Subscription Agreement

This Subscription Agreement is made between Dart Institute Pte Ltd (“Dart” or "SSON Analytics") and you, as a Premium Subscriber to SSON Analytics’s Online Services.  It sets forth the terms and conditions on which we agree to make available, and you agree to access and use, the SSON Analytics Website, including additional services and content available only to our Premium Subscribers.  In addition to his Agreement, you also remain bound by SSON Analytics’ Terms of Use, which are incorporated herein by reference as if fully set forth.  

DEFINITIONS 

Capitalized terms not defined herein shall have the same meaning as set forth in SSON Analytics’ Terms of Use.

1. PREMIUM AND CORPORATE USE

1.1 Users may subscribe as a Premium User or a Corporate User.  Both Premium and Corporate Users will be able to access all levels of data in the visual analytics workbooks, query the entire data base using Dart’s data tools and receive the weekly update emails.  

1.2 Premium User – This is a Premium Account for an individual user.  The individual must register for the Website with a Valid Email and pay the Fee for a Premium User.

1.3 Corporate User – This is a Premium Account for a company, allowing a specified number of employees of that company to access Premium services.  The company must register on the Website with a Valid Email and pay the Fee for a Corporate User.  In addition to the company’s registration, each individual designated user on the account must register with a Valid Email, and all emails on the corporate account must have the same corporate extensions. 

1.4 SSON Analytics reserves the discretion to accept or deny any application for a Premium or Corporate Account.  If your application is denied, your credit card will not be charged.

1.5 The Accounts may be used only by and for the benefit of the person or persons registered for such Premium Account.  Under no circumstances may a Premium or Corporate User allow a third-party to access the Website under that User’s account.

1.6 SSON Analytics will provide each Premium or individual Corporate User with a user ID and password to enable you to access otherwise restricted areas of the Website, Materials and Online Services.  You (and, in the case of Corporate Users, each individual user You designate in addition to the company) must ensure that such user ID and password are kept confidential.  User ID’s are not be shared with any third party. You understand and agree that you will be held responsible for any access or use of the Website, its Materials and its Online Services using such ID and password.  

1.7 We reserve the right to disable your ID and password at any time, in our sole discretion, without notice or explanation. This suspension is in addition to all other remedies available to us at law.  Your sole remedy for such disabled access, and only in cases where it is determined that such access was disabled without a breach or threatened breach by You of this Agreement or the Terms of Use, is an extension of your subscription by the amount of time access was disabled.  

2. FEES/PAYMENT/RENEWAL TERMS

2.1 All subscription terms are for 12 months. 

2.2 Current Premium Fees are U.S. $5,500 per year for individual Practitioner Premium Users. For Vendor Corporate Packages, please email info@sson-analytics.com.

2.3 Fees quoted above are for payment by a valid credit card at the time of registration. Where a credit card is not available, an invoice can be raised upon request and payment can be made via bank transfer. Payments via invoice will be subject to an additional USD $99 service charge. Fees must be paid in full in order to receive access to Premium content.  

2.4 SSON Analytics reserves the right to change the Fees at any time upon notice being given via an update on the Website, and such new Fees will take effect in the next billing cycle for the Premium or Corporate User (User is paying Fees on an annual basis, the new Fee structure will take effect in the next annual billing cycle).  

2.5 Your purchase may be subject to foreign exchange fees or differences in prices due to credit card or bank fees.

2.6 Your subscription will be automatically renewed for another 12 month term via a charge to the credit card provided at registration, on an annual basis. 

2.7 You authorize us to store and continue billing the credit card provided for renewals and additional services you may authorize, in order to avoid interruptions in your service, and to facilitate easy payment for new services.  You acknowledge your responsibility to keep the credit card information supplied to us up-to-date.

3. ADDITIONAL TERMS FOR CORPORATE ACCOUNTS

3.1 Corporate accounts must all contain the same email extensions/domains. For example: John.Doe@abcdefg.com, Jane.Doe@abcdefg.com.

3.2 Corporate accounts must have a minimum of four users at the same company. You may opt to add additional Users after registration; if you choose to do so, the applicable per-user fee will be charged to the credit card supplied at registration and new User IDs and passwords will be supplied for the additional User(s). 

3.3 An account manager must be nominated at registration, and that account manager will be responsible for the management of all other Users for that Corporate Account.  It is the responsibility of the account manager to manage access for all Users under the Corporate Account, to ensure their information is entered and maintained correctly, and to ensure the Users comply with the terms of this Agreement and SSON Analytics’s Terms of Use.

3.4 SSON Analytics reserves the right to terminate or suspend an entire Corporate Account if any individual User under such account breaches the obligations of this Agreement or the Terms of Use. 

