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Terms of Service

[last modified: 8 August 2022]

  1. Introduction
    1. Please read these Terms of Service (“Terms”) carefully, as these Terms govern your use of Arkhia’s services (the “Services” as defined below). These Terms expressly set out your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Services. BY ACCESSING AND/OR USING THE SERVICES, YOU ACCEPT AND AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, THEN YOU MUST NOT ACCESS THE SERVICES.
    2. Arkhia reserves the absolute right, in its sole discretion, to modify and/or add to these Terms from time to time. If we make these changes, we will provide you with notice of such changes, such as by posting announcements on our website or updating the “Last Updated” date at the beginning of these Terms. Unless we state otherwise in relevant notice(s), all such modifications are effective immediately, and if you continue use of the Services after we provide such notice(s), you shall be deemed to have read, understood and agreed to these Terms as amended. If you do not agree to the amended Terms, then you must stop using the Services.
  2.  Agreement
    1. These Terms, together with any other terms and conditions or other agreement(s) that Arkhia Pte Ltd (“Arkhia”, “we”, “us” and “our”) posts publicly or otherwise makes available to you or the company or other legal entity you represent (the “Subscriber” or “you” and “your”) from time to time, form a legally binding agreement between Arkhia and you governing your subscription to and use of Arkhia’s website and services effective as of the date they are accepted by the Subscriber.
    2. These Terms and any agreement made when choosing Arkhia’s subscription and other service offerings (the “Agreement”) is made for the purpose of granting Subscriber a limited non-transferable, non-exclusive, non-sublicensable subscription to use Arkhia’s hosted infrastructure service offerings as described on its website at arkhia.io (the “Services”).
  3. Use of the Services
    1. Arkhia develops, operates and manages an infrastructure-as-a-service platform of the same name. It allows Subscribers to connect to Arkhia’s platform for the purpose of accessing Hedera Hashgraph and other blockchain ecosystems as well as any other Services as Arkhia may provide from time to time such as data analytics, BI and data hosting.
    2. If you are accessing or using the Services on behalf of any other person, you represent, warrant and undertake that you are authorised and will remain authorised to do so and that you are authorised to bind such person to these Terms.
  4. Fees and Payment Terms
    1. Subscriber shall pay all fees for the Services in accordance with the fees and payment terms of the Agreement at the time such Services are subscribed for unless otherwise agreed in writing with Arkhia. All fees payable shall be paid in US Dollars.
    2. If Subscriber is subscribing to a no cost service, the Subscriber acknowledges and agrees that only one no-cost subscription is available for a company including its Affiliates as per the Agreement. Arkhia reserves the right to deactivate any account it suspects of abusing the no cost account service without notice. 
    3. Subscriber shall pay all fees to Arkhia in advance on a monthly basis through Arkhia’s payment platform, which allows for credit card payments or payments through a third party payment provider(s) selected at Arkhia’s sole discretion. 
    4. If the Subscriber’s fees are more than ten (10) days overdue, Arkhia may, after giving seven (7) days notice in accordance with Clause 15, without limiting any rights and remedies, block the provision of Services to Subscriber until the amounts overdue are paid.
    5. In the event of a payment dispute, Arkhia will not block Services as per Clause 4.4. Subscriber and Arkhia agree to diligently cooperate to resolve any dispute.
    6. Fees for Services do not include any taxes (including but not limited to VAT, GST, sales, use, or withholding), levies, duties, or other similar assessments imposed by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes imposed on fees for Services. Arkhia may be obligated by law to withhold, pay or collect Taxes and will invoice Subscriber for such Taxes, unless Subscriber provides a certificate, letter or other document of exemption from such Taxes authorized by the relevant tax regulator.
  5. Prohibited Activities
    1. You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access or use of the Services:
      1. activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or Intellectual Property Rights under Applicable Laws;
      2. activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including but not limited to the deployment of viruses, transmission of any harmful code (worms, time bombs, Trojan horse) and denial of service attacks;
      3. activity that seeks to defraud us or any other person or entity, including but not limited to providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another;
      4. activity that seeks to gain unauthorized access to any of our datacenters, systems and networks;
      5. activity, except as permitted by applicable laws or regulations, that attempts to or does reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of our Services;
      6. activity that copies, modifies, or creates a derivative work of our Services or any part, feature, function or user interface thereof; or
      7. activity that violates any Applicable Laws.
