Horangi Client Terms of Business

Last updated: 25 October 2019

In these Horangi Client Terms of Business (“Terms of Business”), “Horangi” and “Client” refer to the Horangi and Client entity stated on the applicable Ordering Document validly executed between Horangi and Client.

Provisions in these Terms of Business regarding access to and use of specific products and services (including the Product and the Professional Services) apply only to the extent Client has purchased them.

1. Binding Agreement

(a) The Ordering Document, these Terms of Business, and the Product Use Agreement (available at https://horangi.com/legal) incorporated herein by reference, constitute the entire agreement between Horangi and Client (“Agreement”) concerning the subject matter of this Agreement, and it supersedes, and its terms govern, all prior proposals, agreements, understandings, or other communications between the parties, oral or written, regarding such subject matter. Horangi and Client may be collectively referred to as the “Parties” and individually as a “Party” for the purposes of this Agreement. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party.

(b) This Agreement shall become binding between the Parties as of the Effective Date stated in the Ordering Document (“Effective Date”) and shall remain effective for the duration of the term stated in the Ordering Document (“Term”).

(c) Separate scopes of work may be agreed upon between Horangi and Client, and executed through separate Ordering Documents. The latest versions of these Terms of Business and the Product Use Agreement available as of the Ordering Document Effective Date shall constitute the Agreement with respect to each such separate Ordering Document.

(d) In the event of any inconsistency or conflict between the terms of the Ordering Document, these Terms of Business, and/or the Product Use Agreements:

• (i) the terms of the Ordering Document shall prevail over those of these Terms of Business and the Product Use Agreement, to the extent necessary to resolve such inconsistency or conflict; and
• (ii) the terms of these Terms of Business shall prevail over those of the Product Use Agreement, to the extent necessary to resolve such inconsistency or conflict.

2. Definitions

(a) All capitalised terms used in these Terms of Business and not otherwise defined herein shall have the meanings ascribed to them in the Product Use Agreement.

(b) ”Horangi Personnel” means all employees, independent contractors, and subcontractors (if any) engaged by Horangi to perform the Professional Services.

(c) “Offerings” means any and all software products (including the Product) and Professional Services made available by Horangi to Client.

(d) “Ordering Document” means any written sales order, quotation, proposal, or other similar document detailing Offerings to be provided by Horangi under a Statement of Work, and accepted by Horangi as genuine.

(e) “Partners” means all individuals, corporations, businesses, and other legal entities with whom Horangi has an ongoing professional or commercial relationship for the referral and/or resale of software products and services.

(f) “Statement of Work” or “SOW” means a mutually agreed upon statement of work detailing Offerings to be provided by Horangi, the applicable metrics on which such Offerings are to be provided, the Fees to be paid, and as applicable, any delivery schedules, timelines, specifications, details, and any other terms agreed upon between Horangi and Client.

3. The Offerings and Deliverables

(a) On or from the Ordering Document Effective Date, and subject to the payment of the applicable Fees (as defined in Section 5 below), Horangi shall provide Client with the Offerings and the Deliverables stated in the Ordering Document in accordance with the terms of this Agreement.

(b) The precise scope of the Offerings and Deliverables to be provided shall be as described in the Ordering Document only, and Horangi shall not be required to provide any other Offerings or Deliverables to Client other than those expressly agreed. Horangi Personnel may, in their discretion, determine whether to accept or reject requests for additional Offerings.

(c) Where the Offerings comprise or require access to and use of the Product, such access and use shall be subject to the Product Use Agreement. Client acknowledges that it has read, and agrees to be bound (and to procure all Authorised Users of Client to be bound), by the Product Use Agreement.

(d) Client acknowledges that Horangi’s ability to provide the Offerings depends upon full and timely cooperation by Client and Client’s staff, as well as the accuracy and completeness of any information provided by Client to Horangi.