4. NON-RENEWAL/ CANCELLATION

4.1 All subscriptions are non-refundable through the 12 month term of the subscription and there are no refunds or credits for cancellation or for partially used periods.  You may cancel your subscription at any point by logging into your account and selecting the “cancel” options within the account management functionality, or by emailing info@dart-institute.com. 

4.2 If you do not wish to renew your subscription, you may notify us at any time up to five business days before your renewal date (or, in the case of an annual renewal date, within thirty days after such date) by logging into your account and selecting the “cancel” options within the account management functionality, or by emailing info@dart-institute.com.  Where timely notice of non-renewal has been received, we will not continue billing the credit card provided after expiration of the term then in process.  There are no refunds for partially used subscription terms (e.g., if notice of non-renewal is not provided until after the renewal deadline, you will remain liable for the full 12-month renewed term, regardless of your payment options). 

4.3 Cancellation will end billing and remove your access to Premium Services at the end of your subscription term.

4.4 If you choose to cancel your Premium Subscription, your access will be reduced to Basic User, as that term is defined in the Terms of Use.

4.5 SSON Analytics reserves the right to cancel your subscription at any time. 

5. RIGHTS OF USE/LIMITATIONS ON USE 

5.1 Premium Users are granted access to additional content not available to non-premium users; however, you acknowledge and agree that your rights and limitations on the use of all content, including this additional content, are governed by those set forth in SSON Analytics’s Terms of Use, including but not limited to those repeated herein.  References to User herein includes Premium and Corporate Subscribers:

5.1.1 Users are granted a nonexclusive, nontransferable, limited license to access the Online Services and Materials made available on the Website to the particular class of User.  User is permitted to use the Online Services and Materials for its own internal research purposes only.  

5.1.2 Users may copy portions of the Materials into User’s own internal analyses, presentations, documents or similar forms of work or research material if and only if such work or research material is solely for User’s internal use (e.g., a corporate User may use such materials in internal employee training sessions), and not for any external audience or purpose.   

5.1.3 Under no circumstances may a User publish or distribute any Materials, or otherwise use any Website content, to or for the benefit of any third parties, except as specifically set forth in Paragraph 5.1.4.

5.1.4 Subject to any contrary direction by SSON Analytics, Users may display a de minimis amount of the Materials on an incidental, infrequent basis for non-commercial purposes, including the display of materials on blogs, social media platforms, and other strictly non-commercial websites, but only provide that (a) such published Materials are linked directly our Website using the provided HTML code in an unaltered, unmodified, and functional state, and (b) you will immediately comply with any request by us to remove any display of such materials (such request may be made by us at any time for any reason, in our full discretion) and (c) you credit Dart as the source of the materials.  Without limiting the foregoing, User agrees not to use such Materials, or any link to the Website, on any website which contains any content which is illegal, infringes any rights (such as intellectual property rights) of any third party, or contains any pornographic or adult content.

5.1.5 You may not use the Website or its Materials or Online Services for any illegal purpose or in any manner inconsistent with the General Terms and Conditions or any applicable laws.  Your use of the Online Services and Materials must comply with all applicable laws, rules or regulations, and you may not use the information included in the Online Services or Materials for any purpose prohibited by applicable law, including but not limited to the U.S. Fair Credit Reporting Act, applicable data privacy laws, or any other law, statute or regulation.

5.1.6 You may not use the Website or its Materials or Online Services for any inappropriate, defamatory, infringing, obscene, or unlawful purpose, nor in any way that violates any applicable intellectual property, proprietary, privacy, or publicity rights.  You may not use the Website or its Materials or Online Services in any way that causes, or may cause, damage to the Website or impairment of the availability of the Website or its Materials or Online Services.  

5.1.7 You may not use the Website or its Materials or Online Services in any fashion that infringes our goodwill, our intellectual property rights, and/or our proprietary interests, nor those of any third party.   

5.2 SSON Analytics reserves the right to suspend, block or limit access to the Website, Materials or Online Services by any User, on a temporary or permanent basis, at any time in our sole discretion, without notice or explanation, including but not limited to in the case of any suspected violation of any terms of this Agreement or of SSON Analytics’ Terms of Use.  Your sole remedy for such disabled access, and only in cases where it is determined that such access was disabled without a breach or threatened breach by You of this Agreement or the Terms of Use, is an extension of your subscription by the amount of time access was disabled.  

6. LIMITATION OF LIABILITY/NO WARRANTY/INDEMNITY BY USER 

6.1 Neither SSON Analytics (including but not limited to any parent, subsidiary, affiliate, officer, director, employee, subcontractor, agent, successor, or assign of SSON Analytics), nor any  third party supplier of Materials (including but not limited to any parent, subsidiary, affiliate, officer, director, employee, subcontractor, agent, successor, or assign of such party)  shall  be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Website, Online Services or any Materials, (b) the unavailability or interruption of the Website, Online Services or any features thereof or any Materials, (c) any damage or loss incurred in connection with the use of the Online Services or Materials by any User , (d) the loss or corruption of any data or equipment in connection with the Online Services, (e) the content, accuracy, or completeness of any Materials or other Website content, or (f) any content retrieved from the Internet even if retrieved or linked to from within the Website or Online Services.

