Terms and Conditions

AEOI Classification Platform

This Agreement is between the entity or individual entering into this Agreement (“Customer”) and AEOI CLASSIFICATION LLC (“AEOI CLASSIFICATION”).

1. SCOPE. Subject to the Customer’s payment of applicable fees, AEOI CLASSIFICATION will provide the Customer with access to the AEOI Classification Platform.

2. SUBSCRIPTION SERVICES.

2.1 Access Rights. Subject to the terms of this Agreement, AEOI CLASSIFICATION hereby grants to the Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, limited, revocable, license to access and use the AEOI Classification Platform in accordance with the terms of this Agreement, solely in connection with the operation of the business of the Customer. This is a license not a sale of the AEOI Classification Platform. The copyright and all other rights to the AEOI Classification Platform remain with AEOI CLASSIFICATION.

2.2 Customer Responsibilities and Restrictions.
(a) The Customer will prevent unauthorised access to, or use of, the AEOI Classification Platform, and will notify AEOI CLASSIFICATION promptly of any such unauthorised access or use.

(b) The Customer will not (i) modify or create derivative works based on the AEOI Classification Platform; (ii) reproduce or copy in any form (e.g., electronically, via screenshots, or in paper or other forms) any content forming part of the AEOI Classification Platform except that downloads, where available, and copies shall be allowed purely for use by the Customer and the Customer’s employees, (iii) attempt to gain unauthorised access to the AEOI Classification Platform or allow others to gain unauthorised access by sharing log-in details, (iv) distribute, rent, lease, assign, sublicense, rebrand, repackage, provide, or otherwise transfer any of the AEOI Classification Platform or copies to any third party or cause, assist, or permit any third party to do any of the foregoing, or (v) build a competing product or copy any ideas, features and functions of the AEOI Classification Platform.

3. TERM AND TERMINATION.

3.1 Term. This Agreement begins when the Customer obtains log-in information giving access to the AEOI Classification Platform and will remain in effect until the expiration or termination of your subscription.

3.2 Termination for Cause. AEOI CLASSIFICATION may terminate this agreement and deny further access to the AEOI Classification Platform without notice if the Customer violates any of the terms of this Agreement.

3.3 Effects of Termination. Upon termination, all rights and licenses granted herein will terminate and the Customer will make no further use of the AEOI Classification Platform. No termination will cancel any of the Customer’s obligations set forth in Section 2.2 or Section 4.

4. PROPRIETARY RIGHTS.

4.1 Proprietary Rights. AEOI CLASSIFICATION retains all right, title and interest to the AEOI Classification Platform and all related intellectual property and proprietary rights. The AEOI Classification Platform is protected by applicable copyright, trade secret, industrial, and other intellectual property laws. AEOI CLASSIFICATION owns all right, title, and interest in all programming, documentation, methodologies, charts, reports, certificates, and any other items used to deliver the AEOI Classification Platform or made available to the Customer via the AEOI Classification Platform. Access to and use of the AEOI Classification Platform are governed by the terms of this Agreement. AEOI CLASSIFICATION reserves any rights not expressly granted to the Customer.

4.2 Unauthorised Use or Disclosure. Unauthorised Use or Disclosure. If the Customer becomes aware of any unauthorised use or disclosure of the AEOI Classification Platform, the Customer will promptly and fully notify AEOI CLASSIFICATION of all facts known to it concerning such unauthorised use or disclosure.

4.3 Suggestions. The Customer agrees that AEOI CLASSIFICATION shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into any AEOI CLASSIFICATION products or services any suggestions, enhancement requests, recommendations, or other feedback provided by the Customer relating to the AEOI Classification Platform.

5. PROVISION AND INTERRUPTION OF SERVICE

5.1 Interruption. The Customer acknowledges that the AEOI Classification Platform requires maintenance and updating and agrees that access to the Platform may be interrupted in order to improve, edit, delete, update, and/or restructure the Platform, as well as to perform other maintenance operations. AEOI CLASSIFICATION will generally endeavour to perform these actions at a time when the Platform has low user traffic. However, AEOI CLASSIFICATION has no responsibility to warn the Customer when such maintenance and updating will take place, or when they are actually taking place.

5.2 Provision. The AEOI Classification Platform will be available 24 hours a day, 365 days a year, except during periods of maintenance and updating described above. However, AEOI CLASSIFICATION is not responsible for interruptions due to fortuitous events beyond AEOI CLASSIFICATION’s control, including but not limited to problems caused by third parties such as telecommunications and technology firms, or problems with the Customer’s network or equipment.