(e) Client fully authorises and consents to Horangi providing the Offerings to Client as stated in the Ordering Document, and represents and warrants to Horangi that:

• (i) Client has full right, power and authority to consent to have Horangi scan for vulnerabilities of the IP addresses, URLs, and/or domain names identified by Client for scanning, whether electronically or by any other means, whether on the Product or by any other means;
• (ii) Client owns the systems to be tested and/or have obtained or will obtain all necessary third party authorisation for Horangi to scan for such vulnerabilities;
• (iii) Client understands that unauthorised scanning may constitute crimes under, inter alia, the Penal Code and Computer Misuse Act of Singapore, unless expressly authorised by Client; and
• (iv) Client has made all necessary system backups and implemented all necessary disaster recovery plans and procedures to return Client’s system, network, or other infrastructure to its pre-service state.

(f) Horangi shall not be liable for Client’s or any third party’s data loss arising from or in connection with the provision of the Offerings.

4. Primary and Billing Contacts

(a) All notices, authorisations, and requests given or made in connection with this Agreement, including notices of termination, must be sent by post, express courier, or email to:

• (i) Horangi Address: 109 North Bridge Rd, #05-21 WeWork at Funan, Singapore 179097
  Email: Either [email protected] or [email protected]
  Where applicable, the other avenues made available by the Customer Success Manager assigned to Client.
• (ii) Client Address: The corporation, business, or other legal entity stated in the Ordering Document, and the accompanying address.
  Email: The email addresses of either the Primary Contact or Billing Contact stated in the Ordering Document

(b) Notices will be deemed delivered on the date shown on the postal return receipt or on the courier, facsimile or email confirmation of delivery, except as otherwise required by operation of law.

5. Fees

(a) Client shall pay Horangi the fees in such amounts and currencies stated in the Ordering Document (the “Fees”).

(b) All amounts due to Horangi invoiced in accordance with the Billing Frequency stated in the Ordering Document shall be paid by Client within thirty (30) days (or such other Credit Term stated in the Ordering Document) after Client’s receipt of such invoice. In the event payments are not received by Horangi within this period, Horangi may:

• (i) charge interest on any such unpaid amounts at a rate of five percent (5%) per month compounded monthly or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and/or
• (ii) suspend provision of any and all Offerings until payment has been made in full.

(c) The Fees exclude all applicable bank transfer fees and charges, as well as taxes, duties, tariffs, value added taxes or other governmental charges required by law, and such applicable taxes or fees will be borne by Client. Horangi is responsible for taxes based upon its own net income only.

(d) If Client is a government entity, Horangi shall comply with the requirements of law in Client’s jurisdiction regarding the amount of, calculation of, and payment of travel and living expenses which have been brought to Horangi’s attention in writing.

6. The Product

(a) Horangi may provide some or all of the agreed Offerings and Deliverables to Client via the Product. Additional terms and conditions relating to the Product may be found in the Product Use Agreement.

(b) During the Term, Horangi may: (i) add support for new software products in the Product made and/or provided by Horangi or one or more of its Partners; and/or (ii) discontinue support for the Product which are obsolete or unable to be provided for various reasons. If Horangi discontinues support for any Product, it will give reasonable notice to Client of such discontinuance.

(c) There may be cases where Client’s implementation of certain software products in the Product cannot be effectively supported. Where necessary, Horangi will notify Client if it determines such a situation exists. If Client is unwilling and/or unable to modify the said implementation to make it effectively supportive within thirty (30) days from receipt of notice, Horangi shall not be obligated to provide additional support for that particular implementation.

(d) Horangi shall not be required to provide support of any kind for products, whether hardware, software, or otherwise, which are: (i) not validly-licensed to Client; and/or (ii) not part of the Product.

7. Professional Services / Solutions

(a) Client requests and authorises Horangi, and Horangi agrees, to perform the Professional Services as scoped in the Ordering Document on the terms of this Agreement. All Professional Services shall be limited to the agreed set of devices, systems, infrastructure, applications, and hosts clearly set out, identified, and agreed (i) in the Ordering Document; or (ii) in writing between Horangi and Client.

(b) Any additional services requested which either do not fall within and/or are materially different from those in Section 7(a) above will be considered out of scope.

(c) Horangi shall commence provision of the Professional Services on the Ordering Document Effective Date, or such other date as mutually agreed between the Parties in writing.

