By accessing the Services (as defined below) you agree to the terms of this free trial subscription agreement ("Agreement”) governing your use of and access to the Services and setting out the terms and conditions under which the Services will be provided to you on a trial basis for the Trial Period (as defined below).

If you are entering into this agreement on behalf of a company or other legal entity that is named as the Subscriber, you represent to Covalent Capital Pte. Ltd. (“Covalent”) that such company or other legal entity is legally and validly constituted in the applicable jurisdiction and that you have the authority to represent and enter into this Agreement on behalf of the entity as the named Subscriber to this Agreement, in which case the terms "you" or "your" shall refer to that entity. If the entity is not legally and validly constituted or you do not have such authority, or if you do not agree with the terms of this Agreement, you may not use the Services.

Trial Subscription

Trial Period: Subscriber agrees that access to the Services is for a limited period of one (1) year, which may be extended at Covalent’s discretion for a further duration (“Trial Period”).

Use of Services and Limited Access: Subject to the terms of this Agreement, Covalent grants to the Subscriber limited use of and access to the Covalent Platform application and the Knowledge Services application (together the “Services”). Subscriber and its authorized employees (“Permitted Users”) shall have limited, free of charge, non-exclusive, non-transferable, revocable access to the Services solely for trial purposes and not for redistribution, commercial or competitive use.

Subscriber will be responsible for all Transactions made by the use or purported use of the Services by any person, with or without Subscriber’s authority, knowledge or consent, and may not claim against Covalent in respect of any such use or purported use. Covalent may at any time, without notice to Subscriber and without assigning any reason therefor, and without liability for any inconvenience, loss, damage or injury suffered by Subscriber or any third party: (a) limit, suspend or terminate any or all of the Services; or (b) disallow any Transaction or allow a Transaction subject to such conditions as Covalent sees fit; or revoke or suspend the Subscriber’s, or any Permitted User's, right and authority to use Services. "Transaction” in this Agreement means any transaction or instruction effected or issued, or purported to be effected or issued, by Subscriber through the Services.

Trial Purposes Only: Subscriber agrees that access to the Services is for the purposes of display, testing and trial of the Services and only to evaluate the features and functionality of the Services (the “Intended Purposes”) and not for redistribution, commercial or competitive use. The Subscriber acknowledges that during the Trial Period, any offering documents or other information relating to a new issue offering of securities is based on publicly available information and is intended only for the Intended Purposes and not for commercial use. The information is also not intended as investment advice, may not be suitable to your circumstances and must not be relied upon as such, Covalent and its third party information providers are not giving or purporting to give or representing or holding themselves out as giving personalized financial, investment, tax, legal and other professional advice. Covalent shall not be responsible for any loss, damage or cost resulting from any actions taken in reliance on the Services and you agree that you use the Services at your own risk.

Subscriber Information and Consent to Disclosure: Subscriber or Permitted User may be required to input information into the Services regarding any relevant particulars of the Subscriber, or any Permitted User, or the account or any Transaction in connection with the Intended Purposes (“Information”) into the Services. The Subscriber shall own all right, title and interest in and to all of the Information and have the sole responsibility for the reliability, accuracy, quality, integrity and legality of the Information, and Covalent shall not be responsible or liable for the loss of such Information. Covalent retains the right to monitor and record Subscriber activity with respect to the Services and all such records shall be the property of Covalent.

By applying for or using the Services, Subscriber acknowledges, consents to and accepts the disclosure of Information to Covalent’s subsidiaries or such other third party for the purpose of providing Subscriber with the Services. Such disclosure and use of such Information may be necessary or inevitable for the purposes of giving effect to any instruction from Subscriber and/or to facilitate or enable Subscriber’s use of the Services. Failure to allow such disclosure, access to or use of Subscriber’s Information may result in Covalent’s inability to offer or continue to offer the Services to Subscriber. Further, Subscriber acknowledges and consents to the disclosure of certain Information (for example, the names of the organisations currently using the Services) for marketing the Services to financial institutions, where permitted under applicable laws and in accordance with the Terms and Conditions (link below). Subscriber has the right to ask Covalent not to use any portion of the Information for marketing purpose. Subscriber may request to withdraw consent by sending an email to info@covacap.com.

Covalent shall, in providing the Services, comply with its [Terms and Conditions] relating to the privacy and security of personal data available at www.covacap.com or such other website address as may be notified to Subscriber from time to time, as such document may be amended from time to time by Covalent in its sole discretion.

Confidentiality: Subscriber shall not release to any third party the results of any material relating to the Services including any evaluation of the Services during the Trial Period without prior written consent of Covalent. Subscriber shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way; (ii) modify or make derivative works based upon the Services; (iii) reverse engineer the Services; or (iv) access the Services in order to build a competitive product or service.

