Terms of Services

Welcome to nansen.ai ("Nansen" or the "Platform"), operated by Nansen Pte. Ltd. ("Company", "us", "we" or "our"), a company incorporated in Singapore. We provide our Services (as defined below) to you subject to these Terms of Service (the "Terms"), our Privacy Policy, and any other guidelines, rules, policies, or supplementary agreements which may be applicable to our Services, all of which are hereby incorporated by reference into these Terms.

For the purposes of these Terms, “Services” shall refer collectively to our Platform and its related websites, services, functionalities, applications, software, API(s), subscription plans, products, and content. By accessing or using our Services, you agree to comply with all of these Terms, which shall form a legally binding agreement between us and you.

CHANGES TO OUR SERVICES AND TERMS

Any description of our Services provided is not a representation that our Services are functioning, or will always function, in such manner. We may change or discontinue any aspect, feature or functionality of our Services at any time, and may also modify these Terms, or any part thereof, in our sole discretion to address changes to our Services and/or applicable laws and regulations.

Although we may use commercially reasonable efforts to notify users of such changes, you agree that it is your responsibility to periodically review these Terms (including referring to the "Last Updated" date at the top of these Terms) to stay informed about your access and use of our Services. Your continued access or use of our Services from the effective date of any such changes to our Services and/or Terms shall be deemed to constitute your acceptance. If you do not agree with all of our Terms, you must not access or use our Services.

‍USER ACCOUNT

You may need to register a user account to receive information from us and/or to access or use certain features of our Services. We will use the personal information you provide to us in accordance with our Privacy Policy.

By registering, you represent and warrant that all information that you provide is current, complete and accurate to the best of your knowledge. You agree that your user account is personal to you and is only meant for your usage, and you agree not to share your user account with anyone else.

You are solely responsible for keeping your user account credentials secure and confidential, and you accept sole responsibility for all acts or omissions associated with your user account. Any access, use, and/or interaction in our Services associated with your user account shall be deemed to be your access, use, and/or interaction, and shall be binding on you, irrespective of whether you have authorised the same or not.

You agree to notify us immediately at support@nansen.ai if you believe, or have reason to believe, that your user account or any of your personal information has been compromised. We may limit, suspend, or terminate your access to the Services or your user account at any time without giving any notice in advance.

You may request a deletion of your user account at any time according to our prescribed procedures, save that you shall remain liable for all acts or omissions associated with your user account up to the time of deletion. Unless expressly provided otherwise, any amounts already paid to us in connection with any subscription plans for your user account are non-refundable.

Due to legal or regulatory restrictions in certain jurisdictions, you may not be able to access or use our Services in or from those jurisdictions. Nothing on our Services is intended for distribution to, or for use by, or to be acted on by any person in any jurisdiction where such distribution, use, or action would be contrary to applicable laws or would subject us to any registration or licensing requirement. Notwithstanding anything in these Terms, we have the right to prevent the Services from being accessed or used in any jurisdiction as we may determine in our sole discretion.

WEB3 SERVICES

We may leverage Web3 services, such as third-party blockchain wallet applications, to provide you with the ability to create a user account, associate an existing user account, or purchase our paid subscription plans using your blockchain wallet address ("Digital Wallet"). If you choose to access and/or use our Services through Web3 services, you agree to our collection, use, and/or disclosure of your Digital Wallet, transaction information, and token identifiers in accordance with our Privacy Policy.

As the user and owner of a Digital Wallet, you are solely responsible for keeping it secure. You should never share the secret credentials (such as seed phrases or private keys) associated with your Digital Wallet with anyone, and we will never ask for this information under any circumstances. We have no control over the transactions initiated through your Digital Wallet, and are not responsible for maintaining, operating or providing any third-party applications or services that you may use. You remain responsible for all acts and omissions in connection with your usage of a Digital Wallet in our Services and we do not accept any responsibility or liability to you.

ACCEPTABLE USE

You agree to use our Services solely in accordance with our Terms, and as permitted by applicable laws and regulations. You shall not use our Services in any manner that infringes, misappropriates, or violates any of our or other third party’s intellectual property rights or other rights, or otherwise in violation of any applicable law. We reserve the right to determine in our sole discretion whether a use of our Services fails to constitute acceptable use, even if such use has not been explicitly addressed in our Terms. Without limitation, you shall not, without our express and specific written consent:

access or use the Services if you are not at or above the legal age of majority in your jurisdiction, or if you are not able and legally competent to agree to these Terms;
copy, reproduce, rent, lease, loan, assign, distribute, duplicate, license, transfer, sell, resell, publicly display, adapt, or disclose, in whole or in part, the Services or any derivative works thereof, including but not limited to program listings, object and source program listings, object code and source code, files, tables or documentation;
interact with, or extract, mine, scrape or download any information, data or content from our Services including without limitation using scripts, engines, software, tools, agents, devices, data mining tools, scraping techniques, or other means or mechanisms, in each case whether manual or automated;
recompile, decompile, disassemble, reverse engineer, or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Services or any derivative works thereof;
compete with our Services or business in general, including without limitation:
1. using our Services to create or support a similar product, service or API; and/or
2. using our Services for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license, or sell any product, service or technology that could, directly or indirectly, be a substitute for our Services or affect our ability to realize revenue in connection with our Services;
use our Services to develop, test, market, or train artificial intelligence technology, machine learning models, automated analytical techniques, or related technology;
do or attempt to do any of the following:
1. probe, scan, test the vulnerability of or attempt to circumvent security or authentication measures of any Services or features, functionalities, data, information or content that you are not authorised to access;
2. interfere with, 'jailbreak', or disrupt the proper working of the Services or any aspect of the Services, any website or any networks connected to the Services; and/or
3. interfere with or disrupt the integrity or performance of, our Services, or another user's enjoyment or legitimate use of our Services;
upload, generate, transmit, distribute, store or otherwise make available (or introduce to the Services) in any way:
1. harmful code or files that contain viruses, trojans, worms, time bombs, logic bombs or other material that is malicious or technologically harmful;
2. material which infringes or may infringe any copyright, trade mark or other intellectual property or privacy rights or moral rights of any other person; and/or
3. material that, in our sole judgment may expose us, the Services or its users to any harm or liability of any type;
transmit any data to us which may not be transmitted to or processed by us due to applicable laws, including without limitation data protection laws, contractual or statutory confidentiality obligations, export restrictions or other statutory provisions or third-party rights; and/or
portray us and/or any of our affiliate(s), or our Services, in a false, misleading, or derogatory manner.

