Terms of Use

Introduction

These RockX Terms of Use (the “Terms”) establish legally binding terms between you (“User”) and Altstake Technology Pte. Ltd. (Singapore company registration number: 202120801R) (the “Operator”) regarding:

1. Access and use of the website at https://www.rockx.com and related protocols facilitating Delegation / Nomination / Staking of RockX Supported Tokens with RockX Validator Nodes (collectively the “Interface”).
2. Delegation / Nomination / Staking of RockX Supported Tokens with RockX Validator Nodes via Interface Access or Third Party Access.

By using the Interface or engaging in Delegation / Nomination / Staking, you agree to these Terms in their entirety, which constitute a legally binding agreement.

1. General

1.1 - 1.2 POS blockchain operations

Proof of Stake (POS) blockchains utilize delegated POS (DPoS) and nominated POS (NPoS) mechanisms. Validator Nodes operate computer servers running blockchain validation software.

1.3 Linkage requirements

Validator Nodes require native tokens (“Tokens”) associated through a POS Protocol to validate transactions.

1.4 Delegation / Nomination

For non-Ethereum POS Blockchains, token holders can Delegate / Nominate their Tokens to Validator Nodes while tokens remain in their wallet addresses. No fixed tenure applies.

1.5 Ethereum staking

ETH holders effect Linkage by transferring ETH to an Ethereum smart contract address (“ETH Staking Contract”) stipulated by the Ethereum Foundation, referred to as “Stake” and “Staking”.

1.6 Incentivization structure

• Token holders receive Delegation / Nomination / Staking Fees directly from the POS Blockchain.
• Validator Node operators receive an Operator Fee.

1.7 Staking fee components

Staking Fees comprise:

• Block Rewards: a built-in mechanism incentivizing proper validator behavior and valid block proposal.
• Transaction Rewards: priority gas fees and Maximal Extractable Value (MEV).

1.8 - 1.9 Fee entitlement

• Delegation / Nomination Fee = Blockchain-accorded fee minus Operator Fee.
• Staking Fee = Block Rewards + Transaction Rewards minus Operator Fee.

1.10 Operator Fee definition

The percentage of the Delegation / Nomination Fee or Transaction Rewards charged by the Operator for operating RockX Validator Nodes and the Interface.

1.11 Collective terminology

Linkage via Delegation / Nomination and / or Staking is collectively termed “Delegation / Nomination / Staking”.

2. RockX staking infrastructure

2.1 Operator role

The Operator operates Validator Nodes (“RockX Validator Nodes”) connected to multiple Proof of Stake Blockchains selected by RockX (“RockX Supported Blockchains”).

2.2 Service availability

Subject to Section 3, the Operator makes RockX Validator Nodes available to non-Excluded token holders (“RockX Supported Tokens”) for Delegation / Nomination / Staking via native POS Protocols (“RockX Supported Third Party POS Protocols”), accessible through the Interface and Third Party Access.

3. Availability of RockX staking infrastructure

3.1 Best endeavors

The Operator shall use best endeavors to make available:

• RockX Validator Nodes for Delegation / Nomination / Staking.
• The Interface for user engagement.

These collectively constitute the “RockX Staking Infrastructure”.

3.2 User discretion

Users acknowledge the RockX Staking Infrastructure is a purely technical service. Users can freely decide the number of RockX Supported Tokens to Delegate / Nominate / Stake (except Staking requires a minimum of 32 ETH).

4. Use of Interface

4.1 Interface functions

The Interface enables:

• Access to Third Party Information regarding Delegation / Nomination / Staking opportunities.
• A graphical user interface facilitating access to RockX Supported Third Party POS Protocols.
• Monitoring of RockX Validator Node status and, for Staking, management of Staking Fees.

4.2 Third party disclaimers

RockX Supported Third Party POS Protocols, Third Party Access and Third Party Information are not provided, developed or controlled by Operator or its Affiliates accordingly Operator nor its Affiliates shall not be liable to User for any loss incurred by User from the access and / or use of the RockX Supported Third Party POS Protocols and / or Third Party Access, and / or reliance on any Third Party Information.

4.3 Third party information accuracy

The Operator does not represent or warrant the accuracy or completeness of Third Party Information, including information about potential Delegation / Nomination / Staking Fees.

4.4 Operator discretion

The Operator may, in its sole discretion, modify or discontinue the Interface, RockX Supported Blockchains, POS Protocols, RockX Supported Tokens, or related Delegation / Nomination / Staking.

4.5 User responsibility for access

Users are responsible for obtaining the necessary data network access and compatible hardware to use the Interface.

4.6 Internet disruptions

The Operator is not responsible for disruptions, malfunctions, or delays inherent to Internet and electronic communications use.

4.7 Intellectual property rights

The Interface and its contents are the Operator’s property or licensed property, protected by copyright, trademark, patent, and applicable laws. Users may download and print content solely for personal or ordinary business use necessary for accessing the Interface. Users cannot copy, reproduce, modify, sell, redistribute, or otherwise use the Interface and contents without prior written consent.

4.8 Prohibited interface modifications

Users shall not:

• Modify, adapt, or hack the Interface.
• Modify other websites to falsely imply association with the Interface or Operator.
• Crawl, scrape, cache, or access Interface content via automated means.
• Use automated data collection, data mining, robots, or other data gathering methods.

4.9 Third-party websites

Hyperlinks to third-party websites are provided for convenience only. The Operator assumes no responsibility for third-party website content, products, services, software, or materials.

5. Access and / or use of the Interface and RockX Supported Third Party POS Protocols

5.1 Wallet connection requirement

Users must connect a RockX Supported Wallet via the Interface to access Interface functions and RockX Supported Third Party POS Protocols.

5.2 RockX Supported Wallet definition

“RockX Supported Wallet” means a digital wallet supported by the relevant RockX Supported Third Party POS Protocol.