  6. Your Rights and Obligations
    1. You acknowledge and agree that you are responsible for using any appropriate security measures appropriate to safeguard unauthorized access or use of the Services.
    2. You acknowledge and agree you are responsible for the performance of your personnel (including employees and contractors), and if applicable, that of your Affiliates if you have entered into an Agreement on behalf of your Affiliates, in using our Services to comply with these Terms and the Agreement. You shall not make the Services available to, or use the Services for the benefit of anyone other than Subscriber’s own personnel or end users. You shall not sell, resell, license, sublicense, distribute, redistribute, or lease the Services except as integrated with your own offerings that provide additional functionality to your end users.
    3. You acknowledge and agree that you will use the Services in accordance with the applicable usage manuals (the “Documents”). You will not use the Documents or access the Services to develop or contribute to the development of a product or service competitive with our Services. You note that the Documents may be updated from time to time and will be posted at [link where documents posted] and such updates are effective when posted.
    4. You agree to ensure that all details regarding your contact information and billing/payment information are complete and correct and agree to update such information as soon as possible when changes are made.
    5. You acknowledge and agree that you are solely responsible for ensuring that any plug-ins or other third party services used and installed in your applications and results created using our Services does not create a breach of these Terms or the Agreement nor any Applicable Laws. Any use of a plug-in or any other third party services is at your own risk. Your use of such third party services is solely governed by your agreement with that third party. Arkhia has no liability for your use of such third party services.
    6. You acknowledge and agree that you shall remain liable for all of your users’ use of the Services, created applications or other results under the Agreement and any third party services, including but not limited to plug-ins. You agree to indemnify and hold harmless Arkhia, its employees, directors, contractors, agents and licensors and their respective employees, directors, contractors, and agents for any claim, suit or proceeding brought against Arkhia related to your performance and that of your users, plug-in developers or any third party developers.
    7. You shall promptly notify us of any unauthorized access or use of our Services and any suspected breach of these provisions.
  7. Our Rights and Obligations
    1. We shall operate Arkhia and the Services using reasonable care and skill and in accordance with Applicable Laws.
    2. We shall make our Services available to you in accordance with the Agreement and these Terms. 
    3. We shall be responsible for the performance of the work of our personnel with respect to the Services, whether performed by our own personnel (employees and contractors) or subcontracted to third parties.
    4. We shall prepare, maintain and post the Documents (in the form of usage guides about how Subscriber’s are to use and access our Services at arkhia.io.
    5. We shall maintain administrative, physical and technical safeguards for the security and integrity of the Services consistent with industry standard practices.
    6. We may, at our sole discretion, from time to time and without prior notice to you, implement new versions and upgrades of the Services including, but not limited to, changes that may affect modifications to the design, operational method, technical specifications, systems and other functions, etc. of the Services.
    7. We undertake, in our sole discretion, to adopt reasonable measures so the Services are continually available (twenty-four (24) hours per day, seven (7) days per week).
      1. Arkhia shall be entitled to take measures that affect the aforementioned accessibility where it deems such to be necessary for technical, maintenance, operational or security reasons. If such measures are taken, the Subscriber is not entitled to compensation in the event of lack of access.
      2. Arkhia shall not be liable for lack of access as a result of interruptions or communications problems on the Internet or other private and public networks, for other accessibility issues outside of Arkhia’s control, or for problems with the Subscriber’s own equipment used to obtain access to Arkhia’s Services.
  8. Licenses and Proprietary Rights
    1. Arkhia shall be the sole owner of any and all Intellectual Property Rights, technical solutions, Documents and other information related to the Services (the “Proprietary Information”). Subscriber is entitled to use such Proprietary Information only as set forth in these Terms and the Agreement.
    2. In accordance with the Agreement and as described in the Documents, Arkhia will store, process, transmit, disclose and display electronic data and configurations submitted to us through our Services at the direction of or on behalf of the Subscriber. Subscriber grants Arkhia a worldwide, nonexclusive, revocable, and limited license to store, copy, transmit, disclose and display such electronic data and configurations submitted and to interoperate with any third parties as necessary in order for Arkhia to provide the Services in accordance with the Agreement. Arkhia shall not acquire any right, title, or interest from Subscriber with the grant of this limited license.