INTELLECTUAL PROPERTY OWNERSHIP

Nansen Content

All content, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, materials, and "look and feel" of the Services, and all related intellectual property rights (the "Nansen Content"), are either owned by or licensed to us. Any use of the Nansen Content for purposes not expressly permitted by us is strictly prohibited.

These Terms do not confer on you any rights to use "Nansen" and any other trade marks, service marks, logos, get-up, trade names, goodwill, Internet domain names, slogans, product names and designations, or other proprietary indicia from any part of our Services, all of which are and remain the property of Nansen or the relevant owner(s). We and our licensors reserve all rights not expressly granted to you in and to Nansen Content.

Limited Licence

Subject to your compliance with these Terms, we provide you a non-exclusive, limited, personal, non-transferable, non-sublicensable, non-assignable, and fully revocable licence to access and use our Services in our approved jurisdictions. We retain all rights, including copyright and other intellectual property rights, in all content and materials provided in connection with our Services, and reserve all rights not expressly granted to you. You acknowledge and agree that we may terminate this licence at any time in our sole discretion.

Open Source Software

Some aspects of our Services may include software or other materials offered under an open source or other third-party licence, in which case your use of our Services shall be governed by such third-party terms, in addition to these Terms.

FEEDBACK

You may voluntarily post, submit or otherwise communicate to us, including through third party channels (e.g., social media or Discord), any questions, comments, suggestions, ideas, original or creative materials or other information about the Services (collectively, “Feedback”). By posting or submitting any Feedback to us, you hereby irrevocably grant to us a perpetual, worldwide, unlimited, royalty-free, and fully transferable and sublicensable licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Feedback (in whole or in part) in any media and to exploit and incorporate the Feedback into other works in any format or medium now known or later developed, without restriction, without attribution, and free of charge without any obligation to compensate you or anyone else. You understand that we are not obligated to keep any Feedback confidential or refrain from using or disclosing it in any way for commercial and non-commercial purposes, and you agree to waive and never to assert any privacy, publicity, moral or other similar rights in connection with such Feedback.‍

THIRD PARTY ELEMENTS

Where any product, service, content, or functionality ("Third Party Element") originates from or is provided by a third party ("Third Party Provider"), and any part of our Services displays, publishes, makes available, incorporates, interfaces with, interoperates with, integrates with, or links to any such Third Party Element, you agree and acknowledge that:

We have no control over, and shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with the use of any Third Party Element. Any use by you of any Third Party Element on or through our Services is entirely at your own risk.
Third Party Elements may be subject to additional terms and conditions, availability and location serviceability of the Third Party Providers, over which we have no control. The fullest extent of our obligation is only to facilitate and make available such Third Party Elements (or part thereof) to you on a pass-through basis and "as received" by us. We may, in our sole discretion, suspend, discontinue or terminate all or any part of affected Services in the event that a Third Party Provider suspends, discontinues or terminates the Third Party Element, and/or its agreement(s) with us and/or you.
Where the Services contain links to Third Party Elements outside of the Services (for example, links to sites and resources by Third Party Providers), such links are provided for your information only and must not be interpreted as our approval of those linked functionalities or information you may obtain from them. We do not endorse and are not responsible or liable for any content, advertising, products, services, or materials on or available through such externally available Third Party Elements.

‍ARTIFICIAL INTELLIGENCE AND RELATED TECHNOLOGIES‍

We may, from time to time, use automated analysis, artificial intelligence, machine learning and related technologies to improve, create or maintain features, functionalities, information, data and/or content (collectively, "AI Features") provided to you as part of or in connection with our Services. If you choose to use such AI Features, you agree and acknowledge that:

You are interacting with a non-human algorithm, even if such AI Features purport to understand natural language queries and/or simulate realistic interactions.
Not all requests or queries made by you will be accepted by or compatible with the AI Features, and the AI Features may produce outputs that are inaccurate, inappropriate, not fit for use, or which lack context.
You accept the sole risk of any misunderstandings, inaccuracies, and/or lack of context in the responses generated by your use of any AI Features, and we shall not be liable to you or any third party in that regard.
We may, at times, process your requests more slowly, suspend, or restrict access to the AI Features, without providing any reason for doing so.
Such functionalities may integrate, interact or interoperate with Third Party Elements and/or be fully or partially provided by Third Party Providers.