6. Representations and warranties

6.1 User representations

Users accessing or using the Interface or engaging in Delegation / Nomination / Staking represent and warrant:

1. Age and authority: if a natural person, the user is at least 18 years old with full right, power, and authority to access and use the Interface and enter into these Terms.
2. Corporate status: if a body corporate, the user is duly incorporated and validly existing under applicable law.
3. Legal capacity: the user has the legal right, full power, and capacity to enter into these Terms and exercise rights and perform obligations; if corporate, has taken necessary corporate actions authorizing the agreement.
4. Binding agreement: these Terms constitute a legal, valid, binding, enforceable agreement that does not conflict with or breach applicable laws or regulations.
5. No legal prohibitions: the user is not prohibited or restricted under applicable jurisdiction laws from accessing or using the Interface, using a RockX Supported Wallet, or engaging in Delegation / Nomination / Staking.
6. Compliance responsibility: the user is responsible for ensuring compliance with applicable jurisdiction laws and acknowledges the Operator and Affiliates are not liable for the user’s compliance or non-compliance.
7. Not an Excluded Person: the user is not an Excluded Person and is not accessing or using the Interface from an Excluded Jurisdiction.
8. Sole authorization: the user will not authorize anyone other than themselves to access the Interface using the user’s wallet or engage in Delegation / Nomination / Staking using the user’s tokens.
9. No prohibited use: the user’s access and use does not constitute Prohibited Use.
10. Ownership / authorization: the user is the legal and beneficial owner of or authorized holder of the RockX Supported Wallet and all RockX Supported Tokens used for Delegation / Nomination / Staking.
11. Blockchain knowledge: the user is knowledgeable in blockchain technologies, has evaluated the Interface, wallets, protocols, and blockchains, understands all risks, and has not relied on any Operator or Affiliate statements regarding these.

6.2 Continuous warranties

All representations and warranties are true, complete, accurate, and not misleading from acceptance of these Terms, and are deemed repeated each time the user uses the Interface.

7. Excluded Person and Excluded Jurisdiction

7.1 Excluded Jurisdiction definition

“Excluded Jurisdiction” includes:

1. People’s Republic of China (excluding Hong Kong SAR and Macau SAR)
2. Central African Republic
3. Democratic People’s Republic of Korea
4. Democratic Republic of Congo
5. Belarus
6. Iran
7. Libya
8. Mali
9. Russia
10. Somalia
11. South Sudan
12. Sudan
13. Yemen
14. Jurisdictions identified by the FATF for strategic AML / CFT deficiencies (per the FATF high-risk jurisdictions list)
15. Jurisdictions where Interface or Protocol access or use requires licensing
16. Jurisdictions where Interface or Protocol access or use is prohibited, restricted, or unauthorized under applicable laws or regulations

7.2 Excluded Persons definition

“Excluded Persons” includes:

1. Natural persons: citizens of Excluded Jurisdictions; domiciled, resident, or physically present in Excluded Jurisdictions.
2. Body corporate: incorporated or operating in Excluded Jurisdictions; under the control of individuals who are citizens of or domiciled, resident, or physically present in Excluded Jurisdictions.
3. Access from Excluded Jurisdiction: individuals or bodies corporate accessing or using the Interface or engaging in Delegation / Nomination / Staking from within Excluded Jurisdictions.
4. UN sanctions: individuals or bodies corporate included in the United Nations Consolidated List.
5. Legal restrictions: individuals or bodies corporate otherwise prohibited or ineligible under applicable laws from accessing or using the Interface or engaging in Delegation / Nomination / Staking.

8. Prohibited Use

8.1 Prohibited activities

Users shall not, directly or indirectly:

1. Legal / Terms violations: access or use the Interface or engage in Delegation / Nomination / Staking in violation of applicable jurisdiction laws or these Terms.
2. System disruption: disrupt, interfere with, or adversely affect the normal flow or function of the Interface, RockX Validator Nodes, or RockX Supported Third Party POS Protocols; take advantage of software vulnerabilities; or abuse or exploit the design and functions.
3. Fraudulent / deceptive activity: engage in or knowingly facilitate fraudulent, deceptive, or manipulative transaction activity in digital assets using the Interface, Validator Nodes, or POS Protocols.
4. Illegal financial activity: engage in or knowingly facilitate money laundering, terrorist financing, or other illegal activities using the Interface, Validator Nodes, or POS Protocols.
5. Unauthorized system access: access or attempt to access non-public systems, programs, data, or services using the Interface.
6. Content copying: copy, reproduce, republish, upload, post, transmit, resell, or distribute any data or content relating to the Interface or RockX Validator Nodes except as expressly permitted by applicable laws.
7. Reverse engineering: reverse engineer or attempt to reverse engineer the Interface or RockX Validator Nodes except as expressly permitted by applicable law.

8.2 Waivers

8.2.1 Liability limitation

Save for direct losses incurred by User due to Double Transaction Signing Slashing (as defined below) which arises out of or relates to either Operator’s or our Affiliates’ (as defined below) willful misconduct, gross negligence or fraud, User agrees and acknowledges that neither Operator nor any of our Affiliates shall be liable to User for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with User’s (i) access and / or use of the Interface; (ii) use of a RockX Supported Wallet in connection with User’s access and / or use of the Interface; and / or (iii) Delegation / Nomination / Staking with a RockX Validator Node.

8.2.2 Definitions

Affiliates: owners, directors, officers, employees, advisors, agents, and companies with interest.

Double Transaction Signing Slashing: a penalty imposed by a RockX Supported Third Party POS Protocol for double transaction signing by a RockX Validator Node, resulting in a reduction of delegated, nominated, or staked RockX Supported Tokens so that unbonded amounts are less than the initially delegated, nominated, or staked amounts.

8.2.3 Rights waiver

By accepting these Terms, Users waive all rights, claims, and causes of action (present or future) under law or contract against the Operator and Affiliates regarding Interface access or use, wallet use, or Delegation / Nomination / Staking, except for direct losses from Double Transaction Signing Slashing.

8.2.4 Class action waiver

Users undertake not to initiate or participate in, and waive the right to participate in, any class action lawsuit or class-wide arbitration against the Operator and Affiliates regarding Interface access or use, wallet use, or Delegation / Nomination / Staking.

9. Termination

9.1 Term duration

These Terms remain in full force and effect for as long as the User accesses or uses the Interface, uses a RockX Supported Wallet, or engages in Delegation / Nomination / Staking with a RockX Validator Node.

9.2 Operator’s termination rights

The Operator may restrict, suspend, and / or terminate the User’s:

• Interface access or use.
• RockX Supported Wallet use.
• Delegation / Nomination / Staking with RockX Validator Nodes.

At any time (i) as necessary for applicable laws or regulations compliance; (ii) due to an emergency or failure or malfunction of the Interface, Protocols, Blockchains, or Validator Nodes; or (iii) if the User breaches or fails to comply with these Terms.

9.3 No liability for termination

The Operator and Affiliates have no liability for restriction, suspension, termination, or implementation actions (including blacklisting the User’s wallet) unless arising from the Operator’s or Affiliates’ willful misconduct, gross negligence, or fraud.

9.4 Unbonding process

Users may discontinue Delegation / Nomination / Staking (“Unbonding”) at any time. Token release or return follows:

1. Delegation / Nomination Unbonding: tokens released within the period (the “Delegation / Nomination Unbonding Period”) determined by the RockX Supported Third Party POS Protocol.
2. Staking Unbonding: ETH returned from the ETH Staking Contract to the User’s wallet within the period (the “Staking Unbonding Period”) determined by the Ethereum POS Protocol.