6. INFORMATION INPUT INTO THE AEOI CLASSIFICATION PLATFORM

All information and/or documentation that the Customer enters to the AEOI Classification Platform is the sole property and responsibility of the Customer. AEOI CLASSIFICATION will access said information and documentation if lawfully required to do so by a court or governmental authority and where the Platform is being used for illegal purposes. In such cases, AEOI CLASSIFICATION will have the sole discretion to suspend the services provided through the Platform and take any legal action it deems appropriate.

7. NO LIABILITY FOR INCORRECT INSTALLATION OR VIRUSES

AEOI CLASSIFICATION is not liable for errors in the operation of the Platform that result from incorrect installation and is not liable for viruses that may infect the Customer’s systems.

8. CONFIDENTIALITY AND DATA PROTECTION

AEOI CLASSIFICATION expressly recognizes the confidential nature of all the information that the Customer may input into the AEOI Classification Platform. Under the General Data Protection Regulation (GDPR) (EU) 2016/679, AEOI CLASSIFICATION has a legal duty to protect this information. AEOI CLASSIFICATION will not provide such information to third parties without the prior written consent of the Customer unless lawfully required to do so by a court or governmental authority. Notwithstanding the foregoing, the Customer agrees that AEOI CLASSIFICATION may refer to the Customer as a user of the AEOI Classification Platform, both internally and in externally published media. In case of termination of the contracted services, the information of the Customer will remain inactive within the Platform and will not be subject to any use by AEOI CLASSIFICATION except with the express consent of the Customer. The information will be stored in the Platform for a period that will be at the discretion of AEOI CLASSIFICATION.

9. SECURITY MEASURES

The AEOI Classification Platform has encrypted backup systems designed to be accessible by only authorized AEOI CLASSIFICATION personnel. However, AEOI CLASSIFICATION is not a database service and is not responsible for the loss of data or accidental deletion by the Customer. AEOI CLASSIFICATION is not responsible for restoring information of the Customer, nor is it responsible for the loss of data. Therefore, the Customer will be solely responsible for maintaining a backup copy of the information that is input into the AEOI Classification Platform. Notwithstanding the foregoing, the Customer expressly authorises AEOI CLASSIFICATION, to outsource hosting services with third-party companies, while at the same time attempting to ensure that in all cases they will comply with all appropriate security measures.

10. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of the State of Delaware, United States of America, and any dispute or claim arising out of or in connection with the AEOI Classification Platform and/or these terms and conditions shall be resolved in accordance with the laws of the State of Delaware. The courts of the State of Delaware have sole jurisdiction over all such disputes and claims, and the Customer consents to the jurisdiction of such courts.

11. DISCLAIMERS AND LIMITS ON LIABILITY.

11.1 Disclaimer. The Customer acknowledges that, except as otherwise expressly provided herein, AEOI Classification makes no warranty, express, implied or statutory with respect to the services or use thereof. AEOI Classification hereby expressly disclaims all other warranties, including, without limitation, any warranty that services will be uninterrupted, error free or without delay, and the implied warranties of merchantability, fitness for a particular purpose, non-interference, non-infringement, and information content. Further, the Customer acknowledges that Classifications provided by the AEOI Classification Platform are for illustrative purposes only. While AEOI Classification has taken every precaution to ensure accurate Classifications, it is the Customer’s sole responsibility to verify whether the Classifications provided by the Platform conform with applicable FATCA and/or CRS laws, regulations, and/or guidance. In particular, but without limitation, the Customer acknowledges that reasonable people, including regulators and personnel of banks and other financial institutions, may interpret FATCA and/or CRS laws differently from the creators of the AEOI Classification platform and that, consequently, may not agree with the Classifications generated by the AEOI Classification Platform.

11.2 Disclaimer Of Damages. Except for a breach of Section 2.2 and Section 4, neither party is liable for any special, indirect, incidental, punitive, or consequential damages relating to or arising out of this agreement or the AEOI Classification Platform (including, without limitation, lost profits, lost computer usage time, and damage to, or loss of use of, data), even if advised of the possibility of such damages, and irrespective of any negligence of a party or whether such damages result from a claim arising under tort or contract law.

11.3 No Legal Advice. The AEOI Classification Platform is not, and does not provide, legal advice. The Customer is urged to consult legal counsel for any such advice related to any of the topics covered by the AEOI Classification Platform.

11.4 Limits On Liability. Except for a breach of Section 2.2 and Section 4, neither party shall have aggregate liability arising out of or related to this agreement or the services, whether in contract or tort or under any other theory of liability, exceeding the amounts actually paid by and due from the Customer pursuant to the order(s) giving rise to liability.