    3. Subscriber grants to Arkhia a worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by the Subscriber.
    4. Subscriber shall indemnify Arkhia on demand against all Loss suffered or incurred as a result of any actual or alleged infringement of any Proprietary Information in accordance with these Terms.
  9.  Data Protection
    1. Subscriber acknowledges and agrees that Arkhia only processes Personal Data (including but not limited to full name, contact details, e-mail address, location data, browser version and device type) on behalf of the Subscriber under these Terms and the Agreement. Subscriber acknowledges that Arkhia’s policy on Personal Data.
    2. Arkhia, upon receipt of Personal Data, will process it to enable Arkhia to administer and otherwise perform its obligations with respect to the Terms and the Agreement and to ensure that unauthorized persons do not gain access to the Services Arkhia’s information gathering and dissemination practices are set forth in its Privacy Policy available here. Any requests that go through an Arkhia subscription will be recorded in our data centers. After deleting an account/project this data will still be available to Arkhia for internal analytics/data mining purposes for purposes of improving the platform and user experience.
    3. With respect to any individual whose data you (or anyone else on your behalf) provide to us or our Affiliates, you undertake to:
      1. ensure that such individual has been notified of, and has agreed to the use, collection, processing, retention, disclosure and transfer of their information as set out in our privacy policy which we may provide to you from time to time; and
      2. inform such individual that they have rights of access to, and correction of, their Personal Data.
    4. Subscriber also acknowledges that in order for you to use the Services, Arkhia will store and retrieve session information on the Subscriber’s end terminal equipment through use of ‘cookies.’ The purpose of such storage and retrieval of information is to enable the necessary login/logout procedures used in the Services and to ensure that unauthorized persons do not gain access to the Services.
  10. Confidential Information
    1. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential. Subscriber’s Confidential Information includes any electronic data and configurations submitted of the Services by, on behalf of or at the direction of Subscriber; Arkhia’s Confidential Information includes the Services; and Confidential Information of each party includes but is not limited to the terms and conditions of the Agreement, including pricing, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each party in connection with the Agreement. Confidential Information does not include information that: (a) is at the time of disclosure, or later becomes, generally known to the public through no fault of Receiving Party; (b) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party, as proven by records of Receiving Party; (c) is disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligation; or (d) is at any time independently developed by Receiving Party without use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.
    2. Except as provided in Section 10.3 (Compelled Disclosure) Receiving Party shall not disclose or otherwise make available any Confidential Information of Disclosing Party to anyone except those of its employees, directors, attorneys, agents and consultants who: (a) need to know the Confidential Information in connection with the purpose of the Agreement and (b) who have previously agreed to be bound by confidentiality obligations no less stringent than those in the Agreement. Each party shall (x) safeguard all Confidential Information of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information and (y) not use any Confidential Information of the other party for any purpose outside the scope of the Agreement.
    3. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party (“Compelled Disclosure”), then to the extent legally permitted, Receiving Party shall provide Disclosing Party with prior notice of the compelled disclosure and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes to contest the compelled disclosure. Any compelled disclosure shall be limited to the extent required, and shall be subject to confidentiality protections to the extent practicable. If Receiving Party is compelled by law to disclose Disclosing Party’s Confidential Information as part of a civil proceeding to which Disclosing Party is a party, and Disclosing Party is not contesting the disclosure, Disclosing Party will reimburse Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
  11. Representations, Warranties and Undertakings
    1. Each party represents, warrants and undertakes to the other party that once agreed, these Terms will constitute its valid and binding obligations in accordance with its terms herein.