(Collectively the “Unbonding Period”) during which Users receive no Delegation / Nomination / Staking Fees unless otherwise determined by the POS Protocol. The Operator and Affiliates have no liability for losses, damages, value reductions, or foregone opportunities from Unbonding.

9.5 Surviving provisions

Sections 10 to 12 remain in effect notwithstanding any restriction, suspension, or termination.

10. Disclaimer

10.1 Interface disclaimer

Users acknowledge and agree:

The Interface is provided on an “as-is” and “as available” basis by Operator, and Operator expressly disclaims any and all representations, warranties and / or conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement.

Operator has not made and makes no representation, warranty and / or condition of any kind that the Interface will meet User’s requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.

Operator is not User’s broker, agent, tax or legal advisor, and has no fiduciary relationship with or obligation to User. No communication or information provided by Operator is intended as or shall be construed as investment, financial, tax, legal or any other kind of advice. Operator shall not be liable for any decisions User makes to access and / or use the Interface.

To the extent that applicable law requires or imposes any representation, warranty and / or condition with respect to User’s access and / or use of the Interface, all such representation, warranty and / or condition are limited in duration to ninety (90) days from the date of first access and / or use by User of the Interface.

10.2 RockX Supported Third Party POS Protocols disclaimer

Users acknowledge and agree:

The RockX Supported Third Party POS Protocol(s) as accessed via the Interface have been developed by parties other than Operator and its Affiliates and are on an “as-is” and “as available” basis and Operator expressly disclaims any and all representations, warranties and / or conditions of any kind, whether express, implied, or statutory in relation thereto, including all warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement.

Operator does not endorse any third party and shall not be responsible in any way for any transactions you enter into with any other third party.

10.3 Delegation / Nomination Fee disclaimer

You acknowledge and agree that any Delegation / Nomination Fee which may be due to or payable to you is to be paid by the RockX Supported Blockchain and / or whoever initiates a transaction on that RockX Supported Blockchain to the extent that such transaction is validated and recorded by that Validator Node and is not the responsibility of Operator or any of our Affiliates. Neither Operator nor any of our Affiliates shall be liable to User for any failure to receive any Delegation / Nomination Fee or the loss or destruction of any Delegation / Nomination Fee by reason of transfer to an incorrect or invalid RockX Supported Wallet unless it arises out of or relates to either Operator’s or our Affiliates’ willful misconduct, gross negligence or fraud.

10.4 Third-party interactions disclaimer

You acknowledge and agree that neither Operator nor any of our Affiliates will be liable to you for any loss or damages of any sort incurred as the result of any interactions between you and any third party.

11. Limitation of liability

11.1 Liability exclusion

Save for direct losses incurred by User due to Double Transaction Signing Slashing which arises out of or relates to either Operator’s or our Affiliates’ willful misconduct, gross negligence or fraud, to the maximum extent permitted by law, in no event shall Operator and / or any of our Affiliates be liable to User or any third party for any lost profits, lost data, or any indirect, consequential, exemplary, incidental, special or punitive damages arising out of User’s (i) access and / or use of the Interface; (ii) use of a RockX Supported Wallet in connection with User’s access and / or use of the Interface; and / or (iii) Delegation / Nomination with a RockX Validator Node, even if Operator and / or any of our Affiliates has been advised of the possibility of such damages.

11.2 User risk acceptance

User’s access to and / or use of the Interface and RockX Supported POS Protocols is at User’s own discretion and risk, and User will be solely responsible for any damage to User’s device or computer system, or loss of data resulting therefrom.

11.3 Wallet security disclaimer

Neither Operator nor any of our Affiliates shall be liable to User for any loss or damage arising out of User’s failure to keep User’s private keys or login credentials to User’s wallet secure or any other unauthorized access to or transactions involving User’s wallet.

11.4 Aggregate liability cap

To the maximum extent permitted by applicable law, notwithstanding anything to the contrary contained herein, the liability of Operator and / or any of our Affiliates to User for any claim by User for damages arising from or related to User’s (i) access and / or use of the Interface; (ii) use of a RockX Supported Wallet in connection with User’s access and / or use of the Interface; and / or (iii) Delegation / Nomination with a RockX Validator Node, whether pursuant to these Terms, and whether for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount of loss or reduction of User’s RockX Supported Tokens due to Double Transaction Signing Slashing. The existence of more than one claim by User will not enlarge this limit.

12. Indemnification

12.1 User indemnification obligation

To the maximum extent permitted by applicable laws, regulations, and rules, Users shall indemnify and hold harmless the Operator and Affiliates, including their employees, officers, directors, and representatives (collectively the “Indemnified Party”), from any loss, claim, or demand arising from:

1. The user’s access or use of the Interface, wallet use, or Delegation / Nomination / Staking.
2. The user’s violation of these Terms.
3. The user’s breach of any warranty, representation, or obligation.
4. The user’s violation of applicable laws or regulations regarding Interface access or use, wallet use, or Delegation / Nomination / Staking.

12.2 Defense and settlement

Indemnified Parties may assume exclusive defense and control of claims at the User’s expense, and Users agree to cooperate. Users shall not settle claims without the Indemnified Party’s prior written consent (not to be unreasonably withheld or unduly delayed). Indemnified Parties will use reasonable efforts to notify Users of claims upon becoming aware.

13. Tax implications

Users are solely responsible for determining the tax implications and tax reporting requirements associated with Interface access or use, wallet use, or Delegation / Nomination / Staking, and for paying applicable taxes in each jurisdiction. The Operator and Affiliates are not responsible for determining tax implications or paying applicable taxes.

