal make no representations and bears no liability or responsibility for use of these websites or the contents thereof, including any software downloaded from such websites.

18.3 Ownership of any third party trademarks or logos used on the IDEAfax Site or in the IDEAfax Services in relation to third party software or third party websites shall remain vested in the third party and subject to licence agreements, and does not imply endorsement by the third party of the IDEAfax Site or IDEAglobal Services.

19. Enforceability

If any part of these Terms is held by a court of competent jurisdiction to be unenforceable, the validity of the remainder of these Terms will not be affected.

20. Assignment

20.1 The Licence and the I/D Password(s) issued to the End User may not be assigned or disclosed to any other party without the prior consent in writing of IDEAglobal 

20.2 IDEAglobal shall be entitled to assign any Subscription to any associated company and upon being notified of such an assignment the Licensee agrees to treat such Subscription with effect from the date of assignment as being entered into for all purposes between the Licensee and such associated company.

21. Force Majeure

IDEAglobal shall not be liable for failure to perform or delay in performing any obligation if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to any strikes, acts of God, war, riot, civil commotion, compliance with any law or government order, rule, regulation or directions which comes into force after the date of the Licence.

22 Waiver

No failure to exercise or delay in exercising any right by IDEAglobal shall operate as a waiver of such right and no exercise of any right shall preclude a further exercise of such right.

23. Legal Fees

Without prejudice to any other relief or rights to which it is entitled, IDEAglobal may claim from the Licensee or End User all sums incurred, including those incurred as a result of appointing lawyers, in enforcing any provisions of these Terms, including the non-payment of Subscription Fees.

24. Amendments

The Licensee and End User hereby agree to be bound by such amendments as IDEAglobal in its sole discretion may make to these Terms from time to time. In such an event, IDEAglobal shall use reasonable endeavours to notify the Licensee and End User of such amendments. Notice of these amendments made available by posting on the IDEAfax Site or by email shall (without prejudice to other methods of notification) be deemed duly given with immediate effect. If (and only if) a law other than that of Singapore applies and entitles the Licensee or End User to give notice of objection or similar, the Licensee or End User will be deemed to have accepted the Terms if he does an act which reaffirms his Subscription or if no notice is received within the minimum period specified under the relevant law.

25. Notices

Notices will be deemed to be duly given if delivered personally or sent by first class air mail post or sent by fax, except that notices of cancellation of Subscriptions by the Licensee or End User shall be in hard copy and shall be sent by any of such means except email. Notices sent by email by IDEAglobal will also be deemed duly given. Notices will be deemed to have been duly given at the time of delivery in the case of notices delivered personally, within 5 days of posting in the cases of notices sent by first class air mail and at the time of sending in the case of emails and faxes. Notices sent by email shall not be deemed delivered unless the sender can demonstrate that the email has been delivered by an Internet service provider. The address for delivery of notices on IDEAglobal Ltd is 9 Temasek Boulevard, #42-01, Suntec City Tower Two, Singapore 038989. The address for delivery of notices on I.D.E.A. Inc. is 140 Broadway, New York, N.Y. 10271, U.S.A. 

26. Proper law and jurisdiction

The place where Subscriptions and these Terms are made and come into effect is Singapore (the State of New York, where I.D.E.A. Inc. is the contracting party) . They shall be governed by the laws of Singapore (the State of New York, where I.D.E.A. Inc. is the contracting party) and the Licensee and End User agree to submit to the non-exclusive jurisdiction of the Singapore Courts (Courts of the State of New York, where I.D.E.A. Inc. is the contracting party). The language applicable to Subscriptions, these Terms and any proceedings will be English.

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