NOT INVESTMENT ADVICE, NO INDUCEMENT TO TRADE, ETC

You agree and acknowledge that:

Our Services, and the information, data and content therein, are intended solely for educational and informational purposes. Nothing in our Services is intended to induce or attempt to induce any person to buy, sell, or hold any token or participate in any protocol or enter into, or offer to enter into, any agreement. The availability of our Services, or the grant of access and/or use of the same, shall not be construed in any way as: (i) an inducement to trade; (ii) a solicitation for orders or entry into any legal relations; or (iii) a prompt for any action or decision on your part regarding whether to undertake or consider undertaking any investment or trading decision or otherwise.
Our Services provide only general information, and may not be current or suitable for your investment or trading objectives, financial situation, and/or particular needs. Any statements made (including opinions, if any) are wholly generic and not tailored to the personal needs or unique circumstances of any individual. They should not be construed or relied upon as financial, investment, legal, tax, professional or any other advice, and we do not provide such advice or recommendations for any investments, trades, or products. You should not take, or refrain from taking, any action in reliance on any information on our Services without seeking independent verification or advice from your professional advisors.
We do not guarantee or promise any expected or projected success, profitability, return, performance, result, effect, consequence or benefit (whether economic, legal, regulatory, tax, financial, accounting or otherwise) in relation to any transaction you may enter into. Investment and trading decisions are subject to significant risks, including the possible loss of the principal amount invested. Past performance is not indicative of future results. Examples, where provided, are illustrative only. We may change our views and observations expressed at any time without notice, and we do not accept any liability whatsoever for any losses or liabilities arising from your use of or reliance on any information, data, or content obtained from our Services.

DISCLAIMERS AND EXCLUSION OF WARRANTIES

To the maximum extent permitted under applicable laws, our Services are provided on an "as is" and "as available" basis. We expressly disclaim, and you waive, all warranties of any kind, whether express or implied, including, without limitation, implied warranties of accuracy, adequacy, completeness, timeliness, performance, security, currency, conformance with description, continued availability, interoperability with other systems or services, reliability, availability, merchantability, quality, fitness for a particular purpose, title and/or non-infringement of third party rights. No such warranty or representation is given in conjunction with any of the Services, AI Features, Nansen Content, and/or Third Party Elements, including without limitation any and all information, content and materials contained therein.

This disclaimer also extends to any products, features, functionalities and services that we may make available to you from time to time as part of the Services prior to their general release that are labelled or otherwise communicated to you as "early access", "preview," "alpha," "beta," "beta services," "pre-release", "non-general release" or such other similar terminology.

We may temporarily suspend access to our Services or portions of our Services from time to time for maintenance without notice. We reserve the right to upgrade, modify, alter, suspend, discontinue, or remove, whether in whole or in part, the Services and/or Nansen Content, and/or any functionality provided therein, without giving any prior reason or notice. By doing so, we do not warrant any particular level of availability for our Services and are not responsible or liable to you or any third party for any losses due to downtime of our Services.

You understand that your access or use of our Services is at your own risk, and we expressly disclaim all liability and responsibility for any damages, losses, claims, or causes of action related to any of our Services. We do not guarantee that the Services will be secure or free from bugs or viruses, and you are responsible for ensuring the security of your device(s), information technology, computer programme(s) and platform(s) that you use to access our Services.

LIMITATION OF LIABILITY‍

To the fullest extent permitted by applicable laws, we shall not be liable to you for:

any loss of business; loss of goodwill; business reputation; business interruption; loss of profit (whether incurred directly or indirectly); loss of goodwill; loss of opportunity; loss of data; loss of use; and/or indirect or consequential losses which may be incurred by you, including without limitation any damages resulting from reliance by you on any information or errors in such information obtained from using our Services; and/or
any loss or damage which may be incurred by you as a result of:
1. any changes which we may make to our Services, including without limitation any permanent or temporary cessation in the provision of our Services (or any part thereof);
2. the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Services;
3. your failure to provide us with accurate account information; and/or
4. your failure to keep your password or personal information secure and confidential.

These limitations on our liability to you shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless us, our parent companies, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors from any and all claims, demands, liabilities, costs, and expenses (including but not limited to professional fees and expenses, loss of profit, damage to reputation, interest, and penalties), arising in connection with a breach by you or any user of your account under these Terms or arising out of a breach of your obligations, representation and warranties under these Terms.

TERMINATION

Without limiting our rights at law or elsewhere in these Terms, we may withdraw, modify, restrict, suspend or terminate your access to our Services (or any part thereof) at any time and in our sole discretion, without prior notice or liability, for any reason whatsoever, including without limitation:

if you breach or attempt to breach any provision of these Terms in any way;
if any information provided or representation made by you is false, misleading, or otherwise has an adverse material impact on us; and/or
if required to do so by applicable law.

Even if your access to our Services is withdrawn, modified, restricted, suspended, or terminated, you shall remain liable for all amounts owed to us and any other obligations or liabilities you may have incurred under these Terms.

All provisions of our Terms which by their nature should survive termination shall survive termination, including, without limitation, indemnification, intellectual property ownership, disclaimers and exclusion of warranties and limitations of liability.

GOVERNING LAW AND JURISDICTION

These Terms, their subject matter and their formation, are governed by the laws of Singapore. Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these Terms, 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 ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

In respect of any court proceedings in Singapore commenced under the International Arbitration Act 1994 in relation to the arbitration, the parties agree: (a) to commence such proceedings before the Singapore International Commercial Court (the "SICC"); and (b) in any event, that such proceedings shall be heard and adjudicated by the SICC.

OTHER TERMS

Force Majeure. We shall not be liable for non-performance, error, interruption or delay in the performance of our obligations under these Terms if this is due, in whole or in part, directly or indirectly, to an event or failure which is unavoidable, beyond our reasonable control, or which renders impossible the performance of such obligation.

Assignment. We may assign, transfer, novate, sub-contract, or otherwise deal with any or all of our rights and obligations under these Terms and such dealings shall not release you from your obligations or liabilities under these Terms. You shall not assign, novate, or transfer any or all of your rights and/or obligations under these Terms, nor dispose of any right or interest in it, without our prior written consent.

Waiver. Our failure to enforce or delay in enforcing any right or provision of these Terms will not be considered a waiver of those rights.

Cumulative Rights. Unless expressly provided otherwise, our rights and remedies under these Terms are cumulative and do not prejudice any rights or remedies (whether at law or otherwise).

Entire Agreement. These Terms, and the documents referred to in it, embody the entire agreement and understanding between you and us relating to the subject matter of these Terms, and supersedes all prior agreements and understandings relating to the Services.

