Terms and Conditions- Technical Annex
THE TERMS AND CONDITIONS OF ACCESS AND USE CONTAINED IN THIS AGREEMENT (THIS “AGREEMENT”) CONSTITUTE THE TERMS AND CONDITIONS PURSUANT TO WHICH THE CHANDLER INSTITUTE OF GOVERNANCE (“CIG”) WILL ENABLE AND ALLOW YOU (“YOU” OR “USER”) TO ACCESS AND USE ONE OR MORE OF CIG’S PROPRIETARY INDICES AND RELATED MATERIALS, AS FURTHER DESCRIBED BELOW. THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK ON A BUTTON OR CHECK BOX TO INDICATE YOUR AGREEMENT WITH THESE TERMS (THE “EFFECTIVE DATE”). IF YOU DO NOT AGREE TO THESE TERMS DO NOT CLICK THE BUTTON OR CHECK BOX. IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY, SUCH AS THE AGENCY OR COMPANY YOU WORK FOR, YOU REPRESENT TO CIG THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY. CIG RESERVES THE RIGHT TO UPDATE THESE TERMS AT ITS SOLE DISCRETION. IN SUCH CASE, CIG WILL POST AN UPDATED VERSION OF THIS AGREEMENT ON THIS SITE, AND USER’S CONTINUED USE OF THE INDICES FOLLOWING SUCH POSTING SHALL CONSTITUTE AGREEMENT BY USER TO SUCH UPDATED TERMS.
1. GRANT OF RIGHTS.
1.1. Access License. This Agreement pertains to the Chandler Good Government Index (“Index”) and any related technical annexes, data, reports or other materials (“Index Materials”) made available through this site or otherwise made available to You (the “User”) by CIG or another party authorized by CIG. Subject to the terms and conditions of this Agreement, CIG hereby grants to User, and User hereby accepts, a limited, personal, revocable, nonexclusive nontransferable worldwide license to access online, and download a single copy of the Index and Index Materials, and to use the Index and Index Materials as set forth in Section 1.2 below.
1.2. Restrictions and Publications. User may use the Index and Index Materials only for its own internal, non-commercial purposes (subject to certain exceptions referenced below). Without limiting or derogating from the generality of the foregoing, User shall not, without CIG’s prior written consent: (i) sell, loan, lease, rent, sublicense, distribute, disclose, publish, assign, commercially share, or otherwise transfer or purport to transfer, any rights in the Index or Index Materials; (ii) use the Index or Index Materials for any consulting engagements or other for profit engagements or otherwise derive any financial gain from its use of the Index or Index Materials; (iii) modify, or create any derivative works of, or based on, the Index or Index Materials; (iv) use the Index or Index Materials in any manner inconsistent with the provisions of this Agreement; or (v) do or permit to be done, anything that may adversely affect CIG or CIG’s licensors’ right, title or interest in or to the same. Notwithstanding the foregoing limitations, CIG agrees that User may use the Index and Index Materials in connection with any academic study undertaken by User and, subject to Section 5, the creation and publication of any articles or reports, or any non-profit public lectures, related to or deriving from such study, or otherwise incorporating any Index data, provided that such articles, reports or lectures include appropriate attributions and acknowledgments identifying CIG and the Index as the source of any related data or other information, and CIG’s rights therein. Additionally, and notwithstanding the foregoing limitations, User may the change the weights of the Index indicators (either manually or using tools available on CIG’s website) to create a custom index of its own utilizing CIG’s proprietary methodology and, subject to Section 5, to use and publish infographics or charts generated by CIG’s website tools in connection therewith, provided that: (a) such activity is only for non-commercial purposes; (b) User includes an attribution indicating that the custom index is based on CIG’s proprietary methodology for the applicable Index that was used as a basis for the custom index; and (c) CIG shall bear no responsibility regarding the accuracy or reliability of any such results.
1.3. Ownership. User acknowledges and agrees that title and ownership of all proprietary rights, including any copyright, patent, trade secret, trademark or other intellectual property rights, in and to the Index and Index Materials, including, without limitation, all related data and content, any enhancements or modifications thereto, and any other feature or component thereof, is and will at all times remain the exclusive property of CIG and its licensors, and CIG and its licensors retain all right, title and interest in and to the Index and Index Materials that are not specifically granted to User hereunder. User will not remove or obliterate any copyright, trademark or proprietary rights notice of CIG or its licensors from the Index and Index Materials and will reproduce all such notices on any authorized copies thereof.
1.4. Service Modifications and Support. CIG may, at its sole option and discretion, modify, change or discontinue access to the Index and Index Materials. User acknowledges and agrees that no support or other services of any kind are or will be provided in connection with the Index or Index Materials.
2. WARRANTY DISCLAIMER. To the fullest extent permitted by applicable law, CIG and its licensors disclaim any and all warranties, express, implied or statutory, including, without limitation, the implied warranties of merchantability, quality, fitness for a particular purpose, title and non-infringement. The Index and Index Materials are provided “as is,” “where is”, and “as available”, without warranty of any kind. Without limiting or derogating from the generality of the foregoing, CIG does not warrant that the Index or Index Materials will meet User’s requirements or be error-free. User’s use of, and reliance upon, the Index and Index Materials shall be entirely at User’s sole risk.
3. INDEMNIFICATION. User shall indemnify, defend and hold harmless CIG and its directors, officers, employees, agents, successors, contractors and permitted assigns (the “CIG Indemnitees”) from and against any and all third party losses, claims, damages, demands, liabilities, actions and related expenses (including reasonable attorneys’ fees) incurred by the CIG Indemnitees arising out of or resulting from: (i) User’s use of the Index or Index Materials; (ii) any breach by User of its obligations under this Agreement; or (iii) the negligence or intentional misconduct of User or any of its employees, contractors, agents or representatives.
4. LIMITATION OF LIABILITY. In no event will: (i) CIG be liable for special, indirect, exemplary, incidental or consequential damages (including, without limitation, lost profits, business interruption, and loss or inaccuracy of information), regardless of the form of action, even if the claim was reasonably foreseeable or if CIG was advised of the possibility of such damages; or (ii) CIG’s aggregate liability under any and all claims arising out of this agreement exceed one thousand Singapore dollars (SG$1,000.00). The existence of one or more claims will not enlarge the foregoing limit. User acknowledges that CIG would not enter into this Agreement without these limitations of liability.
5. CONFIDENTIALITY. Except as expressly permitted in this Agreement, User shall hold in confidence and not use or disclose any materials or information disclosed by CIG that are confidential or proprietary to CIG, or which may be reasonably regarded as the confidential information of CIG, including, but not limited to, the Index and Index Materials, and CIG’s methodology for creating the Index (“Confidential Information”). User will treat CIG’s Confidential Information with at least the same degree of care it uses to prevent unauthorized disclosure or use of its own Confidential Information, but in no event less than reasonable care. The foregoing restrictions will not apply to any information or materials to the extent that User can prove that such information or materials: (i) are now, or later become, through no act or failure to act on the part of User, generally known or available to the public; (ii) are known by User at the time of disclosure as evidenced by its records; (iii) are furnished to User by a third party, as a matter of right and without restriction on disclosure; (iv) are independently developed by User without any breach of this Agreement; (v) are the subject of a written permission provided by CIG to disclose; or (vi) are disclosed in response to a valid order of a court or other governmental body.
6. TERM AND TERMINATION.
6.1. Term. Unless terminated earlier in accordance with this Agreement, the term of this Agreement commences on the Effective Date and continues for as long as User continues to exercise its rights hereunder or otherwise makes any use of the Index.
6.2. Termination. This Agreement may be terminated earlier by either party on thirty (30) days’ written notice to the other party if the other party breaches any material obligation hereunder and such breach is not cured within such thirty (30) day period, unless such breach cannot be cured, in which case this Agreement will immediately terminate upon notification of termination. Further, without prejudice to any other rights to which it may be entitled, CIG may: (i) immediately terminate by written notice User’s license without liability based on CIG’s reasonable belief that User is using the Index or Index Materials in violation of any applicable law, ordinance or regulation; and (ii) give notice in writing to User terminating this Agreement for convenience, subject to ninety (90) days’ written notice.