Accredited Investor:

The Subscriber represents and warrants that it is an accredited investor as defined in the Securities and Futures Act (Cap. 289) of Singapore. In the event that the Subscriber is not an investor falling within such a category, the Subscriber must immediately discontinue its access or use of the Services. Covalent reserves the right, in its absolute discretion, to determine the Subscriber’s eligibility to access the Services during the Trial Period, and, subject to applicable laws, to withdraw or to modify the Services during the Trial Period at any time without prior notice and with no liability, to the greatest extent permitted under the law.

Offering Information:

Covalent makes no representation or warranty as to the completeness or accuracy of any terms and conditions of any offering documents or other information relating to, a new issue offering of securities (“Offering Information”). The Subscriber acknowledges that:

• Any Offering Information available on the Services, has been collected from banks, third party data providers and/or publicly available sources.
• Covalent may terminate and/or suspend the Subscriber’s access to the Services with 30 Business Days’ (as defined below) notice to the Subscriber.
• Any access to the Services shall be solely for trial and display purposes. The Subscriber shall contact the relevant issuer, broker-dealer or financial advisor for complete information with respect to any new offer of securities and for placement of orders. Subscriber shall review all materials provided to it by an issuer, broker-dealer or financial advisor prior to making an investment decision.
• Covalent does not take any responsibility for the Subscriber’s failure to verify the completeness and accuracy of the information provided on the Services.
• Subscriber acknowledges that any potential announcement or notice of an offering of securities on the Services, may be accompanied by selling restrictions typically found in documents such as prospectuses, programme agreements and other offer documents issued by a manager or dealer on behalf of the issuer including resale restrictions, restrictions on the jurisdictions in which such securities may be offered and restrictions on the type of investor that such securities may be offered to. Where any potential announcement or notice of an offering of securities on the Services is accompanied by such selling restrictions, Subscriber is deemed to have read and understood the applicable selling restrictions and by participating in any offer, Subscriber is deemed to have met the relevant requirements for participating in such offer.
• Subscriber acknowledges and agrees that Covalent makes no representation or warranty
  • that any new issue offering of securities complies with applicable law (U.S. or non- U.S.) or
  • with respect to the Subscriber’s eligibility to be offered or to purchase securities in such offering.

Third Party Data and Disclaimers:

Markit

To the extent that the Services include information made available by IHS Markit (“Markit”) the Subscriber acknowledges that the following additional disclaimers shall apply:

Neither Markit, its affiliates nor any third party data or service provider makes any warranty, express or implied, as to the accuracy, completeness or timeliness of the data contained herewith nor as to the results to be obtained by recipients of the data.

Neither Markit, its Affiliates nor any third party data or service provider shall in any way be liable to any recipient of the data for any inaccuracies, errors or omissions in the Markit data, regardless of cause, or for any damages (whether direct or indirect) resulting there from. Opinions, estimates and projections in this report do not reflect the opinions of Markit or its affiliates. Markit has no obligation to update, modify or amend its report or to otherwise notify a reader thereof in the event that any matter stated therein, or any opinion, projection, forecast or estimate set forth therein, changes or subsequently becomes inaccurate.

Without limiting the foregoing, neither Markit, its affiliates nor any third party data or service provider shall have any liability whatsoever to the Subscriber, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Subscriber as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by the Subscriber or any third party, whether or not based on the data, content, information or materials contained therein. All intellectual property and other proprietary rights comprised in the Markit data are and shall be the exclusive property of Markit.

The Subscriber further agrees that it shall not use any information made available by Markit for the purposes of designing, creating, improving, providing, administering, calculating, pricing or otherwise supporting any index or other financial product or service (including any algorithm, model, mapping service, benchmark, index, identifier, instrument, reference data, pricing service, valuation service, any other analytics or any trading platform or pre- or post-trade servicing platform or to store or create a historical database thereof.

Thomson Reuters

To the extent that the Services include information made available by Thomson Reuters (“TR”) the Subscriber acknowledges that the following additional disclaimers shall apply:

All warranties, conditions and other terms implied by statute or common law including, without limitation, warranties or other terms as to suitability, merchantability, satisfactory quality and fitness for a particular purpose, are excluded to the maximum extent permitted by applicable law. Unless expressly provided, the information made available by TR and accessible by the Subscriber as part of the Services (“TR Information”) is delivered “as is” without warranty of any kind.

TR does not warrant or represent that TR Information will be delivered free of any inaccuracies, interruptions, delays, omissions or errors (“Faults”), or that all Faults will be corrected. TR shall not be liable for any damages resulting from any such Faults. The Subscriber assumes sole responsibility and entire risk as to the suitability and results obtained from the use of the TR Information, and any decisions made or actions taken based on the TR Information. The Subscriber is solely responsible for the preparation, content, accuracy and review of any documents, data, or output prepared or resulting from the use of the TR Information. In no event shall TR or its third party providers be liable for any penalties, interest or taxes assessed by any governmental or regulatory authority.

The Subscriber further acknowledges that the TR Information is for general information purposes only and does not constitute financial, tax and accounting, medical, legal or other professional advice. Some TR Information may contain the opinions of third parties, and TR is not responsible for these opinions. Likewise, TR is not responsible for any damages resulting from any decisions made by the Subscriber that are made in reliance of the TR Information. In this regard, the Subscriber agrees that it uses the TR Information at its own risk.