    2. You further represent, warrant and undertake to us that:
      1. if you are entering into these Terms as an individual, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them;
      2. if you are entering into these Terms as a non-individual legal entity, then (i) you have the full capacity and authority to enter into and perform your obligations under these Terms and your representative all the requisite power, authority and capacity to accept these Terms on your behalf, and (ii) you are validly incorporated and duly registered under Applicable Laws, and has all the requisite right, power and authority to carry on its business;
      3. you are not a resident, national or agent of countries or regions sanctioned by the United States government (including but not limited to countries or regions on any sanctions lists of the Office of Foreign Assets Control), the United Kingdom government, the European Union, or the United Nations;
      4. you are not a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or the United Nations;
      5. you do not, and will not, use any virtual private network (VPN) software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services;
      6. your access to the Services is not prohibited by any and all Applicable Laws;
      7. your access to the Services does not contribute to or facilitate any illegal activity;
      8. all information and documentation provided by you in connection with your use of the Services is and will remain complete, accurate and truthful, and you shall provide to us updates of such information and documentation promptly upon any material change or inaccuracy;
      9. you shall perform your obligations under these Terms in a manner that enables us to comply with our requirements under Applicable Laws from time to time;
      10. if and when requested by us, you shall promptly provide us with any information and records and access to such which is, in each case, reasonably necessary for us to assess your compliance with these Terms, to comply with Applicable Laws or to undertake reasonable and ongoing monitoring of risks in relation to your use of the Services; and
      11. you are not aware of and have not intentionally withheld any information or fact which may give rise to or result in the Services provided hereunder being in breach of any Applicable Laws.
    3. You acknowledge and agree that the Services will be provided on an “as is” and “as available” basis and that we have not made any representations or provided any warranties or undertakings of any kind, express, implied or otherwise, save to the extent expressly provided in these Terms.
    4. Except for the express warranties set forth above and to the extent permitted by Applicable Laws, Arkhia expressly disclaims all other warranties with respect to the Services, whether express or implied, including without limitation, fitness for a particular purpose, accuracy or reliability of results from use of the Services, that the Services will meet specific requirements, that the Services will be uninterrupted, completely secure, free of software errors, or that defects and deficiencies in the Services will be corrected.
  12. Term and Termination
    1. The term for these Terms are in accordance with the Agreement for our Services. The Agreement shall renew under then applicable pricing terms unless canceled or modified thirty (30) days prior to the expiration of the term of the Agreement.
    2. Subscriber or Arkhia may terminate the Agreement for cause:
      1. upon thirty (30) days’ written notice to the other of a material breach if the breach remains uncured at the expiration of the notice period, or
      2. you are unable to pay your debts as they fall due or admit inability to do so, suspend making payments on any of your debts or, by reason of actual or anticipated financial difficulties, commence negotiations with one or more of your creditors for the purposes of rescheduling any of your indebtedness; or
      3. you become bankrupt, insolvent or take any step or action in connection with your entering into administration, provisional liquidation or any composition or arrangement with your creditors (other than a solvent restructuring), are wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), have a receiver appointed to any of your assets or cease to carry on business or any step or action is taken in another jurisdiction in connection with any analogous procedure in the relevant jurisdiction; or
      4. you have committed any material or persistent breach of these Terms; or
      5. you are using or accessing the Services in such a way, directly or indirectly that circumvents a usage or call limit not permitted under the Agreement; or
      6. we detect any suspicious or abnormal activity in respect of your access to or use of the Services; or
      7. you behave in a manner which in our reasonable opinion is likely to bring us or any of our Affiliates into disrepute or otherwise compromise or adversely affect our reputation and standing or that of any of our Affiliates; or
      8. a Force Majeure Event continues for forty-five (45) days or more.
    3. Arkhia may terminate the Agreement without cause by providing at least two (2) weeks notice to Subscriber.
    4. The Subscriber right to utilize all parts of Arkhia’s Services terminates upon the termination of the Agreement.
    5. Upon termination of the Agreement for any reason, Arkhia shall be entitled to permanent delete and destroy aloof Subscriber’s data and content.
    6. The termination or expiry of these Terms (or any part thereof) will not affect any rights accrued prior to termination or expiry.
    7. The provisions of these Terms, which by their nature and content, are intended, expressly or impliedly, to continue to have effect notwithstanding the termination or expiry of these Terms shall survive and continue to bind the parties.