14. Potential risks associated with use of the Interface and / or Protocols

14.1 Risk acknowledgments

1. Software exploits: like all software, the Interface, RockX Validator Nodes, and / or RockX Supported Third Party POS Protocols may be subject to exploits. The Operator and Affiliates are not responsible for exploits or User losses from exploits, whether foreseeable or not.
2. Technology immaturity: while the Operator has taken precautions, the technology is relatively new and code cannot be guaranteed completely free from bugs or errors. Adverse changes in market forces, technology, and the regulatory environment absolve the Operator from responsibility, including hacking attacks, possible theft, unfavorable regulatory action, or unclear legal or tax status of cryptographic tokens.
3. General risk acceptance: Users accept all risks from Interface access or use, wallet use, and Delegation / Nomination / Staking, including RockX Supported Token loss from failure or exploit of the Interface, Validator Nodes, wallet, and / or POS Protocols, for which the Operator and Affiliates have absolutely no liability.
4. Private key security: Users are solely responsible for securing private keys associated with RockX Supported Wallets used for Interface access or use and Delegation / Nomination / Staking.
5. Unauthorized access risk: Users understand that anyone obtaining the User’s private keys or device access may access the User’s wallet and transfer RockX Supported Tokens without authorization.
6. Sole risk and responsibility: Users access or use the Interface, use wallets, and engage in Delegation / Nomination / Staking at their own initiative and risk. Users are responsible for complying with all applicable local laws, rules, and regulations.
7. Support discontinuation: support for the Interface (as a means to access RockX Supported Third Party POS Protocols) may be modified or discontinued at any time in the Operator’s sole discretion.
8. Fork risks: in the event of a change in RockX Supported Third Party POS Protocol operating rules or features (a “Fork”) resulting in multiple network versions (a “Forked Network”) and asset versions (a “Forked Asset”), the Interface, Validator Nodes, and / or POS Protocols may not support Forked Asset activities. Forked Networks and available supplies are outside the Operator’s control. The Operator may temporarily suspend services while determining which Forked Networks to support.

Operator is unlikely to support most Forked Networks and most Forked Assets will likely not be made available to User. Operator may determine, in our sole discretion, not to support a Forked Network. User has no right, claim, or other privilege against Forked Assets on such unsupported Forked Network. Operator may, in our sole discretion, determine our approach to such Forked Assets, which may include abandoning or otherwise electing not to support such Forked Assets as part of our services. Operator is not responsible for any losses, liabilities, damages, or reductions in value of RockX Supported Tokens which occur as a result of or arise in relation to a Fork.

Protocol changes and airdrops: changes may be made to RockX Supported Third Party POS Protocols (“Protocol Changes”) and airdrops may arise, outside the Operator’s control. The Operator may respond to Protocol Changes and / or airdrops in any manner the Operator deems appropriate in its sole and absolute discretion while acting reasonably. No exercise of such discretion or rights shall constitute a breach of the Operator’s obligations.

Operator is not responsible for any losses, liabilities, damages, or reductions in value of RockX Supported Tokens which occur as a result of or arise in relation to RockX Supported POS Protocol(s) changes or airdrops.

14.2 Jurisdictional restrictions

1. Users acknowledge their Interface access or use, wallet use, and Delegation / Nomination / Staking may not be appropriate or available in some jurisdictions.
2. The Operator and Affiliates do not represent or warrant that their Interface access or use, wallet use, and Delegation / Nomination / Staking are appropriate or available in any particular jurisdiction.

15. Electronic communications with Operator

15.1 Communication method

Communications between Users and the Operator are via electronic means, either through the Interface or electronic mail.

15.2 Consent to electronic communications

For contractual purposes, Users:

1. Consent to receive Operator communications in any electronic form.
2. Acknowledge and agree that all terms, conditions, agreements, notices, disclosures, and communications the Operator provides electronically satisfy any legal requirement that would be satisfied by a hardcopy writing.

16. General

16.1 Additional terms

Provisions (if any) set out in an Annex shall constitute part of these Terms.

16.2 Entire agreement

These Terms (read together with the Privacy Policy) and any Additional Terms constitute the entire agreement between the User and the Operator regarding Interface access or use.

16.3 Singular and plural

Word definitions in the singular apply to plural usage where the context permits and vice versa.

16.4 Severability

If any Terms provisions are found invalid, void, unlawful, or unenforceable by any competent court or tribunal, such unenforceability does not render these Terms unenforceable overall, and such provisions shall be deleted without affecting the remaining provisions.

16.5 Party relationship

Nothing herein creates a partnership, agency, or joint venture relationship between the User, Operator, and / or Affiliates.

16.6 Assignment

These Terms and the User’s rights and obligations may not be assigned without the Operator’s prior written consent. Any attempted assignment, subcontract, delegation, or transfer in violation is null and void. The Operator reserves the right to freely assign these Terms and related rights and obligations at any time without notice.

16.7 Waiver

Operator waivers are only effective if in writing, executed by a duly authorized representative, and apply only to specified circumstances. The Operator’s failure to exercise or enforce rights does not operate as a waiver, prevent future exercise or enforcement, or preclude further exercise of such or other rights or remedies.

16.8 No third-party rights

Save for the Operator’s Affiliates with accorded rights or benefits, non-parties have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce these Terms.

16.9 Force majeure

The Operator is not in breach for delays or non-performance due to Force Majeure. If affected, the Operator shall take reasonable steps to overcome delays and is entitled to a reasonable performance time extension. Force Majeure includes unforeseeable circumstances outside the Operator’s reasonable control:

1. Strike, lockout, or other industrial action.
2. Destruction, breakdown, malfunction, or damage to premises, plant, equipment (including computer systems, data centers, servers), or materials.
3. Governmental or public authority action, inaction, ruling, decree, or injunction (including not granting consent, exemption, or approval, imposing embargo, export or import restriction, expropriation, rationing, quota, or other restriction, prohibition, order, or policy change materially prejudicing the Operator).
4. Act of God, terrorism, sabotage, civil commotion, disorder, riot, revolution, invasion, acts of public enemy, blockade, insurrection, war, threat of war, or preparation for war or other armed conflict.
5. Accident, fire, explosion, storm, flood, earthquake, landslide, tsunami, subsidence, pandemic, epidemic, or other natural physical disaster.

16.10 Governing law and jurisdiction

Governing law: the agreement constituted by the User’s acceptance of these Terms, and any dispute or claim arising from or connected with the agreement’s subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with Singapore law.

Arbitration: the Parties agree any dispute or claim arising from or connected with the agreement’s subject matter or formation (including non-contractual disputes or claims) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”), and judgment may be entered by any court with jurisdiction. The arbitration shall:

• Be conducted per the SIAC Arbitration Rules in force.
• Have a sole arbitrator appointed by the SIAC President.
• Have Singapore as the seat.
• Use English as the language.
• Be governed by Singapore law regarding the arbitration agreement.

Introduction

This Terms of Use constitute a binding agreement (the “Agreement”) between Altstake Technology Pte. Ltd. (a company incorporated in Singapore with company registration number: 202120801R) (“Company”, “we”, “us”, “our”) and Customer (each, a “party”, or, collectively, “parties”) under which RockX provides Customer access to RockX Services. Customer accepts and agrees to be bound by the Agreement by using RockX Services.

Customer and Company are hereinafter separately referred to as “Party” and collectively as “Parties”.