Disclaimer and Limitation of Liability

All information made available to you as part of the Services on this platform is made available based on publicly available sources or from third-party data providers and has not been independently verified by Covalent. Covalent makes no representation or warranty express or implied as to and no reliance should be placed on, the fairness, reliability, accuracy, completeness, timeliness or correct sequencing of the information. The information appearing on this site is for display and trial purposes only and should not be relied on or construed as legal, accounting, financial, tax, or other professional advice or opinion on any specific facts or circumstances and should not be relied upon in that regard by any individual or entity. Subscriber’s use of the information is at Subscriber’s own risk and neither Covalent nor any of its respective affiliates, advisers or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising, whether directly or indirectly, from any use, reliance or distribution of the information displayed on this site. Information displayed on this site is not intended to be personalised investment advice or a solicitation for the purchase or sale of securities. Subscriber must always seek the relevant professional advice before otherwise making any such financial legal or commercial decisions.

The Services are provided on an “as is”, “as available” basis and Subscriber’s use of the Services is solely at its own risk. Covalent makes no representations or warranties of any kind whatsoever, express or implied, in connection with these terms and conditions or the Services, including but not limited to warranties of merchantability, satisfactory quality, non-infringement or fitness for a particular purpose, and any warranty of continuous services at any particular time, or integrity of data stored or transmitted via the site except to the extent such representations and warranties are not legally excludable. Member companies of Covalent, their directors, officers, associates, agents and affiliates make no representations, endorsements or warranties of any kind about the services, content, information and/or data contained in the Services. Further, Covalent does not warrant that the Subscriber’s use of the Services will be uninterrupted or error-free; or that the Services, and/or the information obtained by the Subscriber through the Services will meet Subscriber’s requirements and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Subscriber acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Subscriber agree that, to the fullest extent permitted by applicable law, Covalent will not be responsible or liable (whether in contract, tort or otherwise), under any circumstances, for any (a) interruption of business; (b) access delays or access interruptions to this website; (c) data non-delivery, misdelivery, corruption, destruction or other modification; (d) loss or damages of any sort incurred as a result of dealings with or the presence of off-site links or third party content on the Services; (e) computer viruses, system failures or malfunctions which may occur in connection with your use of the Services, including but not limited to during hyperlinking to or from third party sites; (f) any inaccuracies, omissions or misleading, false or deceptive statement in the content; or (g) events beyond Covalent’s reasonable control. Further, to the fullest extent permitted by law, Covalent will not be liable for any direct, indirect, special, incidental, punitive or consequential damages of any kind (including lost profits), lost opportunities or any other loss related to this website regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if Covalent has been advised of the possibility of such damages. In no event shall Covalent’s maximum aggregate liability exceed one hundred Singapore dollars. 

Fees and Payments:

Covalent reserves the right at any time to charge fees for access to portions of the Services or the Services as a whole. If at any time Covalent requires a fee for portions of the Services or the Services as a whole, you will be given reasonable notice of such decision by Covalent to charge fees and will not be charged any such fee without your prior consent. In the event that you do not consent to payment of fees for use of the Services, Covalent will grant you an option to continue using portions of the Services which remain free of charge (if any). In the event that you consent to payment of fees for the applicable portions of the Services or the Services as a whole, Covalent will require you to provide valid, up-to-date and complete credit card details or approved purchase order information acceptable to Covalent and any other relevant valid, up-to-date and complete contact and billing details. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including but not limited to charges for any products or services offered for sale by Covalent.

Termination and Effect of Termination

This Agreement shall be effective upon your first use of the Services and continue, until the expiry of the Trial Period. Either Covalent or Subscriber may terminate this Agreement at any time with 30 Business Days’ notice. “Business Day” in this Agreement means any day other than a Saturday, Sunday or public holiday in Singapore.

Covalent may terminate this Agreement or suspend its performance of all or any obligations under it immediately and without liability for compensation or damages if:

• Subscriber is, in Covalent’s sole discretion, in breach of the terms of this Agreement; or
• Covalent, acting reasonably and in good faith, considers such termination necessary to comply with any applicable laws.

Upon expiration or earlier termination of Subscriber’s use of the Services, (i) all rights granted to Subscriber in relation to the Services pursuant to this Agreement will terminate effective as of the effective date of termination; and (b) Covalent shall have no obligation to provide the Services to Subscriber after the effective date of the termination.

Termination of this Agreement in accordance with this section shall not affect any accrued rights or liabilities of either Covalent or Subscriber.

Assignment:

Subscriber shall not (nor shall it purport to) assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare or dispose of any right or interest in it without the prior written consent of Covalent.

Force Majeure:

Covalent shall have no liability to the Subscriber under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Covalent or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

Governing Law and Dispute Resolution:

The laws of Singapore shall govern these Terms and Conditions, and you agree to submit to the exclusive jurisdiction of the Courts of Singapore.