  13. Liability and Indemnity
    1. IN NO EVENT WILL A PARTY’S AGGREGATE LIABILITY (TOGETHER WITH ITS AFFILIATES) ARISING OUT OF OR RELATED TO THE AGREEMENT (REGARDLESS OF THE NUMBER OF INDIVIDUAL INCIDENTS GIVING RISE TO LIABILITY) EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY SUBSCRIBER AND ITS AFFILIATES FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT SUBSCRIBER’S PAYMENT OBLIGATIONS UNDER CLAUSE 4 (FEES AND PAYMENT) OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 16 (INDEMNIFICATION).
    2. IN NO EVENT WILL A PARTY HAVE ANY LIABILITY TO ANY OTHER PARTY FOR ANY LOST PROFITS, LOST OPPORTUNITIES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE TYPES OF DAMAGES OR A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
    3. Indemnification by Arkhia
      1. Arkhia shall defend and indemnify Subscriber against any and all third party claims, demands, suits or proceedings and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with, or alleging the Services or use of the Services by Subscriber in accordance with the Agreement constitute an infringement of any third party’s intellectual property rights, provided Arkhia has been promptly notified of such claim and given the authority, information, and assistance to handle the claim or defense of any suit proceeding or settlement and that the Subscriber has not compromised or settled the claim, suit or proceeding without Arkhia’s prior written consent and provided further that Arkhia shall have no obligations under this section to the extent any claim is based on (a) the combination or use of the Services with other software, hardware or services not furnished by Arkhia or (b) use of the Services prohibited under these Terms and the Agreement or (c) in a manner for which it was not designed where the Services would not otherwise be infringing.
      2. If Arkhia receives information about an infringement or misappropriation claim related to the Services, Arkhia may in its discretion and at no cost to Subscriber (i) modify the Services so that they no longer infringe or misappropriate, without breaching Arkhia’s obligations under Clause 7; (ii) procure for Subscriber the right to continue use of that Services in accordance with the Agreement; or (iii) terminate Subscriber’s subscription for the affected portion of the Services upon 30 days’ written notice and refund Subscriber any prepaid fees covering the remainder of the term for the terminated portion of the Services.
      3. The above defense and indemnification obligations do not apply to the extent such claim, demand, suit or proceeding against Subscriber arises from (i) electronic data, configurations and other data submitted to Arkhia by or at the direction of the Subscriber, (ii) Services not provided by Arkhia, (iii) Subscriber’s breach of the Agreement, (iv) any modification or alteration to the Services not made by Arkhia, (v) any combination or use of the Services with products or services not expressly approved by Arkhia or (vi) Subscriber’s continued use of the allegedly infringing portion of the Services after receiving notice from Arkhia regarding the same.
    4. Indemnification by Subscriber
      1. Subscriber will indemnify and defend Arkhia against any and all third party claims, demands, suits or proceedings and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with, (i) electronic data, configurations and other data submitted to Arkhia by or at the direction of the Subscriber or (ii) Subscriber’s use of the Services in breach of the Agreement, provided Arkhia (a) promptly gives Subscriber written notice per Clause 15; (b) gives Subscriber sole control of the defense and settlement of the such claim, suit or proceeding (except that Subscriber may not settle unless it unconditionally releases Arkhia of all liability related to such claim against Arkhia; and (c) give Subscriber all reasonable assistance in connection with the defense or settlement of such claim, suit or proceeding at Subscriber’s expense.
    5. The above defense and indemnification obligations do not apply to the extent such claim, suit or proceeding arises from the Services or Arkhia’s breach of the Agreement.
    6. Except with respect to a dispute between Subscriber and Arkhia, Subscriber will reimburse Arkhia for all costs and reasonable attorneys’ fees for responding to third party or governmental requests for information arising out of or in connection with Subscriber Data or Subscriber’s use of the Services.
    7. For purposes of this Section 13, references to each party shall include its Affiliates and officers, directors, employees and agents of each party and its Affiliates.
  14. Force Majeure Event
    1. Neither Arkhia nor its Affiliates will be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from a Force Majeure Event. In such circumstances, the relevant obligations under these Terms shall be suspended for the duration of the Force Majeure Event, subject to Arkhia’s right to terminate these Terms under Clause 13.2.8.
  15. Manner of Notice
    1. Arkhia provides Subscriber with support by email at support@arkhia.io for Subscriber queries in connection with the use of the Services or such other contact details as may be available on Arkhia’s website from time to time.
    2. All notices with respect to these Terms and the Agreement are to be sent to notices@arkhia.io. Except as otherwise specified in the Agreement, all notices, permissions and approvals shall be in writing and shall be deemed to have been given upon (a) personal delivery; (b) the second business day after mailing; or (c) the day of sending by email. Legal notices, such as notice of termination or an indemnifiable claim, in addition to being sent to notices@arkhia.io, should be sent to Arkhia Pte. Ltd. 90 Eu Tong Sen St. 03-02 Singapore 059811.
    3. Billing-related notices to Subscriber shall be addressed to the relevant billing contact designated by Subscriber. All other Services related notices to Subscriber shall be addressed to the relevant person designated by Subscriber in writing or in the Services’ user interface dashboard.
  16. Publicity
    1. Subscriber consents to Arkhia’s use of Subscriber’s name and logo and general description of Subscriber’s relationship with Arkhia in press releases and other marketing materials and appearances. Subscriber further permits Arkhia to use it as a reference account for marketing purposes and agrees, from time to time, to support Arkhia by participating in reference phone call(s) and other marketing events including with press, analysts, and Arkhia’s existing or potential investors or customers upon reasonable request by Arkhia.
  17. Entire Agreement
    1. These Terms constitute the entire agreement between the parties relating to the subject matter herein and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to such subject matter.
  18. Severability
    1. Each of the provisions of these Terms is severable. If a provision is held to be or becomes illegal, invalid or unenforceable in any respect under Applicable Laws, then to the extent that it is illegal, invalid or unenforceable and can be deleted without altering the essence of these Terms, it shall be deemed to be deleted and shall not affect or impair the legality, validity or enforceability of the other provisions of these Terms. If the invalid, illegal or unenforceable provision cannot be deleted without altering the essence of these Terms, subject to Clause 1.2, we may amend these Terms to remedy such invalidity, illegality or unenforceability to the extent needed to achieve the intent of the original provision.
  19. Assignment
    1. Notwithstanding any other provision in these Terms, you shall not without our prior written consent, assign, transfer, novate, part with, outsource, subcontract or delegate any of your rights, responsibilities and/or obligations under these Terms and the Agreement (in whole or in part).
    2. Notwithstanding any other provision in these Terms and the Agreement, we may assign, transfer, novate, part with or subcontract any of our rights, responsibilities and/or obligations under these Terms and the Agreement (in whole or in part) to any of our Affiliates without your prior consent.
    3. These Terms and the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
  20. No Reliance
    1. Neither party has entered into these Terms in reliance on any representation, warranty or undertaking of the other party, except as expressly referred to in these Terms. This Clause __ shall not exclude any liability for, or remedy for, fraud or fraudulent misrepresentation by either party.
  21. Governing Law
    1. These Terms and the relationship between the Parties herein shall be governed by and construed in accordance with the laws of Singapore.
  22. Arbitration
    1. Each party agrees, on behalf of itself and as agent for its respective Affiliates, that any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it 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 (“Rules”) for the time being in force, which Rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English. This arbitration agreement shall be governed by the laws of Singapore. The award under such arbitration shall be final and binding against the Parties concerned.
  23. Equitable Relief
    1. The parties agree that a material breach of the Terms and the Agreement adversely affecting Arkhia Proprietary Information may cause irreparable injury to Arkhia and/or its licensors for which monetary damages would not be an adequate remedy and Arkhia shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.
  24. Waiver
    1. No failure or delay by a party to exercise any right or remedy provided under these Terms or by Applicable Laws shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  25. No Partnership or Agency
    1. No provision in these Terms is intended to or creates a partnership between the parties or establishes a party as the agent of another party for any purpose. A party has no authority to act for, bind, contract in the name of, or create a liability for the other party by any means or for any purpose.
  26. Costs
    1. Except as otherwise expressly provided in these Terms, each party will pay its own costs incurred in connection with the performance of its obligations under these Terms, save to the extent that is expressly provided otherwise herein.
  27. Further Assurance
    1. Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Terms
  28. Third Party Rights
    1. Except as otherwise expressly provided in these Terms, a person who is not a party to these Terms has no right to enforce or to enjoy the benefit of any provisions of these Terms or the Agreement.