Severability. If any court or tribunal, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid or unenforceable, then that provision will be removed from these Terms without affecting the rest of these Terms, and the remaining provisions of these Terms shall continue to be valid and enforceable.

Third Party Rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of these Terms.

CONTACT US

If you have any questions about these Terms, please contact us via email at support@nansen.ai.

These Affiliate Marketing Terms (the “Terms”) govern your participation in any Nansen Affiliate Marketing Program ("Program") offered by Nansen Pte. Ltd. (”Nansen”, “we”, “us”, or “our”).By registering for a Program, you agree to accept and comply with these Terms, which may be modified by Nansen in its sole discretion from time to time, in which case the new Terms will supersede prior versions. Your continued participation in any Program following the effective date of any such modification may be relied upon by Nansen as your consent to any such modifications. If you sign up for a Program as a representative of an entity or organization, you hereby represent and warrant that you have the authority to register that organization in our Program and bind that organization to these Terms.For clarity, these Terms apply to various Programs which may be offered by Nansen from time to time. Each Program may have its own specific terms and conditions (”Program Specific Terms”). If a conflict arises between these Terms and any Program Specific Terms, these Terms will prevail unless the Program Specific Terms expressly states otherwise.

Eligibility for Program.
Registration for a Program does not guarantee acceptance by Nansen into a Program, which is entirely at Nansen's discretion. We may reject your application at any time without giving any reason. All information collected during the registration process will be handled in accordance with our Privacy Policy. Once accepted into a Program, you will be referred to as a "Affiliate". As an Affiliate, you may be eligible to receive compensation or other in-kind benefits by creating, sharing, or distributing content about Nansen’s services, subject to the terms and conditions of the applicable Program Specific Terms. Nansen reserves the right to terminate your participation in a Program at any time. Please note that acceptance into one Program does not guarantee acceptance into any other Program offered by Nansen.
1. Program Compliance Requirements. To participate in a Program and receive compensation or other in-kind benefits (”Rewards”), you must comply with these Terms and our Program Specific Terms. We reserve the right to monitor your website(s) or marketing channels at any time to determine your compliance level, although we are not obligated to do so.
2. Violations. If you breach these Terms, our Program Specific Terms, or any other applicable terms and conditions (including but not limited to our Terms of Services), we reserve the right, in addition to any other available rights or remedies, to permanently withhold all Rewards that were offered to you under any Program.
Rewards
If any compensation or in-kind benefits are contemplated by the Program that you participate in, the following shall apply unless expressly specified otherwise in the applicable Program Specific Terms.
1. Affiliate Links. As an Affiliate in a Program, you may receive an affiliate link for the purposes of your participation ("Affiliate Link"). When a customer purchases a subscription to our services through your Affiliate Link, you may receive Rewards as detailed in the applicable Program Specific Terms.
2. Eligibility for Rewards. You are only eligible for Rewards under a Program for customer transactions completed through: (i) the Affiliate Link we provide to you, and (ii) Nansen's self-service purchase process. If a prospective customer does not complete a purchase after clicking on your Affiliate Link, you will not be eligible for any Rewards. This applies even if the customer later buys a subscription directly from Nansen's website or through another link. If a customer enters the purchase process through your Affiliate Link but completes their purchase through a Nansen account executive or another sales-assisted process, you will not receive any Rewards. Unless stated otherwise in the Program Specific Terms, you are only eligible for Rewards on a customer's initial purchase and cannot earn Rewards on any subsequent purchases. You will not be eligible for any Rewards if the first click on the Affiliate Link occurs after your participation in a Program has ended or been terminated.
3. Responsibility for Taxes. You are solely responsible for complying with all relevant regulatory and tax requirements that may be applicable to your participation and receipt of Rewards from any of our Programs, including but not limited to paying any taxes imposed by a governmental authority on any Rewards you receive.
4. No Employment or Agency Relationship. Your participation in any program or receipt of any rewards does not establish any employment or agency relationship with Nansen. You acknowledge that you are not entitled to any compensation, options, stock, or other rights or benefits typically provided to our employees. You also have no authority to make any representation, contract, or commitment on behalf of Nansen, except that you may market and promote Nansen and our products/services within the scope of the Program you are registered for, subject to the terms and conditions of these Terms.
Participation and Compliance
1. Compliance. Our Affiliates are allowed to market and promote Nansen and our products/services to potential customers, but only according to these Terms. All marketing and promotional activities must be carried out accurately and honestly, without making any false or misleading claims about us or our products/services. You agree to comply with all relevant laws, rules, regulations, industry best practices, and regulatory guidelines related to sponsored posts and advertising copy. If Nansen requests the removal of an Affiliate Link from any website or marketing channel(s), you must comply within twenty-four (24) hours.
2. Restrictions on Marketing Content or Materials. Without limiting the above, you must not use any marketing content or materials which:
  1. falsely claim to be from Nansen;
  2. violate any laws or regulations;
  3. are misleading, false, or inaccurate;
  4. are offensive, obscene, or inappropriate;
  5. disparage Nansen and/or our products/services; or
  6. infringe upon a third party's intellectual property rights.
3. Other Restrictions. In addition to the above, you agree not to:
  1. misrepresent or embellish our relationship with you (including by implying that we support, sponsor, or endorse you), or suggest any affiliation between us and you or any other person or entity;
  2. present yourself as a Nansen employee or representative;
  3. disrupt the operation of any Program;
  4. remove or alter any copyright, proprietary rights notices, or other notices within Nansen’s content;
  5. modify, obscure, minimize, or alter the information in Nansen’s content;
  6. use any Affiliate Link on coupon deal or aggregator websites;
  7. act as a reseller of our products/services;
  8. use any name or mark similar to Nansen's without written approval;
  9. use your Nansen Affiliate Link in a spammy manner; or
  10. violate our Terms of Services with your use of the Nansen Affiliate Link.
4. Nansen Customers. Our customers are not, by virtue of your participation in a Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on our website will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with Nansen or our products/services, you will direct customers to contact support@nansen.ai, or to follow instructions on our website to address customer service issues.