(d) For all Professional Services to be provided by Horangi:

• (i) Horangi shall work with Client in a technical advisory capacity, and perform the Professional Services in a support capacity only;
• (ii) Horangi reserves the right to refuse provision of any Professional Services that it deems commercially unreasonable and/or illegal;
• (iii) Horangi may provide Client additional assumptions in writing before providing any Professional Services, and Client shall cooperate and comply with all reasonable requests from Horangi in relation to the Professional Services.
• (iv) Client hereby expressly provides all necessary authorisation and consent (including, but not limited to, Section 3(e) above) for Horangi to provide the Professional Services, and shall indemnify Horangi to the maximum extent under this Agreement where such liability arises, whether directly or indirectly, from such provision of the Professional Services;
• (v) Client shall sign and execute such letters, forms, and other authorisation documents as may be reasonably requested by Horangi prior to provision of the Professional Services;
• (vi) Client shall provide more detailed requirements and clarifications as may be reasonably requested by Horangi Personnel; and
• (vii) Client shall provide timely and reasonable access to, including, but not limited to, resources, personnel, and data, which Horangi deems necessary for the completion of the Professional Services, and Client shall cooperate and comply with all reasonable requests from Horangi for such access.

(e) Timelines and completion dates for all Professional Services are estimates calculated by Horangi on a time-and-material basis only, and should not be construed by Client as guarantees of delivery or completion.

(f) All Professional Services shall be performed remotely unless Client specifically requests for on-site performance by Horangi Personnel. Where Horangi agrees to such a request, Client shall reimburse Horangi for all reasonable travel and out-of-pocket expenses incurred by Horangi Personnel in connection with such on-site performance.

(g) In the event that the Professional Services comprise an incident response retainer, the following service levels (“IR SLAs”) shall govern:

• (i) For remote service, Horangi Personnel shall respond to Client within twenty-four (24) hours; and
• (ii) For on-site service, Horangi Personnel shall respond to Client within seventy-two (72) hours.

(h) Client acknowledges and agrees that Horangi may engage subcontractors to perform the Professional Services on its behalf.

8. Intellectual Property

(a) All Deliverables provided by Horangi to Client in connection with the Professional Services shall be in the form of written report(s) and/or policy document(s):

• (i) detailing the actions that have taken place and/or been witnessed by Horangi Personnel; and
• (ii) comprising such findings, recommendations, documentation, adversary information, templates, know-how, ideas, inventions, techniques, models, flowcharts, diagrams, computer code, algorithms, work products, and other materials and information deemed relevant to be included by Horangi Personnel.

(b) Client acknowledges that the Deliverables will be derived solely from the information and directions provided by Client to Horangi, and Client is responsible, and Horangi shall have no liability, for determining whether Client’s information or directions to Horangi are accurate or complete.

(c) Client shall own all copies of the Deliverables (including all Confidential Information of Client and Client Materials) provided by Horangi to Client under this Agreement, but all Intellectual Property rights and other rights in and to the Deliverables shall be owned by Horangi. Provided that Client has fully-paid all applicable Fees in relation to the Deliverables, Horangi hereby grants to Client a non-exclusive, non-sublicensable, non-transferable, worldwide, royalty-free and perpetual license to use all such rights in and to the Deliverables, for the purpose of enabling Client to fully use the Deliverables for internal business purposes only.

(d) Subject to Section 8(c), Client shall not, without the prior written consent of Horangi:

• (i) rent, lease, lend or host the Deliverables;
• (ii) reverse engineer, decompile or disassemble the Deliverables or their contents, except to the extent expressly permitted by applicable law; and
• (iii) transfer licenses to, or sublicense, the Deliverables to national governments.

(e) Other than expressly granted in this Section, Horangi does not transfer or license to Client any Intellectual Property rights or other rights in the Deliverables, and Horangi reserves all rights not expressly granted.

(f) Nothing in this Agreement grants to Client the right to use any Horangi trademarks, logos, service marks, trade names, or other designations in any promotion or publication.