Recitals

• Company is in the business of providing multiple Web 3.0 centric products, including Nodes-as-a-Service, and such nodes which are provided under their Nodes-as-a-Service (together with their accompanying API keys) are known as “Access Nodes”.
• The blockchains for which Access Nodes are supported on are selected by Company, and indicated from time to time and on Company’s website accessible at https://access.rockx.com/.
• Your Delegation / Nomination (as defined below) of your RockX Supported Tokens to RockX Validator Nodes whether via (i) the Interface (“Interface Access”) or (ii) command line, locally installed programs, Software Development Kits, software code and blockchain and smart contract explorers (collectively “Direct Access”).
• As a value-added or complementary feature to its Nodes-as-a-Service, Company also provides access to and / or usage of a dashboard for usage analysis and API key management (the “RockX Dashboard”).
• Company agrees to provide, and Customer agrees to receive and pay for the Service (as defined below), on the terms and conditions of this Agreement.

Now it is hereby agreed as follows:

1. Definitions

Capitalized terms used in this Agreement shall have the meanings given below, unless expressly stated to the contrary:

“Access Nodes” shall have the meaning as set forth in Recital (A).

“Due Date” shall have the meaning as set forth in clause 6.2.

“Disputed Amount” shall have the meaning as set forth in clause 6.4.

“Force Majeure” means any cause beyond a Party’s reasonable control, including, but not limited to, any act of God, earthquake, explosion, flood, fire, inclement weather, or other natural catastrophe; any insurrection, blockade, embargo, riot, civil disorder, national emergency, act or threat of terrorism or piracy, hostilities, invasion, acts of foreign enemies, war, rebellion, revolution or usurpation of power; any Law or change in the Law or promulgation of new Law, any order, direction, or request of any governmental entity, court or regulatory body having apparent jurisdiction; outbreak of illness or disease, or existence or continuance of any epidemic or pandemic; work stoppages or disruptive labour activities such as strikes, walkouts or lockouts; and shortages or interruption in supply of material, labour, power or utilities, or escalation in price or costs as a result of any of the foregoing.

“Government Action” means any actions, tariffs, policies or requests or decisions of government institutions or bodies, courts, state-invested entities or utility providers that result in an increase of Company’s costs of providing the Service.

“Intellectual Property Rights” means all rights in inventions, patents, trademarks, service marks, trade names, copyrights, data rights, database rights, design rights, domain names, trade secrets, know-how and other intellectual property rights (whether registered or unregistered) and all applications for any of them, anywhere in the world.

“Law(s)” mean any and all applicable laws, statutes, ordinances, rules, or regulations, policies or guidelines and any and all applicable orders, writs, injunctions, judgments, directions or decrees, of any governmental authority, body, or entity, whether local, foreign, or otherwise. References herein to any Law(s) or any provision thereof include re-enactments and amendments thereof and include any subordinate legislation made under any such Law(s).

“Agreement” means this document, which sets forth general terms and conditions on which Company provides the Service.

“Out-of-Scope Services” shall have the meaning as set forth in clause 3.1.

“Party” means Company or Customer, and “Parties” shall have a corresponding meaning.

“Representatives” shall have the meaning as set forth in clause 12.1(a).

“RockX Dashboard” shall have the meaning as set forth in Recital (B).

“Service” means the Company’s provision of access to and / or usage of Access Nodes and the RockX Dashboard, and other agreed ancillary services (if any), in each case in accordance with this Agreement.

“Service Charges” means all recurring and non-recurring charges and fees for the Service as set forth in the applicable Agreement.

“Taxes” shall have the meaning as set forth in clause 6.7.

“Term” shall have the meaning as set forth in clause 11.1.

2. Scope of Agreement

Terms of use

This Agreement sets forth the general terms and conditions on which Company makes available the Service to Customer. The Parties may from time to time mutually agree on any variations to the terms and conditions of this Agreement in order to satisfy local regulatory requirements or market standards in a particular jurisdiction where Customer operates.

3. Services

Service

Company shall provide Customer with the Service subject to the terms of this Agreement. From time to time, Customer may request that Company provide additional services which are not set out in the applicable Agreement which had been entered into between Company and Customer (“Out-of-scope Services”). Company may agree to provide such requested Out-of-scope Services at its absolute discretion. The provision of any Out-of-scope Services shall be subject to Customer’s agreement in writing and shall be governed by Company’s terms and conditions for such services and Customer agrees to pay Customer fees for such Out-of-scope Services in accordance with those terms.

4. Company’s rights and obligations

Compliance

Company shall obtain and maintain at its own expense all licenses, approvals, and permissions required by Law with respect to Company’s operations and the provision of the Service to Customer.

Maintenance

Subject to the terms and conditions, Company may perform scheduled maintenance, and if a critical maintenance situation arises, perform emergency maintenance. In the event of any emergency maintenance, Company shall use commercially reasonable efforts to minimize any effect to Customer’s use of the Service.

Upgrades and monitoring

Company has the right to upgrade, modify and enhance the Service; provided that, if such upgrade, modification, or enhancement is expected to have an adverse material impact on Customer’s use of the Service, Company shall provide prior written notice to Customer as early as reasonably practicable.

Suspension

Emergency. Company may temporarily suspend the provision of the Services without liability to Customer in the event of an emergency as determined by the Company in its absolute discretion. Company shall use commercially reasonable efforts to notify Customer prior to any such restriction or suspension and shall notify Customer promptly when such restriction or suspension is no longer necessary.

For breach. Company may also suspend the provision of the Services without liability to Customer, if:

• any Service Charges due remain outstanding for more than 14 calendar days after the relevant Due Date; or
• Customer breaches clause 5.1 (Compliance) and fails to remedy such breach within 7 calendar days of being notified by Company.

Reinstatement. Company shall resume the discontinued Services as soon as reasonably practical after it is reasonably satisfied that Customer has cured the breach(es) which gave rise to the suspension.

5. Customer’s rights and obligations

Compliance

Compliance with Law. Customer shall comply (and procure that its employees, agents, consultants, contractors, and other representatives of Customer shall comply) with all applicable Laws and other Singaporean governmental, statutory and / or regulatory requirements and guidance which may from time to time be applicable to its operations and use of any Services, and Customer acknowledges and agrees that Company shall not be liable for Customer’s compliance or non-compliance with any such laws.

Company’s instructions. Customer shall adhere and cause its respective personnel, representatives and agents to adhere to Company’s rules, regulations, policies and instructions in respect of the use of the Service.

Co-operation

Customer shall provide Company with such information, documents and co-operation as Company may require to provide the Service and perform Company’s obligations under this Agreement. Pending receipt of the required information, documents and co-operation, Company may withhold or suspend the relevant Service or performance of the relevant obligation without liability to Customer.