5. Nansen Affiliate Content. To support your advertisement and marketing of the Services, we may provide you with data, images, text, link formats, widgets, links, Nansen Marks, marketing content, and other linking tools, application program interfaces, and other information related to the Program and our products/services ("Nansen Affiliate Content"). You are permitted to use the Nansen Affiliate Content solely for the purposes of marketing and promoting our products/services in accordance with these Terms. If we update the Nansen Affiliate Content, you should make a reasonable effort to use the updated content and stop using the previous version.
6. Publicity. We may, and you agree to grant us permission to, use your name, likeness, and public marketing content regarding our products/services solely to reference you as an Affiliate in a Program through Nansen-owned or operated channels, including digital channels, social media, and websites. You may revoke this grant at any time by sending an email to affiliate@nansen.ai with your notice of revocation, and we will use commercially reasonable efforts to cease new uses of such references within 5 business days and to update our website and social media and marketing channels to remove any past references.
License and Ownership
1. License to Nansen Affiliate Content and Marks. Subject to these Terms, we grant you a limited, nonexclusive, revocable, non-transferable, non-sublicensable royalty-free license to: (a) use, reproduce, distribute, perform, display and prepare derivative works of the Nansen Affiliate Content; and (b) use and display our name, logo, trademarks, and other brand identifiers (“Nansen Marks”) for the sole purpose of promoting our products/services and Nansen and in accordance with any branding guidelines we provide and any applicable Program Specific Terms. All use of Nansen Marks (and goodwill associated therewith) inures to our benefit.
2. Ownership. You own and retain all intellectual property rights in your content, except (i) to the extent such content incorporates any Nansen Intellectual Property; and (ii) for the licenses granted herein. Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. We own and retain all intellectual property rights in our products/services, Nansen Affiliate Content, and Nansen Marks, including any modifications and derivative works thereto (“Nansen Intellectual Property”), and to the extent you create any such modifications or derivative works, you hereby assign all intellectual property rights to such modifications and derivative works to Nansen.
3. License to Your Content. You grant us a limited irrevocable, perpetual, worldwide, nonexclusive, transferable, and royalty-free license to copy, use, reproduce, modify, publish, post, translate, create derivative works from, distribute, transmit, and display the content you create in connection with your participation in any Program through any medium or channel, including Nansen-branded digital channels, social media, or websites (including re-posting or re-sharing the original content), solely to promote Nansen and Nansen’s products and services.
Confidentiality
In the event that you receive information, materials or knowledge regarding us and our business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that would reasonably be understood to be confidential (“Confidential Information”) in the course of your participation in our Programs, you shall hold such Confidential Information in strict confidence and treat that information with the same degree of care as you use in dealing with your own confidential information, but no less than a reasonable degree of care. You will only use Confidential Information in relation to the Program. If you are an organization, you may share Confidential Information with your employees or professional advisors who need to know it and if they have agreed to terms at least as protective of the Confidential Information as those in these Terms. Other than as allowed in the preceding sentence, you will not disclose or make Confidential Information available to any third-party, except as specifically authorized by us in writing.
Suspension & Termination
You acknowledge and agree that either you or we may suspend or terminate your participation in a Program at any time, with or without cause, by giving the other party written notice. Accordingly, your rights to use any Affiliate Link, Nansen Affiliate Content, and the Nansen Marks shall cease upon suspension or termination. We may hold accrued unpaid Rewards for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancellations or downgraded subscriptions).
Disclaimers
We do not make any representations, warranties, or covenants regarding the amount of traffic or rewards you can expect at any time in connection with any Program. We will not be liable for any actions you undertake based on your expectations. Any information or materials we provide, including any Affiliate Link(s), are provided "as is" without any warranties. You acknowledge and agree that Affiliate Links may operate on a "last-click" model and we are not responsible for any payment of fees if a customer transaction is not completed using your Affiliate Link. To the extent permitted by law, we expressly disclaim all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.
Indemnification
You will defend, indemnify, and hold harmless Nansen, its officers, directors, employees, agents, and affiliates (“Indemnified Parties”) from and against any and all damages, liabilities, and expenses (including settlement costs and reasonable attorneys’ fees) incurred by Nansen arising from any third-party claims related to: (a) your breach of these Terms or applicable law or regulation; (b) your website, your content, or materials used by you in connection with any Program; and (c) your negligence or willful misconduct. We will have the right to approve any counsel retained to defend against any claim in which Nansen is named a defendant, and we will not unreasonably withhold this approval. We will have the right to control and participate in the defence of any such claim concerning matters that relate to us at our expense, and you will not settle any claim without our reasonable consent. If, in our reasonable judgment, a conflict exists between the interests of us and you in such a claim, we may retain our own counsel whose reasonable fees will be paid by you.
Limitation of Liability
To the extent permitted by applicable law, we will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising in any manner, even if we were aware of the possibility of such damages, and despite the failure of the essential purpose of any limited remedy stated in these Terms. Our liability arising out of these Terms will not exceed the greater of (i) the amount actually paid or payable to you under these Terms for the applicable Program in the twelve months prior to when the claim arose; or (ii) $500 USD.
Governing Law and Jurisdiction
These Terms are governed by the laws of Singapore. Any dispute arising out of or in connection with these Terms 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 ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
Other Terms
1. General. These Terms supersede any prior agreements or understandings between all parties regarding the subject matter hereunder. The Terms, including any Program Specific Terms, constitute the entire agreement between the parties related to this subject matter. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Terms will remain in full effect. A waiver of any default is not a waiver of any subsequent default. There are no third-party beneficiaries to these Terms.
2. No Assignment. You cannot assign these Terms, whether by operation of law or otherwise, without our express prior written approval. Subject to this restriction, these Terms will be binding on, benefit, and be enforceable against all parties, their successors, and assigns.
3. Survival. All sections in these Terms, which are either explicitly stated to survive or are implicitly intended to survive termination or expiration, shall continue to survive regardless of the termination or expiration of the Terms.
4. No Economic Sanctions. By registering for a Program, you declare and ensure that you are not subject to any sanctions regulations, nor do you reside in a country that is subject to any sanctions regulations.