9. Confidential Information and Disclosure

(a) For the purposes of this Agreement, “Disclosing Party” means a Party and/or a Party’s Affiliate that discloses Confidential Information under this Agreement, and ”Receiving Party” means a Party or a Party’s Affiliate party that receives or acquires Confidential Information and/or documents directly or indirectly under this Agreement. Confidential Information under this Agreement also includes Confidential Information as defined in the Product Use Agreement.

(b) The Receiving Party shall take reasonable precautions to safeguard the Disclosing Party’s Confidential Information up to the standard to which it protects its own Confidential Information.

(c) The Receiving Party shall not use the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent, except in furtherance of the relationship created by this Agreement or subsequent agreements, or disclose such Confidential Information except:

• (i) to obtain advice from legal or financial consultants, or
• (ii) if compelled by law, in which case the Receiving Party will use its best efforts to give the Disclosing Party prompt written notice of the requirement so that the disclosure can be contested. The Receiving Party shall disclose no more than the portion of the Confidential Information which it is legally required to disclose.

(d) The Receiving Party may only disclose the Disclosing Party’s Confidential Information to its employees, independent contractors, or consultants on a “need-to-know” basis, and subject to the confidentiality obligations imposed in this Section.

(e) The Parties mutually agree to immediately notify each other upon discovery of any unauthorised use or disclosure of Confidential Information, and agree to cooperate in any reasonable way to help the other regain possession of the Confidential Information and prevent further unauthorised use.

(f) When Confidential Information is no longer necessary to perform any obligation under any agreement between the Parties, the Receiving Party shall return such Confidential Information to the Disclosing Party, or destroy it at the Disclosing Party’s request. However, the Receiving Party may retain any Confidential Information that (i) they are required to keep for compliance purposes under a document retention policy or as required by applicable law, professional standards, a court, or regulatory agency; or (ii) have been created electronically pursuant to automatic or ordinary course archiving, back-up, security, or disaster recovery systems or procedures; provided, however, that any such retained information shall remain subject to this Agreement.

(g) The Receiving Party is free to develop products independently without the use of the Disclosing Party’s Confidential Information. Neither Party may restrict or restrain the other Party’s employees and/or independent contractors from future work assignments notwithstanding such employees’ access to Confidential Information, provided such Confidential Information is not disclosed in violation of this Agreement.

(h) The Receiving Party may provide suggestions, comments, or other feedback to the Disclosing Party with respect to the other’s Confidential Information. Feedback is voluntary and the receiving party is not required to hold it in confidence. The Receiving Party will not disclose the source of feedback without the Disclosing Party’s consent. Feedback may be used for any purpose without obligation of any kind.

(i) Each Party acknowledges that a breach of this Section shall cause the other Party irreparable injury and damage. Therefore, each Party agrees that those breaches may be stopped through injunctive proceedings in addition to any rights and remedies which may be available to the injured Party at law or in equity.

10. Personal Data Protection

(a) In this Agreement, the terms “data intermediary”, “personal data” and “process” shall have the meanings as set out in the PDPA.

(b) The Parties acknowledge that, as between the Parties under this Agreement, where there is personal data (including Access Credentials of Authorised Users and Security Data which may fall within the definition of personal data) collected, used, disclosed or otherwise processed by Horangi, Horangi is a data intermediary and shall process personal data on behalf of Client in accordance with this Agreement.

(c) Horangi shall process personal data to the extent, and in such a manner, as is reasonable for the purposes of performing its obligations under this Agreement, and/or in accordance with Client’s express instructions from time to time.

(d) Client warrants to Horangi that it will process the personal data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

(e) Horangi warrants that, having regard to the state of technological development and the cost of implementing any measures, it will take reasonable technical and organisational measures to prevent unauthorised access, collection, use, disclosure, copying, modification, disposal, loss or destruction of the personal data.

(f) Horangi shall take commercially reasonable steps to ensure the reliability of all its employees, agents, representatives and/or sub-contractors who have access to the personal data.

(g) Client acknowledges that Horangi is reliant on Client for direction as to the extent to which Horangi is entitled to collect, use, disclose or otherwise process the personal data. Consequently, Horangi will not be liable for any claim brought by any third party arising from any action or omission by Horangi, to the extent that such action or omission resulted directly from Client’s instructions or lack thereof.