Customer’s personnel

Customer shall designate one or more of its officer(s) or employee(s) to work with Company and act as Customer’s contact person(s) in connection with the Service (such person(s) being referred to herein as “Customer Designated Personnel”). Customer shall promptly provide Company with the name and contact details of the Customer Designated Personnel and any changes thereto from time to time during the Order Term.

Customer’s expenses

Unless otherwise stated in this Agreement, Customer shall bear its own costs and expense in connection with the performance of its obligations under this Agreement.

6. Fees, payment and tax

Service Charges and invoicing

For each Service, Customer shall pay Company the Service Charges as set forth in the applicable terms.

Payment

The Service Charges shall be payable by Customer within 14 calendar days after the date of the invoice (the “Due Date”) in the currency as specified in the applicable Agreement.

Government Action

In the event any Government Action occurs which results in an increase in Company’s costs of providing the Services, the Service Charges payable shall be automatically increased by such amount as equal to the increase of cost suffered by Company as the result of such Government Action.

Disputes

If the amount of any invoice or any part thereof is disputed by Customer in good faith and Customer adduces reasonable evidence in support of such dispute (a “Disputed Amount”), the Parties shall work together in good faith to resolve the Disputed Amount within 30 calendar days after receipt of Customer’s notice. Customer shall pay all amounts invoiced (other than any Disputed Amount) to Company in accordance with clause 6.2. If Customer does not raise any disputes and provide reasonable evidence and documentation in accordance with this clause 6.4 within 3 calendar days after the date of the invoice, then Customer shall be deemed to have waived all rights to dispute any amounts or to file any claim in respect of such invoice.

Late payment

If Customer fails to pay any Services Charges owing (other than any Disputed Amount) by the relevant Due Date, then (without prejudice to Company’s other rights and remedies), Customer shall be liable to pay Company a late payment charge calculated at a rate equivalent to 2% (or, if lower, the highest percentage permitted by applicable Law) on such outstanding sum, compounded monthly from the relevant Due Date until Customer makes payment in full.

Security deposit

If Customer’s account is past due two (2) or more times in any twelve (12) month period, Company may, as a condition to continuing to provide the Services, require Customer to pay a deposit (to be held without interest) at an amount equivalent to three (3) months of the then-payable Service Charges of the affected Services (“Deposit”). Company may deduct amounts due for such Services from the Deposit, and shall return or credit any remainder to Customer upon termination of the applicable Service.

Taxes

Customer is solely responsible for determining the tax implications and tax reporting requirements associated with Customer’s use of the Service, and for paying any applicable taxes in each applicable jurisdiction. Company shall not be responsible for determining whether there are tax implications in connection with transactions involving Customer’s use of the Service, or for paying any applicable taxes.

7. Representations and warranties

Mutual representations and warranties

A Party (for purposes of this clause, the “first-mentioned Party”) represents and warrants to the other Party as follows:

1. the first-mentioned Party is duly incorporated or organized and existing under the Laws of the jurisdiction of its incorporation or organization;
2. the first-mentioned Party has full capacity and authority to enter into and to perform this Agreement;
3. that this Agreement constitutes legal, valid, binding and enforceable agreement and obligations of the first-mentioned Party in accordance with its terms and all applicable laws and regulations, and the first-mentioned Party’s agreement to or performance of this Agreement does not result in a breach of any applicable laws or regulations to which the first-mentioned Party is subject;
4. this Agreement when executed by the first-mentioned Party, is duly executed by an authorised representative of the first-mentioned Party; and
5. the first-mentioned Party’s representative shall be authorised to carry out the matters set out in this Agreement.

Customer representations, warranties and undertakings

Customer represents, warrants and undertakes (which representations and warranties shall be deemed to be repeated continuously throughout the Term) to Company:

1. that Customer shall be responsible for ensuring compliance with the laws of any jurisdiction applicable to Customer in relation to Customer’s access and / or use of the Service, and Customer acknowledges and agrees that Company shall not be liable for Customer’s compliance or non-compliance with any such laws;
2. that Customer is not an Excluded Person (as defined below), and Customer is not accessing and / or using the Service from an Excluded Jurisdiction (as defined below);
3. that Customer will not, and will not attempt to, authorize anyone other than Customer to access and / or use the Service;
4. that Customer’s access and / or use of the Service does not constitute an access and / or use of the Service as set out in Clause 9;
5. that Customer is knowledgeable in using and evaluating blockchain technologies and related blockchain-based digital assets, technology and tools, in particular, the Access Nodes and the RockX Dashboard, and Customer has evaluated each of the Access Nodes and the RockX Dashboard and understands all risks relating thereto and has not relied on any information, statement, representation, or warranty, express or implied, made by or on behalf of Company with respect to the Access Nodes and the RockX Dashboard.

Sanctions compliance

Neither Customer nor any of its directors, officers, employees, agents or representative is a Sanctioned Person (as defined below). Customer and its directors, officers, employees, and to the knowledge of Customer, any agents and representatives, have been in compliance with Economic Sanctions Law (as defined below) to the extent applicable to Customer and all other applicable anti-money laundering laws and regulations. The consummation of any transaction contemplated by, or the fulfillment of the terms in, this Agreement, will not result in a violation by anyone, including, without limitation, Company, of any applicable Economic Sanctions Law or of any anti-money laundering laws of any applicable jurisdiction.

“Economic Sanctions Law” means any economic or financial sanctions administered by any government institutions with competent authority.

“Sanctioned Person” means any person, organization or vessel (a) is designated on any of the lists of restricted or sanctioned individuals or entities issued, administered and enforced by any government institution with competent authority; (b) that is, or is part of, a government of a Sanctioned Territory; (c) with whom transactions or dealings are restricted, prohibited or sanctionable under any Economic Sanctions Law; (d) located within or operating from a Sanctioned Territory; or (e) otherwise targeted under any Economic Sanctions Laws.

“Sanctioned Territory” means any country, region or other territory subject to a general export, import, financial or investment embargo under Economic Sanctions Laws.

Anti-corruption

In connection with this Agreement, and any activities related to the foregoing, Customer and its officers, directors, employees and any third parties engaged or instructed to act for or on behalf of Customer: (1) have been, and will remain for the duration of the Term, in compliance with all applicable anti-corruption laws, including but not limited to the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, and the Singapore Prevention of Corruption Act 1960, and (2) will not, directly or indirectly offer, give, promise, or authorize the giving of anything of value to any third party (including, without limitation, any government official or employee of a government entity) for the purpose of influencing any person to assist in obtaining or retaining an improper business advantage.

Compliance with applicable law

Customer shall comply (and procure that its employees, agents, consultants, contractors, and other representatives of Customer shall comply) with all applicable Laws and other governmental, statutory and / or regulatory requirements and guidance which may from time to time be applicable to its operations and use of any Services.

8. Excluded Person and Excluded Jurisdiction

Excluded Jurisdiction

“Excluded Jurisdiction” means any of the following jurisdictions:

1. the People’s Republic of China;
2. the Central African Republic;
3. the Democratic People’s Republic of Korea;
4. the Democratic Republic of Congo;
5. Belarus;
6. Iran;
7. Libya;
8. Mali;
9. Russia;
10. Somalia;
11. South Sudan;
12. Sudan;
13. Yemen;
14. a jurisdiction identified by the Financial Action Task Force (FATF) for strategic AML / CFT deficiencies and included in FATF’s listing of “High-risk and Other Monitored Jurisdictions” accessible at the FATF high-risk jurisdictions list;
15. a jurisdiction in which access and / or use of the Service would be subject of licensing; and / or
16. a jurisdiction in which access and / or use of the Service is / are prohibited, restricted or unauthorised in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction.

Excluded Persons

“Excluded Persons” refers to the following:

1. a person who is a citizen of an Excluded Jurisdiction; or domiciled in, resident of, or physically present / located in an Excluded Jurisdiction;
2. a body corporate which is incorporated in, or operates out of, an Excluded Jurisdiction; or which is under the control of one or more individuals who is / are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction;
3. an individual or body corporate accessing and / or using the Service from within an Excluded Jurisdiction;
4. an individual or body corporate included in the United Nations Consolidated List (accessible at the UN Security Council Consolidated List);
5. an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from accessing and / or using the Service.

9. Prohibited Use

Customer shall not, directly or indirectly:

1. access and / or use the Service in violation of any law, rule, or regulation of any jurisdiction that is applicable to Customer; and / or in violation or breach of this Agreement and / or any other document from time to time governing Customer access and / or use of the Service;
2. access and / or use the Service in a manner that disrupts, interferes with, or otherwise adversely affects the normal flow or function of the Service or otherwise act in a manner that may negatively affect the experience of other Customers using the Service, and Customer shall not take advantage of software vulnerabilities and any other act that intentionally abuses or exploits the design and functions of the Service;
3. engage in, or knowingly facilitate, any fraudulent, deceptive, or manipulative transaction activity in any digital asset using the Service;
4. engage in, or knowingly facilitate, any money laundering, terrorist financing, or other illegal activities using the Interface, the Service;
5. access or attempt to access non-public systems, programs, data, or services using the Interface;
6. copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data or content relating to or forming any part of the Service except as expressly permitted by applicable laws; and
7. reverse engineer or attempt to reverse engineer the Service.

10. Limitation of liability

To the extent permitted by applicable law, except for the express warranties set forth in this Agreement: (1) the Service is provided on an “as is”, “as available” basis with no warranties of any kind; and (2) Company does not make and hereby expressly disclaims all other representations and warranties, whether express, implied or statutory, in respect of the Service, including, without limitation, warranties of merchantability, satisfactory quality, fitness or availability for any particular purpose, title and non-infringement or that the Service shall be uninterrupted, secure, or free from error.

Subject to clause 10.1(e), in no event shall either Party be liable to the other Party for any indirect, incidental, consequential, exemplary, punitive or special damages of any kind or nature whatsoever, or for any loss of profits, loss of business or business opportunity, business interruption, downtime or (subject to clause 4.5) service interruption, or loss of revenue, loss of data or interruption or corruption of data, even if such Party was advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise.

Customer’s usage of the Service is at Customer’s own discretion and risk, and Customer will be solely responsible for any damage to Customer’s device or computer system, or loss of data resulting therefrom.

Subject to clause 10.1(e), neither Party’s total liability to the other Party under this Agreement on claims of any kind (other than Service Charges that may be due from Customer under this Agreement), whether based on contract law, indemnity, warranty, tort, strict liability or otherwise, shall exceed the greater of (a) the aggregate Service Charges actually paid by Customer to Company in the 3 months immediately preceding the event giving rise to the claim (or if 6 months have not yet transpired, the average monthly amount paid for the relevant Services multiplied by 50%), or (b) payments made under this Agreement.

Nothing in this Agreement shall exclude or otherwise limit either Party’s liability for: (i) fraud; (ii) willful misconduct; (iii) any indemnity obligation expressly set forth in clause 13; or (iv) any other liability which cannot be so excluded or limited as a matter of applicable Law.

Company and Customer each waive the right to bring any claim against the other Party arising out of or in any way relating to this Agreement more than 3 years after the date upon which such claim arises.

11. Term and termination

Term

The term of this Agreement shall commence on the Effective Date and shall, unless sooner terminated in accordance with the terms set forth herein, expire upon the later of (i) the expiry of 3 years from the Effective Date or (ii) 30 calendar days after the expiration or termination of the Agreement.

Termination

This Agreement may be terminated at any time by mutual written agreement of both Parties.

Either Party may immediately terminate this Agreement by notice in writing in the event that the other Party becomes insolvent or enters into any compromise or arrangement with its creditors, liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of any of its creditors, invokes any provision of Law for general relief from its debtors or initiates any proceeding seeking general protection from its creditors (“Insolvency Event”).

In addition, Company may immediately terminate this Agreement by notice in writing in the event that:

1. Customer commits a material breach of this Agreement and, if the breach is capable of remedy, fails to remedy the breach within 30 calendar days of receiving written notice from Company specifying the breach in reasonable detail and requiring it to be remedied;
2. Customer becomes a Sanctioned Person;
3. Customer fails to pay any Service Charges within 30 calendar days of the relevant Due Date;
4. following the Effective Date, applicable Laws and / or policies or requests or decisions of government institutions materially restrict Company’s ability to continue to provide the Services in accordance with the terms and conditions in this Agreement.

Save as set out in this clause 11.3, neither Party shall have any right to terminate this Agreement.

Effect of termination

Upon the termination or expiration of this Agreement: (i) the Parties’ obligations under this Agreement shall cease except for such obligations accrued prior to such termination or expiration and any other obligations which expressly or by implication are intended to come into or continue in force on or after such termination or expiration; (ii) Customer shall within 30 calendar days of the termination or expiration pay all amounts due and owing to Company for Service delivered prior to the date of termination or expiration; (iii) Customer shall cease all use of the Service under the terminated or expired Agreement.

Survival

Without prejudice to the generality of clause 11.4, clauses 10.1 (Limitation of Liability), 12 (Confidentiality), 13 (Indemnification), 14 (Governing Law and Dispute Resolution) and 15 (Miscellaneous) shall survive the termination or expiration (for whatever reason) of this Agreement.

12. Confidentiality

Confidential Information

The Receiving Party shall keep Confidential Information of the Disclosing Party strictly confidential. The Receiving Party may not directly or indirectly, disclose any of the Disclosing Party’s Confidential Information to any third party or use any of the Disclosing Party’s Confidential Information for any purpose other than in furtherance of this Agreement, except as specifically permitted by, or in connection with the performance of its obligations and enjoyment of rights expressly granted under, this Agreement or with the Disclosing Party’s prior written consent. Notwithstanding the above, the Receiving Party may disclose Confidential Information:

1. to the employees, contractors, directors, attorneys, advisors or accountants (collectively, “Representatives”) of the Receiving Party who have a need to know the Confidential Information in order to properly perform their duties to the Receiving Party, provided they are bound by the confidentiality provisions herein;
2. to the extent it is required to be disclosed by Law or the requirement of any governmental authority of competent jurisdiction, or pursuant to any legal process or court order issued by any governmental or judicial authority of competent jurisdiction, provided that the Party subject to such legal requirement or order shall limit disclosure to the extent required under such legal requirement or order, and if legally permissible, promptly and in advance notify the Party whose Confidential Information is to be disclosed, and render so that such Party has an opportunity to contest such order, or seek a protective or similar order in respect of its Confidential Information; and
3. to the extent it is required to be disclosed under the rules of any stock exchange on which the shares of a Party or its parent company are listed, or on which such shares are proposed to be listed, provided that the Receiving Party shall provide the Disclosing Party with as much advance notice of such disclosure as is reasonably practicable and shall consult reasonably with the Disclosing Party regarding the scope of and form of the disclosure.

Trademarks

Neither Party grants the other Party the right to use its trademarks, service marks, trade names, copyrights, other Intellectual Property Rights or other designations in any promotion, publication, or press release without the prior written consent of the other Party in each case.

13. Indemnification

Notwithstanding anything to the contrary in this Agreement, except to the extent caused by Company’s negligence or willful misconduct, Customer hereby indemnifies and agrees to indemnify, defend, protect and hold harmless Company and their respective officers, members, agents, shareholders, trustees, partners, representatives, lenders, lessors, directors, principals, managers and employees, together with all of their respective successors and assigns (together with Company, collectively, the “Indemnified Party”), from and against any and all third party claims, judgments, damages, penalties, fines, costs, expenses, liabilities, and losses (including, but not limited to, reasonable attorneys’ fees and costs) to the extent arising out of or relating to: (a) the infringement or misappropriation of any intellectual property rights of any third party or other unlawful or illegal wrongdoing by Customer or any of its customers, officers, directors, representatives, employees, agents, sub-licensees (together with Customer, collectively, the “Customer Parties”); (b) any negligence or willful misconduct by any of the Customer Parties; (c) any breach of this Agreement by Customer; (d) the use by any of the Customer Parties of (or any inability to use) any of the Services in a manner that violates this Agreement or applicable Law; and / or (e) to the extent a third party makes any claim against Company.

The relevant Indemnified Party reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to provide indemnification, and Customer agrees to cooperate in the defense of these claims. Customer shall not settle any matter without the prior written consent of the relevant Indemnified Party which shall not be unreasonably withheld or unduly delayed. The relevant Indemnified Party will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it.

14. Governing law and dispute resolution

Governing law

This Agreement shall be governed by and construed in accordance with the Laws of the Republic of Singapore, without regard to or application of its conflict of law rules or principles.

Dispute resolution

Any disputes, controversy, or claim that arises out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be resolved mutually through negotiation to the extent possible. If any dispute cannot be resolved by the Parties within 90 calendar days, then the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre 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.

15. Miscellaneous

Notices

All demands, approvals, consents or notices (collectively referred to as a “Notice”) shall be in writing and delivered by hand or sent by registered, or express mail, with return receipt requested or with delivery confirmation requested from the postal service, or sent by overnight or same day courier service to the Parties’ respective notice address(es) set forth below; provided that any Notice must also be sent to the email address(es) set forth in this clause 15.1 below, and any additional email address that may be notified by one Party to the other from time to time.

Assignment

Customer shall not novate its rights and obligations, or assign or transfer its rights, in whole or in part, under this Agreement without the prior written consent of Company.

Independent parties

The relationship between the Parties is that of independent contracting parties. Nothing in this Agreement shall constitute or be deemed to constitute a relationship of joint venture, partnership, franchise or similar arrangement between the Parties.

Force Majeure

Notwithstanding anything to the contrary herein, neither Party shall be liable for any loss or damage, or delay or failure in performance of any of its obligations (other than the obligation to pay money) under this Agreement resulting from Force Majeure. The Party whose performance is affected by the Force Majeure shall be excused from performance or punctual performance, as the case may be, of the affected obligation(s) for so long as the Force Majeure shall continue, save that such Party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure and resume performance of the affected obligations as soon thereafter as is reasonably practicable, and the provisions of this Agreement shall remain in force with regard to all other obligations of the Parties which are not affected by the Force Majeure. In the event of any Government Action, the Service Charges may be adjusted to reflect the effect of such Government Action.

Entire agreement

Without prejudice to clause 2.2, this Agreement shall constitute the sole and entire agreement among the Parties (as applicable) with respect to the subject matter hereof and merges, integrates and supersedes all prior and contemporaneous discussions, agreements and understandings between the Parties, whether written or oral, with respect to the matters contained in this Agreement.

Amendment

The Parties may amend, modify, or supplement this Agreement only by writing signed by all Parties (as applicable), unless otherwise specified in the applicable Agreement (as applicable).

Beneficiaries

This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the Parties and their respective successors and permitted assigns. This Agreement shall be entered into solely between and may be enforced only by the Parties. This Agreement is for the sole benefit of the Parties, and each Party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any party or entity other than the Parties.

Waivers

No failure on the part of either Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement shall operate as a waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

Severability

The illegality, invalidity or unenforceability of any provision of this Agreement under the Law(s) of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

Drafting

As both Parties have participated in the drafting of this Agreement, the Parties agree that any applicable rule requiring the construction of this Agreement, or any provision hereof or thereof, against the Party drafting this Agreement shall not apply.

Pronouns, headings

All personal pronouns used herein, whether used in the feminine, masculine, or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The headings of the clauses hereof are for convenience of reference only and are not intended to define or limit the scope of any term or condition hereof.

Rights of third parties

No third party shall have any right to enforce any of the provisions of this Agreement under the Contracts (Rights of Third Parties) Act 2001.