Definitions and Interpretation
1. “Agreement” means the terms and conditions set out in this Master Services Agreement, together with all supplemental terms and conditions included in an Order Form and/or Statement of Work, and any other documents explicitly incorporated by reference by mutual agreement of the Parties.
2. “Authorised Users” means the Customer’s employees, contractors, and agents who use the Subscription Services for the Customer’s internal business purposes.
3. “Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including but not limited to the pricing terms, product plans and designs, business processes, security notifications, and communications.
4. “Customer” means the individual or entity who has entered into an Order Form with Nansen under the terms of this Agreement. A reference to Customer shall also include the Customer’s Authorised Users, as the context may require.
5. “Custom Services” means advisory, consulting, development, integration, or other services and deliverables provided by Nansen, as further described in the applicable Order Form with Statement of Work.
6. “Custom Services Term” means the expected term or duration of any Custom Services provided hereunder as set out in the relevant Statement of Work.
7. “Deliverables” means the items to be provided by Nansen pursuant to the Agreement and any Order Form and/or Statement of Work. Deliverables may be developed by Nansen pursuant to the Agreement and any Order Form with a Statement of Work, including through the provision of Custom Services for dashboards, materials, reports, designs, research, result or deliverable.
8. “Fees” means the amounts payable by the Customer to Nansen for the Services and Deliverables provided under the Agreement, as specified in the applicable Order Form and/or Statement of Work. Fees may include, but are not limited to, subscription fees, service fees, and any additional charges agreed to by the Parties.
9. “Force Majeure Event” means any circumstances beyond a Party’s reasonable control which could not have been prevented by reasonable precautions, including, but not limited to, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such Party.
10. “Intellectual Property Rights” means any and all of a Party’s patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
11. “Nansen” refers to Nansen Pte. Ltd., a company incorporated in Singapore, or any of its affiliates, successors or assignees and may also be referred to as "We", "Us" or "Our".
12. “Nansen Data” refers to any data, information, or content provided through the Services by Nansen, including but not limited to analytics, databases, reports, or any other materials furnished in connection with the Services.
13. “Order Form” means Nansen’s generated service order form(s) or online ordering document or process that is completed, executed, or approved by the Customer with respect to Services provided by Nansen.
14. “Party” means either Nansen or the Customer, as applicable, and collectively, Nansen and the Customer may be referred to as the “Parties”.
15. “Services” means the services provided by Nansen under the relevant Order Form and/or Statement of Work, including, without limitation, Subscription Services and Custom Services, along with their related Deliverables, if applicable.
16. “Statement of Work” means the sections, tables, appendices, annexes, or other provisions in the Order Form executed by Customer, setting forth the Custom Services to be performed and Deliverables to be provided by Nansen.
17. “Subscription Services” means ongoing services provided by Nansen on a subscription basis, as detailed in the applicable Order Form. These services may include access to APIs, software, platforms, tools, updates, maintenance and/or support services as may be made available by Nansen.
18. “Subscription Term” means the expected term or duration of any Subscription Services provided here under as set out in the relevant Order Form.
19. “Taxes” means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial, or foreign jurisdiction.
Agreement Structure
1. This Agreement sets out the terms and conditions, and establishes a framework, under which Nansen will provide Services and/or Deliverables to Customer pursuant to any Order Form and/or Statement of Work, as applicable.
2. If the Customer is purchasing Subscription Service(s), the Customer shall enter into an Order Form with Nansen which shall set out the Subscription Service(s) and the relevant Fees.
3. If the Customer is purchasing Custom Services, Nansen and Customer shall enter into an Order Form with a Statement of Work describing the scope of the Custom Services and/or Deliverables, and the relevant Fees.
4. Each Order Form and/or Statement of Work shall, once validly executed by both Parties, constitute a binding contract between the Parties which incorporates and is subject to the terms and conditions of this Agreement.
Customer’s Obligations
1. Customer warrants and represents that it has all necessary rights and authority to enter into this Agreement. If Customer is entering into this Agreement on behalf of a company, organization, educational institution, or agency, Customer warrants and represents that it has the right and authority to legally bind such entity or organization to the terms and obligations of this Agreement.
2. In consideration for Nansen’s provision of the Services, Customer shall pay the Fees specified in the Order Form and/or Statement of Work. Customer acknowledges that:
  1. Save as otherwise agreed, Customer irrevocably commits to the Services purchased. All payment obligations relating to the Services are non-cancellable and Fees paid shall be non-refundable.
  2. Where an invoice for Fees is issued by Nansen, the Fees are payable immediately unless otherwise specified. Customer is responsible for making all payments without withholding or deduction of, or in respect of, any Taxes. If any withholding or deduction is required by law, Customer shall, when making the payment to which the withholding or deduction relates, pay to Nansen such additional amount as will ensure that Nansen receives the same total amount of Fees that it would have received if no such withholding or deduction had been required.
  3. If Nansen does not receive timely payment in accordance with this Agreement, Nansen shall be under no obligation to provide any or all of the Services while the invoice concerned remains unpaid, and Nansen may disable the Customer’s access to any or all of the Services. Any undisputed payment not received from Customer by the due date may accrue late fees or charges at the maximum rate permitted by applicable law, with such late fees or charges accruing from the due date until the date paid. Customer shall be liable for all collection fees and expenses, including reasonable attorney fees, incurred by Nansen relating to any unpaid and undisputed payments.
Subscription Services
1. During the Subscription Term, Nansen permits the Customer’s designated Authorised Users to access and use the Subscription Services solely for the Customer’s internal business operations.
2. Customer hereby undertakes that:
  1. the number of Authorised Users shall not exceed the number of seats or accounts as set out in the Order Form;
  2. each seat or account may only be used by one Authorised User, and any changes to the Customer’s current Authorised Users shall be notified to Nansen in a timely manner;