11. Term and Termination

(a) This Agreement shall remain in effect for the Term or until terminated, whichever is earlier. Either Party may terminate this Agreement for convenience by giving the other Party thirty (30) days’ written notice, or if the other Party is in material breach or default of any obligation that is not cured within thirty (30) days notice of such breach.

(b) Failure to pay any and all Fees for more than sixty (60) days after the date of invoice shall be a material breach of this Agreement.

(c) Client agrees to pay all Fees and other reasonable related expenses incurred in connection with the Offerings prior to the termination of this Agreement.

(d) The provisions regarding warranties, limitations of liability, Confidential Information, Fees, obligations on termination or expiration, Deliverables, and those contained in Section 13 of this Agreement shall survive any termination or expiration of this Agreement.

12. Warranties; Limitation of Liability

(a) Horangi warrants that all Offerings will be provided to Client using generally accepted industry standards and practices.

(b) THE WARRANTIES STATED IN SECTION 12(A) ABOVE AND SECTION 12 OF THE PRODUCT USE AGREEMENT ARE THE EXCLUSIVE OBLIGATIONS OF HORANGI RELATED TO THE OFFERINGS AND DELIVERABLES TO BE PROVIDED TO CLIENT PURSUANT TO THIS AGREEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, HORANGI DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THOSE IDENTIFIED EXPRESSLY AFOREMENTIONED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, THE OFFERINGS AND DELIVERABLES PROVIDED TO CLIENT ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS. HORANGI WILL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR REFERRED TO CLIENT BY HORANGI OR ITS EMPLOYEES, AFFILIATES, OR AGENTS UNLESS SUCH THIRD PARTY PRODUCTS OR SERVICES ARE PROVIDED UNDER WRITTEN AGREEMENT BETWEEN HORANGI AND CLIENT, AND THEN ONLY TO THE EXTENT EXPRESSLY PROVIDED IN SUCH AGREEMENT.

(c) Except as otherwise specifically provided in this Section, and whatever the legal basis for Client’s claim, Horangi’s liability will be limited, to the maximum extent permitted by applicable law, to direct damages up to the amount Client has paid for the Offerings giving rise to the claim, from the period of twelve (12) months up to the date of such claim.

(d) Each Party shall defend and indemnify the other Party, its Affiliates and their officers, directors, employees, agents, successors and permitted assigns from and against all Losses arising out of or resulting from any third party claim, suit, action or proceeding (each, an ”Action”) arising out of or resulting from bodily injury, death of any person; or damage to real or tangible personal property (not including loss of data), resulting from the negligent or fraudulent acts or omissions amounting to wilful misconduct of the other Party.

(e) Client shall defend, indemnify, and hold Horangi, its Affiliates, and their officers, directors, employees, agents, successors and permitted assigns harmless from and against all Losses arising out of or resulting from any third party claim (including but not limited to claims involving Intellectual Property rights infringement or breach of the PDPA or other applicable Personal Data protection legislation), suit, action or proceeding arising out of, related to, or resulting from this Agreement or any Offerings provided by Horangi. For the avoidance of doubt, such indemnity shall not cover third party claims for breaches of the PDPA or other applicable Personal Data protection legislation attributable to the actions of Client’s third party vendors.

(f) Notwithstanding the provisions of this section, if Client is a government entity, any limitation of liability in this Section does not apply to the extent a court of competent jurisdiction (including any appellate court of final review) determines such limitation of liability violates the law in force in the jurisdiction applicable to Client, in which case the specific limitation that the court determines is in violation of law shall be void.

(g) The limitations on and exclusions of liability for damages in this Agreement apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory.

(h) Except for any different period required by applicable law, any action arising under this Agreement must be brought within two years from the date that the cause of action arose.

(i) Client acknowledges that the Offerings may utilise automatic data processing and analysis technologies, which may include automated techniques, and which may rely on heuristics and other similar techniques, the accuracy and efficiency of which may vary or be affected by variables beyond Horangi’s knowledge or control, and accordingly while Horangi will do all things that are reasonably required to maximise the accuracy and efficiency of the Offerings, technically or otherwise, Client acknowledges that:

• (i) the output of the Offerings may contain errors and inaccuracies from time to time;
• (ii) the Offerings are not designed to be used in isolation, and Client must employ techniques independent of the Offerings, including manual analysis and verification of the output of the Offerings, to verify or contradict the accuracy of the output of the Offerings; and
• (iii) the technology that enables the Offerings may, from time to time, be updated, amended, and/or modified by Horangi, and the accuracy and efficiency of the Offerings may vary from time to time.

13. Miscellaneous

(a) Headings. Clause and paragraph headings shall not affect the interpretation of these Terms & Conditions.

(b) References to Writing. A reference to “writing” or “written” includes e-mail.

(c) Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire or explosion; (c) war, invasion, riot or other civil unrest; (d) actions, embargoes or blockades in effect on or after the date of this Agreement; (e) national or regional emergency; (f) strikes, labour stoppages or slowdowns or other industrial disturbances; (g) compliance with any law or governmental order, rule, regulation or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary license or consent; (h) shortage of adequate power or telecommunications or transportation facilities; or (i) any other event which is beyond the reasonable control of such Party (each of the foregoing, a ”Force Majeure Event”). A Party whose performance is affected by a Force Majeure Event shall give notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimise the effects of such Force Majeure Event. During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations until such time as the affected Party resumes performance. The non-affected Party may terminate this Agreement if such failure or delay continues for a period of sixty (60) days or more.

(d) Partners and Resellers. Any Partner of Horangi purchasing Offerings for provision to a third party end-client agrees to be bound by the terms of this Agreement, and will remain responsible for such end-client’s acts and omissions unless such end-client has entered into its own separate agreement with Horangi. All Offerings provided through Partners are subject to, and Horangi’s obligations and liabilities to the end-client, are governed by, this Agreement.

(e) Assignment and Factoring. Client may not assign this Agreement without the prior written consent of Horangi. Any attempt by Client to assign this Agreement without such consent may be deemed notice of termination of this Agreement, effective on the date of assignment, by Client. Client acknowledges and agrees that Horangi may, from time to time, assign, factor, or otherwise transfer its book debts and/or rights to receive payments under this Agreement.

(f) Marketing Approval. Unless Horangi is directed otherwise by Client sending an email to Horangi at [email protected], which direction may be given at any time, Clients agrees that Horangi may display its company name and logo (in accordance with any trademark guidelines provided by Client) as a Horangi client in a manner that does not suggest Client’s specific use or endorsement of the Product or any Professional Service.

(g) Counterparts. This Agreement may be executed in counterparts, any one of which need not contain the signature of more than one party, but all of which, together, shall comprise one and the same agreement.

(h) No Third Party Beneficiaries. Except as expressly referenced herein, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person, corporation, business, or other legal entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement. Application of the Contracts (Rights of Third Parties) Act (Cap 53B) is expressly excluded.

(i) Severability. If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will amend the Agreement to give effect to the stricken clause to the maximum extent possible.

(j) Non-Impediment. Nothing in this Agreement shall be construed as precluding or limiting in any way the right of Horangi to provide consulting, development, or other services of any kind to any individual or entity (including without limitation developing products, performing services or developing materials which are similar to and/or competitive with the Product, the Professional Services and/or Deliverables hereunder).

(k) Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. Horangi may use its own independent contractors to perform the Services, in which case Horangi will be responsible for the performance of such independent contractors.

(l) Controlling Language. This Agreement is written in, and shall be construed in, the English language. In the event that this Agreement is translated into any other language, the English language version shall prevail to the extent of any inconsistency between the English language and the translated version.

(m) No Waiver of Breach. No waiver of any breach of this Agreement shall be a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorised representative of the waiving Party.

(n) Governing Law. This Agreement is governed by the laws of Singapore.

(o) Dispute Resolution. Any dispute arising out of or in connection with this Agreement (“Dispute”), including any question regarding its existence, validity or termination, 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 (1) arbitrator. The language of the arbitration shall be English. The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.