6.3. Effects of Termination and Survival. Promptly upon termination, User will cease all access to and use of the Index and Index Materials and will return to CIG or destroy any copies of the Index and Index Materials or of any other Confidential Information of CIG as it may have in its possession, and certify in writing to CIG that it has complied with the foregoing obligations. The following sections will survive any termination or expiration of this Agreement: 1.3, 2, 3, 4, 5, 6.3 and 8.
7. TRADEMARKS AND TRADEMARK LICENSE. User’suse of CIG’s identity, trademarks and logos will be subject to CIG’s express written consent and in accordance with CIG’s policies in effect from time to time. Notwithstanding the foregoing: (i) User may be required to disclose CIG’s name and this transaction by law or regulation and in such an event, CIG acknowledges that CIG’s consent is not required and such disclosure is not a breach of any confidentiality provision; and (ii) CIG hereby grants to User a limited, non-exclusive, non-transferable license to use CIG’s trademarks, service mark, logo or other indicia of origin as they appear on CIG’s website or the Index (collectively, the “Marks”) for the sole and exclusive purpose of fulfilling its attribution and acknowledgment obligations under this Agreement. User shall not use any other trademark or service mark in combination with any Mark. User shall not use the Marks, CIG’s name, or any other trade name, trademark or service mark of CIG or any of its affiliates in a manner that indicates or is likely to indicate that CIG or any of its affiliates is the source of or sponsors or otherwise approves or endorses User, its products or services or any other products or services. User shall not use the Marks in any manner that could cause confusion. User shall adhere to CIG’s instructions on proper use (and discontinuance of use) of the Marks as CIG may communicate to User from time to time. User shall use its best efforts to protect the goodwill and reputation of CIG, its affiliates, the Index, the Index Materials and the Marks in connection with User’s use of the Index, Index Materials and the Marks under this Agreement.
8.2. Assignment. User may not transfer or assign this Agreement, or any rights or obligations granted hereunder, by operation of law, change of control, or otherwise, without the prior written consent of CIG, which consent will not be unreasonably withheld. Any attempted assignment or transfer in violation of the foregoing will be null and void.
8.3. Governing Law and Dispute Resolution. This Agreement will be governed and interpreted in accordance with the laws of Singapore, without giving effect to principles of conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sales of Goods is specifically excluded from application to this Agreement. You agree that any dispute between You and CIG arising out of or relating to this Agreement or the Index or Index Materials (collectively, “Disputes”) will be governed by the following procedure:
8.3.1. Before filing a claim against CIG, You agree to try to resolve the Dispute informally by contacting CIG. If a dispute is not resolved within thirty (30) days after submission, You or CIG may bring a formal proceeding.
8.3.2. Subject to Section 8.4, any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one arbitrator and the language of the arbitration shall be English.
8.3.3. You may only resolve Disputes with CIG on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under this Agreement.
8.3.4. In the event that the above agreement to arbitrate is found not to apply to You or Your claim, subject to Section 8.4, You and CIG irrevocably agree that the courts of Singapore shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) arising out of or in connection with this agreement, including any question regarding its existence, validity, formation or termination. For these purposes, the parties irrevocably submit to the jurisdiction of the Singapore courts.
8.4. General. The parties acknowledge and agree that a material breach of this Agreement adversely affecting CIG’s proprietary rights may cause irreparable harm to CIG for which a remedy at law would be inadequate and that CIG will be entitled to seek injunctive relief from any court of competent jurisdiction, in addition to any remedies it may have hereunder or at law. Apart from any payment obligations, the parties will not be liable for any failure to perform due to causes beyond its reasonable control. The parties are independent contractors and this Agreement will not be construed as a joint venture.
Agreement version date: April 23, 2021