  3. each Authorised User shall keep their access credentials confidential and not share them with any third party without Nansen’s express authorisation; and
  4. as between Customer and Nansen, Customer is responsible for its Authorised Users’ compliance with the provisions of this Agreement and for any and all activities that occur under an account or seat, which Nansen may verify from time to time.
3. Customer shall not, without Nansen’s express written consent:
  1. attempt to “crawl”, “scrape”, “spider”, or otherwise copy, extract, modify, reverse compile, disassemble, reverse engineer, duplicate, create derivative works of or from, or distribute all or any portion of, the Nansen Data or Subscription Services;
  2. access or use any part of the Subscription Services for any unlawful, harmful, or fraudulent activities, or to build a product or service which competes with the Subscription Services; or
  3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or make the Nansen Data or Subscription Services available to any third party.
4. Nansen makes no representation or commitment, and shall have no liability or obligation whatsoever, in relation to any content or use of, or correspondence with, any third party website accessible via the Subscription Services, or any transactions completed, and any contract entered into by the Customer, with any such third party.
Custom Services
1. Nansen shall provide the Custom Services to the Customer on and subject to the terms of this Agreement during the Custom Services Term.
2. Each Custom Service and/or Deliverable is limited to the scope or description detailed in the Statement of Work within the Order Form. Except where agreed in writing, Nansen has no duty or obligation to change, update, or supplement any Deliverables after the Customer’s execution of the Order Form with Statement of Work, whether in light of new information provided by Customer or variations in any other relevant information forming the basis of the Deliverables. Any requests for changes, supplements, or additions to the Deliverables should be made by Customer in writing and shall be valid only if agreed in writing by Nansen through the execution of an addendum or supplement to the Order Form with Statement of Work.
3. Subject to Customer’s full payment of Fees related to the Services, Nansen grants to Customer a non-exclusive, non-transferable, non-sub licensable, worldwide, royalty-free licence to use the Deliverables solely in connection with, and under the same provisions as, their use of the Custom Services for the Customer’s internal business purposes.
Intellectual Property Rights
1. Each Party shall retain all rights, title and interest in any of its respective Intellectual Property Rights. The limited rights granted to Customer to use the Service(s) under this Agreement do not convey any additional rights, title or interest in the Service(s) or in any Intellectual Property Rights of Nansen associated there with. Subject only to the Customer’s limited rights to access and use the Services as expressly stated herein, all rights, title and interest in and to the Services, including any Deliverables, documents, work products, or materials that are delivered or provided to Customer or prepared by or on behalf of Nansen in the course producing the Deliverables (as applicable), will remain with Nansen and belong exclusively to Nansen.
2. To the extent that Customer provides suggestions, enhancement requests, recommendations, or other feedback relating to the Services to Nansen (“Feedback”), Customer agrees to grant all rights, title and ownership in and to all such Feedback to Nansen. To the extent ownership rights are not effectively transferred to Nansen above, Customer grants to Nansen a worldwide, perpetual, irrevocable, royalty-free licence to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to Customer.
Confidential Information
1. In connection with the Services, each Party may be given access to the Confidential Information of the other Party in order to perform its obligations under this Agreement. Each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information solely (a) to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation.
2. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.
3. Given the unique nature of Confidential Information, the Parties agree that any violation or threatened violation by a Party to this Agreement with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.
Disclaimer
1. The Services, including the Nansen Data, are provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by law. Nansen expressly disclaims any and all warranties, representations, conditions and all other terms of any kind whether express or implied, including, but not limited to, any implied warranties of merchant ability, title, fitness for a particular purpose, and non-infringement. Customer acknowledges that Nansen does not warrant that the Customer’s use of the Services will be uninterrupted or error-free, and no information or advice obtained by Customer from Nansen or through the Services shall create any warranty not expressly stated in this Agreement.
Indemnification
1. Subject to Clause 10, Nansen shall defend the Customer against any claim brought by a third party that the Customer’s use of a Service as permitted hereunder infringes a third party’s valid patent, copyright, trademark or trade secret, and Nansen shall indemnify the Customer for any amounts awarded against the Customer in final judgment or settlement of such claims, provided that:
  1. Nansen is promptly notified of any threat or notice of such claim;
  2. Nansen will have sole, exclusive control and authority to defend and/or settle the claim; and
  3. Customer fully cooperates with Nansen in connection therewith.
2. In the defence or settlement of any claim, Nansen may procure the right for the Customer to (a) continue using the Service; (b) replace or modify a Service to make it non-infringing; or (c) if such remedies are not reasonably available or practicable as determined by Nansen, terminate this Agreement on two (2) days’ notice and repay the Customer, on a pro-rata basis, any Fees paid in advance to Nansen for any unused Subscription Term or Custom Services Term for such Services.
3. Nansen will have no liability or obligation under this Clause 9 with respect to any third party claim to the extent that the alleged infringement is based in whole or in part on (a) Nansen’s compliance with designs, data, instructions or specifications provided by Customer; (b) modification of the Service(s) by anyone other than Nansen or its employees, agents or contractors; or (c) the combination, operation or use of the Service(s) with other third party products or services where a Service would not by itself be infringing. This Clause 9 states the sole, exclusive and entire liability of Nansen to Customer, and Customer’s sole remedy, with respect to any third party claim for infringement of any intellectual property right.
4. Customer shall defend and indemnify Nansen against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services other than in accordance with this Agreement.
Limitation of Liability
1. To the greatest extent permitted under law, under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) shall Nansen be liable to Customer for any loss of profits, loss of sales or business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any other type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, charges, costs or expenses however arising in connection with this Agreement, the Services or Deliverables, regardless of whether Customer has been advised of the possibility of or could have foreseen such damages.