  29. Translation
    1. These Terms are drafted in the English language. If any translation of these terms is made, the terms of the English version will prevail to the extent of any inconsistency.
  30. Definition
    1. “Affiliate” means from time to time in relation to an entity, another entity Controlling, Controlled by, or under common Control with, that entity;
    2. “Applicable Laws” means in relation to either party, all laws, statutes, orders, rules, provisions, regulations, directives, and guidelines which have legal effect, whether local, national, international or otherwise existing from time to time, including all Regulators’ rules, requirements, standards, guidelines and recommendations which have legal effect, as applicable to such party or as applicable to that party’s obligations under these Terms;
    3. “Control” means in relation to an entity the legal, beneficial or equitable ownership, whether directly or indirectly, of fifty percent (50%) or more of its fully diluted voting share capital (or other ownership interest, if not a corporation), or the equivalent right under contract to control management decisions with regard to the relevant subjects, and “Controlling” and “Controlled” shall be defined accordingly;
    4. “Force Majeure Event” means, in relation to a party, any event or circumstance beyond the reasonable control of such party and not caused by such party’s default or negligence, including failures of public telecommunications or transportation infrastructure, failure or shortage of power supplies, acts of God or nature, terrorism or war, accidents, nature disasters (including fire, earthquakes, landslides, lightning, meteors, floods, tsunami, tornados, storms, hurricane and typhoons), explosions, states of emergency, freight embargoes, riots or civil disturbances, wars, acts of sabotage, strikes, embargo, labour disputes (except involving employees of the party or its sub-contractors), mob violence, act or failure to act of government or other competent regulatory authority including but not limited to a Regulator, plague, epidemic, pandemic, outbreaks of infectious disease and/or any other public health crisis (including quarantine or other similar restrictions), or similar events. For the avoidance of doubt, it shall include an incident in relation to government acts, directives, approvals, consent, laws, regulations or licensing requirement, including any restriction on the supply of a Service pursuant to Applicable Laws or any decision by a governmental authority preventing the supply of a Service;
    5. “Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in any territory and in relation to patents, trademarks, service marks, logos, get up, trade names, internet domain names, rights in designs, copyright (including rights in computer software and preparatory design materials), moral rights, database rights, semiconductor topography rights, utility models, rights in intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world (including application programming interfaces);
    6. “Loss” means any and all loss, damages, liabilities, actions, proceedings, claims, demands, costs, expenses, charges, tax, duties, levies, interest, penalties, fines, assessments, disbursements, reimbursement orders and other expenses (including all legal, professional and other expenses and amounts reasonably paid in settlement) paid, suffered or incurred by either party whether incurred directly, indirectly or consequentially;
    7. “Personal Data” has the meaning given in the Applicable Laws in respect of data protection;
    8. “Regulator” means any governmental, statutory or regulatory body and any other competent ministry, authority, agency or institution that may, from time to time, in any jurisdiction have responsibility to regulate, supervise and/or otherwise exercise state authority in relation to either party or the activities contemplated by these Terms;
  31. Interpretation
    1. In these Terms, unless the context otherwise requires, a reference to:
      1. the headings are inserted for convenience only and shall not affect construction or interpretation of these Terms;
      2. a legislation includes all amendments, modifications, consolidations or re-enactments of or to that legislation as may be made from time to time, and includes any subordinate legislation issued under it;
      3. a document (including these Terms) or a provision of a document is a reference to that document or provision as amended, supplemented, novated or replaced from time to time;
      4. a person or entity includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person;
      5. a “day” means a period of twenty-four (24) hours running from midnight to immediately
      6. before the following midnight;
      7. a “party” is to Arkhia or the Subscriber (as applicable) and a reference to the “parties” is, in each case, to both of them;
      8. a singular word includes the plural and vice versa;
      9. one gender includes all genders;
      10. a Clause is a reference to a section of these Terms;
      11. a time of day is to Singapore time;
      12. the words “include”, “includes”, “including”, “in particular” or any similar expression will be construed as illustrative and the words following any of those terms will not limit the sense of the words preceding those terms;
      13. the word “or” will not be exclusive; and
      14. defined words and expressions in grammatical forms other than as provided have corresponding meanings.