6.2 YOU AGREE THAT YOUR USE OF THE ONLINE SERVICES, INCLUDING BUT NOT LIMITED TO ALL PREMIUM SERVICES AND CONTENT, IS AT YOUR SOLE RISK AND YOU ACKNOWLEDGE THAT THE ONLINE SERVICES AND MATERIALS ARE PROVIDED "AS IS", AND "AS AVAILABLE."  YOU FURTHER ACKOWLEDGE THAT SSON ANALYTICS AND EACH THIRD PARTY SUPPLIER OF MATERIALS MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ONLINE SERVICES AND MATERIALS, INCLUDING BUT NOT LIMITED TO, MERCHANTIBILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

6.3 SSON Analytics gives no warranty as to the accuracy, timeliness, completeness, reliability, quality or suitability of any Materials, or other content contained in or delivered via the Website or otherwise made available in connection with the Website or your use thereof.

6.4 Without prejudice to the generality of the foregoing, we do not warrant that access to the Website will be constantly available, uninterrupted or error-free, or that the Website and/or the server from which the Website is made available are free of viruses or other harmful components, and you acknowledge and agree that the operation of the Website is dependent upon the proper and effective functioning of internet access and other third party equipment, for which we will not be liable in any way.

6.5 Under no circumstances, including but not limited to negligence, shall Dart Institute be held liable to any User for any special, direct, indirect, incidental, exemplary; punitive, or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) in any way due to, resulting from, or arising in connection with the Website, Materials and/or Online Services, or any User’s access, attempted access, or use thereof.  

6.6 Nothing in this section is intended to exclude or limit our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation by us, or for any other liability which cannot be excluded or limited by law. 

6.7 User agrees, at its own expense, to indemnify, defend and hold harmless SSON Analytics, its suppliers, agents, directors, officers, employees, representatives, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' and experts' fees, arising out of or in connection with your use of the Website, the Online Services, or the Materials, or any links on the Online Services, including, but not limited to: (i) third-party claims arising out of or related to use of the  Online Services or Materials by you or someone using your computer or user log-in credentials; (ii) any violation of these General Terms and Conditions by you or anyone using your computer or user log-in credentials; (iii) a claim that any use of the Website, Online Services or Materials by you or someone using your computer or log-in credentials infringes any intellectual property right of any third party, or any right of privacy or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (iv) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Website, Online Services or Materials by you or someone using your computer or log-in credentials; (v) any misrepresentation or breach of representation or warranty made by you in connection with your registration, access and/or use of the Website, Services or Materials; or (vi) any breach by you of any covenant or agreement with SSON Analytics. You agree to pay any and all costs, damages, and expenses, including but not limited to, attorneys' fees and costs awarded against or otherwise incurred by SSON Analytics or in connection with or arising from SSON Analytics’ defense or settlement of any such claim, suit, action, or proceeding attributable to any such claim.

7. MISCELLANEOUS

7.1 The data within the Website is subject to change over time, and new releases will provide additional levels of access to all Premium Subscribers and Corporate Users. 

7.2 This Agreement shall be governed by New York law, and subject to the jurisdiction of the state and federal courts of New York, New York.  You agree to submit to the exclusive jurisdiction and venue of the state and federal courts of New York, New York with respect to any dispute arising out of or relating to such matters.

7.3 Any notice to be provided hereunder shall be made in writing and provided to SSON Analytics at the following address: SSON ANALYTICS Managing Director; c/o IQPC Worldwide Pte Ltd; 61 Robinson Road, #14-01 Robinson Centre; Singapore 068893.  Any notice to be provided to any User hereunder shall be provided in writing to the address provided by the User at registration.  The User must provide accurate information at registration and is responsible for keeping it updated.  If no address has been provided, notice shall be deemed sufficient when sent to you at that email or IP address from which you accessed or used the Website.

7.4 If any provision of this Agreement is held to be invalid or unenforceable to any extent, such invalidity or unenforceability will not affect any other provision of this Agreement, which shall continue in full force and effect.  If any invalid or unenforceable provision would be valid or enforceable if part of it were deleted, that part will be deemed to be deleted and the rest of the provision will continue in effect.  

7.5 Any failure or delay by us in exercising any right or remedy afforded by this Agreement shall not constitute or be construed as a waiver of any such right or remedy, or of our right to enforce it at a later time.

7.6 This Subscription Agreement (together with SSON Analytics' Terms of Use, incorporated as if fully set forth herein) constitutes the entire agreement between you and SSON Analytics in relation to your access to and use of the Website, Online Services and Materials.