2. Notwithstanding anything to the contrary in this Agreement, Nansen’s total aggregate liability to the Customer for any and all claims arising out of this Agreement, the Services or Deliverables, shall in no event exceed the Fees paid by the Customer during the twelve (12) months prior to the first event or occurrence giving rise to such liability. Customer acknowledges and agrees that the essential purpose of this Clause 10.2 is to allocate the risks under this Agreement between the Parties and limit potential liability given the Fees, which would have been substantially higher if Nansen were to assume any further liability other than as set forth herein. Nansen has relied on these limitations in determining whether to provide Customer with the Services and/or Deliverables under this Agreement. The limitations set forth in Clause 10.2 shall not apply to claims or damages resulting from Clause 9.1 of this Agreement.
Term and Termination
1. Subscription Services
  1. The Subscription Services shall commence on the start date specified in the Order Form and, unless otherwise terminated in accordance with this Agreement, shall continue for the initial Subscription Term as applicable
  2. The Subscription Services shall automatically renew for successive periods of the same duration as the initial Subscription Term (each a “Renewal Term”), unless either Party notifies the other Party in writing of its intention to terminate the Subscription Services without renewal at least thirty (30) days before the end of the initial Subscription Term or any Renewal Term
  3. Nansen may grant access to the Subscription Services on a trial basis under this Agreement solely for Customer’s internal testing and evaluation purposes. Such trial access may be terminated by Nansen at any time
2. Custom Services
  1. The Custom Services shall commence on the start date specified in Order Form and/or the Statement of Work, and shall continue for the Custom Services Term unless otherwise terminated in accordance with this Agreement
3. Termination for Breach
  1. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:
    1. the other Party is in material or persistent breach of any of its obligations under this Agreement and either that breach is incapable of remedy, or the other Party has failed to remedy that breach within thirty (30) days after receiving written notice requiring it to remedy that breach; or
    2. the other Party is unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction
  2. Notwithstanding any provision to the contrary, Nansen reserves the right to, without incurring any liability to Customer, restrict or suspend Customer’s rights to access and use the Services (or any part thereof) if Nansen reasonably believes that Customer has breached any of its obligations under this Agreement.
4. Consequences of Termination
  1. On termination of this Agreement:
    1. the Customer’s rights to access and use the Services as granted under this Agreement shall immediately terminate;
    2. each Party shall make no further use of any Confidential Information (and all copies of them) belonging to the other Party;
    3. the due date of all invoices will be automatically accelerated to the effective date of termination and Customer shall be liable to pay for all Services provided to the date of termination; and
    4. the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
  2. In any circumstances under this Agreement in which a Party may exercise its right of termination, the Party may instead choose to terminate only part of the relevant Order Form and/or Statement of Work by taking the option to terminate individual Services or Deliverables, rather than terminating the Agreement in its entirety.
Force Majeure
1. If a Party’s performance of its obligations under this Agreement is prevented, hindered, or delayed due to a Force Majeure Event, the impacted Party will be excused from performing those obligations affected by the Force Majeure Event for as long as it continues. The impacted Party must promptly notify the other Party of the Force Majeure Event and use commercially reasonable efforts to resume performance as soon as possible, including using alternate sources or workaround plans. Under no circumstance will a Force Majeure Event excuse a Party’s obligations to make payments when due, unless such Force Majeure Event results in a failure of the banking system that deprives the Party’s access to otherwise available funds. If the Force Majeure Event continues for a continuous period of more than 6 months, either Party may terminate this agreement by written notice to the other Party.
Publicity
1. The Customer grants Nansen the right to use the Customer's name, logo, and trademarks in Nansen's marketing materials, including but not limited to its website, presentations, and press releases, solely for the purpose of identifying the Customer as a client of Nansen. In addition, the Customer agrees to cooperate with Nansen in creating case studies, press releases, or other marketing content regarding Nansen’s provision of Services, provided that such content is mutually agreed upon and does not disclose any Confidential Information
General Provisions
1. Assignment. The Customer shall not, without the prior written consent of Nansen, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Nansen may at any time assign, transfer, charge, sub-contract ordeal in any other manner with all or any of its rights or obligations under this Agreement.
2. Entire Agreement. This Agreement, and any documents referred hereto, constitute the entire agreement and understanding of the Parties and supersedes all prior oral or written arrangements, understandings, or agreements relating to the subject matter of this Agreement. In the event of any conflict or inconsistency, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
3. Notices. All notices provided by a Party to the other under this Agreement may be delivered in writing by electronic mail to the electronic mail address(es) provided by each Party in the Order Form. All notices provided by either Party to the other shall be deemed to have been given immediately upon delivery by electronic mail.
4. Relationship of the Parties. The Parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, general agency, fiduciary or employment relationship between the Parties.
5. Severability. If any term in this Agreement is determined to be invalid or unenforceable by a competent court or governing body, such term shall be replaced with another term consistent with the purpose and intent of this Agreement, and the remaining provisions of this Agreement shall remain in effect.
6. Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall so survive, including, but not limited to, provisions relating to confidentiality, indemnification, limitation of liability, payment obligations, and any accrued rights to payment.
7. Exclusion of Third Party Rights. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person (other than the Parties hereto) any right, benefit, or remedy under this Agreement
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Singapore
9. Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause.