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Arkhia

Terms of Service

[last modified: 17 May 2024]

  1. Introduction
    1. Please read these Terms of Service and any terms expressly incorporated herein (“Terms”) carefully, as these Terms govern your use of the hosted infrastructure service offerings provided by Arkhia Pte. Ltd. (a company incorporated in the Republic of Singapore, defined hereinafter as “Arkhia”, “we”, or “us”) and any of our other subdomains and affiliates at https://arkhia.io/ (“Services”). These Terms expressly set out your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Services. BY ACCESSING AND/OR USING THE SERVICES, YOU ACCEPT AND AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, THEN YOU MUST NOT ACCESS THE SERVICES.
    2. By ordering, accessing, registering for or using the Services, you acknowledge that you have read and understand these Terms, and are entering into a legally binding agreement with us. As used in these Terms and unless separately identified as applicable to either an individual or entity, “Subscriber”, “you” and/or “your” refer to both you individually and the entity on behalf of which you are entering into these Terms. In the event you have entered into a separate bespoke written agreement with us regarding the Services (“Agreement”) that contemplates terms that are inconsistent with these Terms, the Agreement shall control and these Terms will not apply to you to the extent inconsistent with such Agreement, or, if such Agreement is contemplated to be in lieu of these Terms, then these Terms shall not apply at all. 
    3. Arkhia reserves the absolute right, in its sole discretion, to modify and/or add to these Terms from time to time. If we make these changes, we will provide you with notice of such changes, such as by posting announcements on our website or updating the “Last Updated” date at the beginning of these Terms. Unless we state otherwise in relevant notice(s), all such modifications are effective immediately, and if you continue use of the Services after we provide such notice(s), you shall be deemed to have read, understood and agreed to these Terms as amended. If you do not agree to the amended Terms, then you must stop using the Services.
  2. Agreement
    1. These Terms, together with any other terms and conditions or other agreement(s) that Arkhia posts publicly or otherwise makes available to you or the company or other legal entity you represent from time to time, form a legally binding agreement between Arkhia and you governing your subscription to and use of Arkhia’s website and Services effective as of the date they are accepted by Subscriber.
    2. In consideration of you entering into these Terms, Arkhia grants to Subscriber a limited, non-transferable, non-exclusive, non-sublicensable, and revocable license to access and use the Services subject to the terms and conditions herein. 
  3. Use of the Services
    1. Arkhia develops, operates and manages an infrastructure-as-a-service platform of the same name. It allows Subscribers to connect to Arkhia’s platform for the purpose of accessing Hedera Hashgraph and other blockchain ecosystems as well as any other Services as Arkhia may provide from time to time such as data analytics, BI and data hosting. To access the Services, you must create a user account. We offer certain aspects of the Service to you at no cost, and paid subscriptions are available for premium services. You are solely responsible for maintaining the confidentiality and security of your account information, including your login credentials, password, and API keys.
    2. If you are accessing or using the Services on behalf of any other person, you represent, warrant and undertake that you are authorized and will remain authorized to do so and that you are authorized to bind such person to these Terms. You also confirm that you are 18 years old or over or otherwise of the age of majority in the jurisdiction in which you reside. 
  4. Fees and Payment Terms
    1. Subscriber shall pay all fees for the Services in accordance with the fees and payment terms of the Agreement at the time such Services are subscribed for unless otherwise agreed in writing with Arkhia. All fees payable shall be paid in US Dollars. Subscription fees may change over time, and we may offer promotional rates, referral discounts, or discounted fees for annual purchases as compared to monthly plans. The specific details of any promotional or discount offers will be communicated to you at the time of your subscription.
    2. If Subscriber is subscribing to a no-cost service, Subscriber acknowledges and agrees that Subscriber shall only have access to one no-cost subscription at any given point in time. Arkhia reserves the right to deactivate any account it suspects of abusing the no-cost account services without notice. 
    3. From time to time, we offer introductory pricing at a reduced rate for a specified period of time (an “Introductory Offer”), which can only be redeemed by Subscribers who meet certain criteria that are designated by us at our sole discretion from time to time. If you do not qualify for an Introductory Offer, we reserve the right to reject your order to reflect the current subscription pricing. We may determine your eligibility for an Introductory Offer at any time without prior notice and with no liability, to the extent permitted under the Applicable Laws. For all Introductory Offers, we may require you to provide payment details to start a subscription to some or all of the Services. By providing such details you agree that we will automatically charge the full price of the relevant Services on the first day following the end of the relevant Introductory Offer on a recurring monthly basis or another interval that we disclose to you in advance. If you do not want this charge, you must cancel your subscription before the end of the Introductory Offer period by contacting us. If you received your Introductory Offer through a third party, you must cancel the applicable paid subscription through the third party.
    4. Subscriber shall pay all fees to Arkhia in advance on a monthly basis through Arkhia’s payment platform, which allows for credit card payments or payments through a third-party payment provider(s) selected at Arkhia’s sole discretion. 
    5. If Subscriber’s fees are more than ten (10) days overdue, Arkhia may, after giving seven (7) days’ notice in accordance with Clause 17, without limiting any rights and remedies, suspend your account and/or the provision of the Services to you until the amounts overdue are received by us in full. 
    6. If Subscriber is on a Free Tier subscription plan and Subscriber has not used the Services for more than ninety (90) days, Arkhia reserves the right to deactivate Subscriber’s account and terminate its subscription without notice. 
    7. In the event of a dispute arising from the payment obligations (or lack thereof) on your end arising from these Terms, or from the amount payable by you in relation to your subscription, Arkhia shall not suspend your account and/or the provision of the Services to you as per Clause 4.4 above, and. Subscriber and Arkhia shall forthwith diligently and in good faith cooperate to resolve any such dispute(s).
    8. Fees for Services do not include any taxes (including but not limited to VAT, GST, sales, use, or withholding), levies, duties, or other similar assessments imposed by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes imposed on fees for Services. Arkhia may be obligated by law to withhold, pay or collect Taxes and will invoice Subscriber for such Taxes, unless Subscriber provides a certificate, letter or other document of exemption from such Taxes authorized by the relevant tax regulator. 
    9. Subscription fees are generally non-refundable. However, we may, at our sole discretion, consider refund requests on a case-by-case basis. To be eligible for a refund, you must submit a written request to contact@arkhia.io detailing the reasons for your dissatisfaction with the Services within thirty (30) days of your purchase. We reserve the right to approve or deny refund requests at our sole discretion. Any such refund may be made in the form of cash or credits. Even if we do issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.
  5. Account Registration
    1. As part of the registration and account creation process necessary to obtain access to certain portions of the Services, including those portions that require a fee or payment for access, you will select a username and a password. You will provide us with certain registration information, all of which must be accurate, truthful, and updated. You shall not: (a) select a username already used by another person; (b) create an account for anyone other than yourself without permission; (c) use a username in which another person has rights without such person’s authorization; or (d) use a username or password that we, in our sole discretion, deem offensive or inappropriate. We reserve the right to deny creation of your account based on our inability to verify the authenticity of your registration information. You shall be solely responsible for maintaining the confidentiality of your login credentials, password, and API keys. You shall immediately notify us of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your login credentials, password, API keys or credit card information. 
    2. You are fully responsible for all usage and activity on your account, including, but not limited to, use of the account by any third party authorized by you to use your username, password, and API keys. You agree you will not sell, transfer or assign your subscription or any subscription rights.  If the computer system on which you accessed the Services is sold or transferred to another party, you warrant and represent that you will delete all cookies and software files obtained by or through use of the Services. We reserve the right to terminate your account, in our sole discretion, at any time without notice. If we disable your account, you agree that you will not create another one without our permission.
  6. API Use
    1. The following terms govern the use of our application programming interfaces (“APIs”) when you are accessing the Services: 
      1. We impose a limit on the number of API calls that you can make in a given time period depending on the type of subscription for the Services that you may have. We may in our sole discretion reduce, add, or remove such limits at any time, although we will use commercially reasonable efforts to notify you of any changes to any such API call limits. 
      2. We may monitor your usage of our APIs to ensure compliance with the API call limits that we impose from time to time. We may use various tools and techniques to monitor your usage, including but not limited to log analysis, IP address tracking, and third-party services. We reserve the right to suspend or terminate your access to the one or more APIs if we reasonably believe that you have abused the use of our APIs, such as by making excessive or unauthorized API calls, attempting to circumvent the API call limits we imposed, or using the APIs for purposes that violate the Applicable Laws. 
      3. You agree that in the case where you have exceeded the API call limit we imposed in relation to your subscription for the Services, overages may apply and will be charged at a rate equivalent to the price per API call for your subscription at the time the overages occur. Any such overage charges will be calculated and billed separately from your main invoice. We also reserve the right to suspend or terminate your access to the APIs and/or the Services if any such overage charges are not paid in a timely manner.
  7. Prohibited Activities
    1. You agree to use the Services in accordance with the Applicable Laws and in accordance with these Terms. You may not use the Services for any illegal purpose, for the facilitation of the violation of any law or regulation, or in any manner inconsistent with these Terms. You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access or use of the Services:
      1. activity that involves distributing, redistributing, selling, reselling, licensing, or in any other way exploiting any portion of the Services, use of the Services, or access to the Services without our express prior consent;
      2. activity that involves using the Services, directly or indirectly, in any manner that could cause the Services so used to (a) affect our ability to realize revenue in connection with the Services, or (b) compete with our business;
      3. activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or Intellectual Property Rights belonging to any person or entity under the Applicable Laws;
      4. activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including but not limited to the deployment of viruses, transmission of any harmful code (worms, time bombs, Trojan horse) and denial of service attacks; 
      5. activity that involves using any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data;
      6. activity that imposes or may impose an unreasonable or disproportionately large load or burden on the Services or the infrastructure of the Services;
      7. activity that involves obtaining or attempting to obtain through any means any materials or information on the Services that have not been intentionally made publicly available either by public display on the Services or through accessibility by a visible link on the Services;
      8. activity that seeks to defraud us or any other person or entity, including but not limited to providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another, or using or attempting to use another user’s account without authorization; 
      9. activity that seeks to gain unauthorized access to any of our databases, data centres, APIs, systems and networks;
      10. activity, except as permitted by the Applicable Laws, that attempts to or does reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of our Services; 
      11. activity that copies, modifies, or creates a derivative work of our Services or any part, feature, function or user interface thereof, or modifies, adapts or hacks the Services or modifies another website so as to falsely imply that it is associated with us or the Services; or
      12. activity that violates any Applicable Laws. 
    2. You further agree that you will not input, distribute, upload, post, email, transmit or otherwise make available any content through the Services that: (a) is promotional in nature, including solicitations for funds or business, without the prior written authorization of Arkhia, or constitutes junk mail, spam, chain letters, pyramid schemes or the like; (b) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (c) you do not have the right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (d) infringes any Intellectual Property Rights of any party; (e) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, or telecommunications equipment; (f) is harmful to minors; or (g) constitutes the personally identifiable information of any other person that such person has not authorized you to disclose. 
    3. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE SERVICES IS STRICTLY PROHIBITED. We reserve the right to at any time determine whether a use of the Services is in violation of these Terms or fails to comply with acceptable use (see the “Termination of Use” section below).
  8. Your Rights and Obligations
    1. You acknowledge and agree that you are responsible for using any appropriate security measures appropriate to safeguard unauthorized access or use of the Services. 
    2. You acknowledge and agree you are responsible for the performance of your agents and related personnel (including employees and contractors), and if applicable, that of your Affiliates if you have entered into an Agreement on behalf of your Affiliates, in using our Services to comply with these Terms and the Agreement. You shall not make the Services available to, or use the Services for the benefit of anyone other than your own agents and related personnel. 
    3. You shall not sell, resell, license, sublicense, distribute, redistribute, or lease any element of the Services except as integrated with your own offerings that significantly provide additional functionality(ies) on top of Arkhia’s infrastructure offerings through the Services to your end users. Such additional functionalities may include, but are not limited to, custom features, integrations with third-party services, unique user interfaces, or specialized tools that add value and differentiation to your own offerings.
    4. You acknowledge and agree that you will use the Services in accordance with the applicable usage manuals that we may publish from time to time (“Documents”). You will not use the Documents or access the Services to develop or contribute to the development of a product or service that is competitive with our Services. You note that the Documents may be updated from time to time and will be posted at https://docs.arkhia.io/ and such updates are effective when posted.
    5. You agree to ensure that all details regarding your contact information and billing or payment information are complete and correct and agree to update such information as soon as possible when changes are made. 
    6. You acknowledge and agree that you are solely responsible for ensuring that any plug-ins or other third-party services used and installed in your applications and results created using our Services does not create a breach of these Terms or the Agreement nor any Applicable Laws. Any use of a plug-in or any other third-party services is at your own risk. Your use of such third-party services is solely governed by your agreement with that third party. Arkhia has no liability for your use of such third-party services. 
    7. You are solely responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect, and backup your accounts and/or Your Data in a manner that will provide appropriate security and protection, which might include use of encryption. If you are not able to be responsible for your own account security, or do not want such an obligation, you should not use the Services.
    8. You acknowledge and agree that you shall remain liable for all of your agents’ or related personnel’s use of the Services, created applications or other results under these Terms and/or Agreement and any third-party services, including but not limited to plug-ins. Without limiting the foregoing, we may at our discretion suspend your access to the Services (including the APIs) immediately if your use of the Services may (a) create a cybersecurity risk to us, our databases or services, the Services, and/or other Users; (b) breach these Terms and/or the Agreement; or (c) subject us or any third party to liability through no fault on the part of us or any such third party. You further agree to indemnify and hold harmless Arkhia, its employees, directors, contractors, agents and licensors and their respective employees, directors, contractors, and agents for any claim, suit or proceeding brought against Arkhia related to your performance and that of your users, plug-in developers or any third-party developers.
    9. You shall promptly notify us of any unauthorized access or use of our Services and any suspected breach of these provisions.
  9. Our Rights and Obligations
    1. We shall operate Arkhia and the Services using reasonable care and skill and in accordance with the Applicable Laws.
    2. We shall make our Services available to you in accordance with the Agreement and these Terms. 
    3. We shall be responsible for the performance of the work with respect to the Services, whether performed by our own agents or related personnel (employees and contractors) or subcontracted to third parties. 
    4. We shall maintain administrative, physical and technical safeguards for the security and integrity of the Services consistent with industry standard practices. 
    5. We may, at our sole discretion, from time to time and without prior notice to you, implement new versions and upgrades of the Services including, but not limited to, changes that may affect modifications to the design, operational method, technical specifications, systems and other functions, etc. of the Services. 
    6. We undertake, in our sole discretion, to adopt reasonable measures so the Services are continually available (i.e. twenty-four (24) hours per day, seven (7) days per week) to the maximum extent that is technologically and commercially practicable. 
    7. Notwithstanding the above, Arkhia shall be entitled to take measures that affect the aforementioned accessibility where it deems such to be necessary for technical, maintenance, operational or security reasons. If such measures are however taken, you are not entitled to compensation in the event of lack of access unless otherwise agreed in a separately negotiated Agreement. We will make best efforts to limit the impact of any planned maintenance on the availability of the Services and endeavor to provide users with prior notice of any planned maintenance, where possible, to minimize inconvenience. 
    8. Further, the Services may be subject to unavailability for a variety of factors beyond our control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur and actual service coverage, speeds, locations and quality may vary. We are not responsible for data, codes, messages, or pages lost, not delivered, delayed, or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or service limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users or the Services. The accuracy and timeliness of data received is not guaranteed.
  10. Licenses and Proprietary Rights
    1. Arkhia shall be the sole owner of any and all present and future rights in and to all Intellectual Property Rights, technical solutions, Documents and other information related to the Services (“Proprietary Information”). The Services, and all of the content it contains, or may in the future contain, including but not limited to text, content, photographs, video, audio and graphics, goods, designs, information, applications, software, music, audio files, articles, directories, guides, photographs as well as the trademarks, service marks, trade names, trade dress, copyrights, logos, domain names, code, patents and/or any other form of intellectual property that relates to the Services, are owned by or licensed by us or other third parties and are protected from any unauthorized use, copying and dissemination by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of Singapore and other countries. The Services are also protected as collective work or compilation under Singapore copyright and other laws and treaties. All individual modules, data sets, analytical tools and other elements making up the Services are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. All present and future rights in and title to the Services (including the right to exploit the Services and any portions of the Services over any present or future technology) are reserved to Arkhia for its exclusive use.
    2. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Arkhia and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Arkhia and such others. You agree to protect the proprietary rights of Arkhia and all others having rights in the Services and to comply with all reasonable written requests made by Arkhia or its suppliers and licensors of content, equipment, or otherwise to protect their and others’ contractual, statutory, and common law rights in the Services. You agree to notify Arkhia in writing promptly upon becoming aware of any unauthorized access or use of the Services by any individual or entity or of any claim that the Services infringes upon any copyright, trademark, or other contractual, statutory, or common law rights. 
    3. As per Clause 2.2 above, you are granted a limited, non-transferable, non-exclusive, non-sublicensable, and revocable license to access and use the Services, subject to compliance with these Terms. You have no other license or usage rights to the Services beyond what is explicitly stated in these Terms, and any commercial use or distribution of the Services or the contents of the Services beyond what is explicitly allowed in these Terms is prohibited. You are also entitled to use such Proprietary Information only as set forth in these Terms and the Agreement. Except as specifically permitted by these Terms, you may not copy or make any use of the Services or any portion thereof. Except as specifically permitted herein, you shall not use the Intellectual Property Rights or the Services, or the names of any individual participant in, or contributor to, the Services, or any variations or derivatives thereof, for any purpose, without our prior written approval. Unless with Arkhia’s written consent, you also may not use any of the trademarks, trade names, service marks, copyrights, or logos of Arkhia in any manner which creates the impression that such items belong to or are associated with you or are used with Arkhia’s consent, and you acknowledge that you have no ownership rights in and to any of such items.
    4. In accordance with the Agreement and/or as described in the Documents (as the case may be), Arkhia will store, process, transmit, disclose and display electronic data and configurations submitted to us through our Services at the direction of or on behalf of Subscriber. Insofar as you retain all right, title, and interest (including all Intellectual Property Rights) in and to Your Data, you hereby grant Arkhia a worldwide, perpetual, nonexclusive, revocable, and limited right and license to access, use, host, store, copy, transmit, distribute, export, reproduce, modify, disclose and display such electronic data and configurations submitted and to interoperate with any third parties as necessary in order for Arkhia to provide the Services in accordance with the Agreement. Arkhia shall not acquire any right, title, or interest from Subscriber apart from the grant of this limited license. In this connection, Arkhia’s Privacy Policy (as updated from time to time) also applies to our respective rights and interests described in this Clause.
    5. We may generate and use Platform Data to provide, operate, and improve the Services or for any lawful purpose.
    6. You represent and warrant that you have obtained and will obtain and continue to have all necessary rights, authority, consents, and licenses for the access to and use of Your Data (including any personal data provided or otherwise collected pursuant to our Privacy Policy) as contemplated herein.
    7. By providing Arkhia with any suggestion, enhancement request, recommendation, correction, or other feedback in relation to the Services (if any), Subscriber grants to Arkhia a worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate the same into the Services.
    8. Subscriber shall indemnify Arkhia on demand against all Loss suffered or incurred as a result of any actual or alleged infringement of any Intellectual Property Rights in accordance with these Terms.
    9. Nothing contained in these Terms or within the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any service in any manner without the prior written consent of Arkhia or such third party that may own the Services or any Proprietary Information displayed during our provision of the Services.
  11. Representations, Warranties and Undertakings
    1. Each party represents, warrants and undertakes to the other party that once agreed, these Terms will constitute its valid and binding obligations in accordance with its terms herein.
    2. You further represent, warrant and undertake to us that:
    3. if you are entering into these Terms as an individual, then you are 18 years old or over or otherwise of the legal age of majority in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them;
    4. if you are entering into these Terms as a non-individual legal entity, then (a) you have the full capacity and authority to enter into and perform your obligations under these Terms and your representative all the requisite power, authority and capacity to accept these Terms on your behalf, and (b) you are validly incorporated and duly registered under the Applicable Laws, and has all the requisite right, power and authority to carry on its business;
    5. you are not a resident, national or agent of countries or regions sanctioned by the United States government (including but not limited to countries or regions on any sanctions lists of the Office of Foreign Assets Control), the United Kingdom government, the European Union, or the United Nations;
    6. you are not a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or the United Nations;
    7. you do not, and will not, use any virtual private network (VPN) software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services;
    8. your access to the Services is not prohibited by any and all the Applicable Laws; 
    9. your access to the Services does not contribute to or facilitate any illegal activity;
    10. all information and documentation provided by you in connection with your use of the Services is and will remain complete, accurate and truthful, and you shall provide to us updates of such information and documentation promptly upon any material change or inaccuracy; 
    11. you shall perform your obligations under these Terms in a manner that enables us to comply with our requirements under the Applicable Laws from time to time; 
    12. if and when requested by us, you shall promptly provide us with any information and records and access to such which is, in each case, reasonably necessary for us to assess your compliance with these Terms, to comply with the Applicable Laws or to undertake reasonable and ongoing monitoring of risks in relation to your use of the Services; and
    13. you are not aware of and have not intentionally withheld any information or fact which may give rise to or result in the Services provided hereunder being in breach of any Applicable Laws.
  12. Termination of Use
    1. We may terminate or suspend access to the Services at any time, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. In case of termination or suspension, you may have the right to appeal our decision by contacting us through the appropriate communication channels.
    2. Your right to utilize all parts of the Services (including our APIs) terminates upon the termination of your subscription or access to the Services.
    3. Upon termination of your subscription or access to the Services for any reason, Arkhia shall be entitled to permanently delete and destroy all Your Data in our possession without further notice to you (although such a right is subject to our obligations to retain certain data under the Applicable Laws and/or our Privacy Policy).
    4. The termination or expiry of these Terms (or any part thereof) will not affect any rights accrued prior to termination or expiry. 
    5. The provisions of these Terms, which by their nature and content, are intended, expressly or impliedly, to continue to have effect notwithstanding the termination or expiry of these Terms shall survive and continue to bind the parties.
  13. Third-party Links
    1. The Services may contain content or links to third-party websites or services, goods, or advertisements (“Third-Party Sites“) that are not owned or controlled by us. Our provision of links to Third-Party Sites does not imply any affiliation, partnership, or endorsement of any information, product, or service offered on or reached through such Third-Party Sites. 
    2. We are not responsible for the availability, content, or accuracy of other websites, services, or goods that may be linked to or advertised on the Services. We do not: (a) make any warranty, express or implied, with respect to the use of the links provided on or to the Services; (b) guarantee the accuracy, completeness, usefulness, or adequacy of any other websites, services, goods, or advertisements that may be linked to the Services; or (c) make any endorsement, express or implied, of any other websites, services, goods, or advertisements that may be linked to the Services. 
    3. You acknowledge and agree that we shall not be held responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services. If you decide to leave this site and access the Third-Party Sites, you do so at your own risk, and you should be aware that our terms and policies no longer govern. You are responsible for and we advise you to read the terms of service and privacy policies of any third-party websites or services you visit.
  14. Disclaimers and Limitation of Liability
    1. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE SERVICES AND ANYTHING CONTAINED WITHIN THE SERVICES, INCLUDING, BUT NOT LIMITED TO, CONTENT, SERVICES, GOODS, OR ADVERTISEMENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND THAT ARKHIA MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE OF TRADE. ARKHIA DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THIS SITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THIS SITE OR THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ENTITY. ARKHIA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THIS SITE OR THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT ARKHIA) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.
    2. IN NO EVENT WILL ARKHIA’S AGGREGATE LIABILITY (TOGETHER WITH ITS PARENTS, AFFILIATES, SUBSIDIARIES, SUPPLIERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, LICENSORS OR ASSIGNS) OWED TO YOU OR ANY OTHER THIRD PERSON AND ARISING OUT OF OR RELATED TO THESE TERMS (REGARDLESS OF THE NUMBER OF INDIVIDUAL INCIDENTS GIVING RISE TO LIABILITY) EXCEED THE GREATER OF (A) ONE HUNDRED US DOLLARS ($100) OR (B) THE TOTAL AMOUNT ACTUALLY PAID BY SUBSCRIBER AND ITS AFFILIATES FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, WHETHER SUCH LIABILITIES ARE BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES EVEN IF ARKHIA HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY FROM OR IN CONNECTION WITH THIS SITE, THE SERVICES, USE OF OR INABILITY TO USE THE SERVICES OR ANY LINKS OR ITEMS ON THE SERVICES OR ANY PROVISION OF THESE TERMS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. 
    3. BY ACCESSING, SUBSCRIBING TO, OR USING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AS WELL AS ANY AND ALL SIMILAR PROVISION OF LAW OR SUCCESSOR STATUTE OR COMMON LAW DOCTRINE OF ANY STATE TERRITORY, AND/OR COUNTRY WITH RESPECT TO ANY CLAIMS YOU MAY HAVE IN CONNECTION WITH THE SERVICES OR THESE TERMS.
    4. In connection with this waiver and release, you acknowledge that you are aware that you may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which you now know or believe to be true. Nevertheless, you intend by these Terms to release fully, finally and forever all such matters under these Terms. In furtherance of such intention, the releases set forth in these Terms shall be and shall remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different claims or facts relevant hereto.
    5. Arkhia does not warrant that the Services are compatible with your equipment or that the Services, or e-mail sent by Arkhia or its representative, is free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. You agree that Arkhia and its suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall have no responsibility or liability for: (a) any injury or damages, whether caused by the negligence of Arkhia, its parents, or their respective Affiliates, suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns, or otherwise arising in connection with the Services and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages, or any claim against Arkhia by any other party; or (b) any fault, inaccuracy, omission, delay, or any other failure in the Services caused by your computer equipment or arising from your use of the Services on such equipment. Arkhia is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment you use to access the Services. You understand that Arkhia and/or third-party contributors to the Services may choose at any time to inhibit or prohibit their content from being accessed under these Terms.
  15. Indemnification
    1. You agree to, at your own expense, indemnify, defend, and hold harmless Arkhia, its Affiliates, officers, directors, employees, agents, licensors, and suppliers (collectively the “Arkhia Parties“) from and against all claims, losses, liabilities, expenses, damages, and costs, including but not limited to reasonable attorneys’ and experts’ fees, resulting from or arising out of:
      1. your access to or use of the Service, or any activities conducted through the Services;
      2. someone’s use of your account for the Services;
      3. any deletion, addition, insertion or alteration to, or any unauthorized use of, the Services by you or someone using your computer (or account, where applicable);
      4. any violation of these Terms by you or anyone using your account;
      5. any infringement or alleged infringement of any intellectual property rights, proprietary rights, or privacy rights by you or anyone using your account, whether or not such infringement arises from the electronic data, configurations and/or other data submitted to Arkhia or stored on the Services by or at the direction of you;
      6. any misrepresentation, negligence, or willful misconduct by you or anyone using your account; and/or
      7. any breach of any warranty, representation, or obligation made by you in these Terms.
    2. You agree to promptly give us written notice of all such claims, losses, liabilities, expenses, damages, and costs so described in Clause 15.1 where they have arisen. You further agree to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by the Arkhia Parties by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim.
    3. Arkhia reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with Arkhia in asserting any available defenses, including providing any necessary information and assistance as reasonably requested by Arkhia. You shall not settle any indemnifiable claim without Arkhia’s prior written consent. This indemnification obligation shall survive the termination or expiration of these Terms and your use of the Services. 
  16. Force Majeure Event
    1. Neither party will be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from a Force Majeure Event. The party affected by a Force Majeure Event shall promptly notify the other party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the event, its anticipated duration, and the steps being taken to mitigate the impact of the event. The affected party shall use its best efforts to mitigate the effects of the Force Majeure Event and to resume performance under these Terms as soon as reasonably possible. If the Force Majeure Event continues for more than thirty (30) days, either party may terminate these Terms upon written notice to the other party.
  17. Manner of Notice
    1. Arkhia provides Subscriber with support by email at support@arkhia.io for Subscriber queries in connection with the use of the Services or such other contact details as may be available on Arkhia’s website from time to time. 
    2. All notices with respect to these Terms and the Agreement are to be sent to notices@arkhia.io.  
    3. Billing-related notices to Subscriber shall be deemed properly delivered and received by Subscriber once addressed to the relevant billing contact designated by Subscriber. All other Services-related notices to Subscriber shall be deemed properly delivered and received by Subscriber once addressed to the relevant person designated by Subscriber in writing or in the Services’ user interface dashboard.
  18. Publicity
    1. Subscriber consents to Arkhia’s use of Subscriber’s name and logo and general description of Subscriber’s relationship with Arkhia in press releases and other marketing materials and appearances. Subscriber further permits Arkhia to use it as a reference account for marketing purposes and agrees, from time to time, to support Arkhia by participating in reference phone call(s) and other marketing events including with press, analysts, and Arkhia’s existing or potential investors or customers upon reasonable request by Arkhia.
  19. Entire Agreement
    1. These Terms and the Agreement (if any) constitute the entire agreement between the parties relating to the subject matter herein and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to such subject matter.
  20. Severability
    1. Each of the provisions of these Terms is severable. If a provision is held to be or becomes illegal, invalid or unenforceable in any respect under the Applicable Laws, then to the extent that it is illegal, invalid or unenforceable and can be deleted without altering the essence of these Terms, it shall be deemed to be deleted and shall not affect or impair the legality, validity or enforceability of the other provisions of these Terms. If the invalid, illegal or unenforceable provision cannot be deleted without altering the essence of these Terms, subject to Clause 1.3, we may amend these Terms to remedy such invalidity, illegality or unenforceability to the extent needed to achieve the intent of the original provision.
  21. Assignment
    1. Notwithstanding any other provision in these Terms, you shall not without our prior written consent, assign, transfer, novate, part with, outsource, subcontract or delegate any of your rights, responsibilities and/or obligations under these Terms and the Agreement (in whole or in part).  
    2. Notwithstanding any other provision in these Terms and the Agreement, we may assign, transfer, novate, part with or subcontract any of our rights, responsibilities and/or obligations under these Terms and the Agreement (in whole or in part) to any of our Affiliates without your prior consent. 
    3. These Terms and the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
  22. No Reliance
    1. Neither party has entered into these Terms in reliance on any representation, warranty or undertaking of the other party, except as expressly referred to in these Terms. This Clause shall not exclude any liability for, or remedy for fraud or fraudulent misrepresentation by either party.
  23. Governing Law
    1. These Terms and the relationship between the parties herein shall be governed by and construed in accordance with the laws of Singapore.
  24. Dispute Resolution and Service of Process
    1. In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute“), the parties agree to first attempt to resolve the Dispute through good faith negotiations. If the parties are unable to resolve the Dispute within thirty (30) days of such negotiations, either party may submit the Dispute to binding arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre. The arbitration shall take place in Singapore, and the language of the arbitration shall be English. The number of arbitrator(s) shall be one (1).
    2. The arbitrator’s decision shall be final and binding on the parties, and the parties agree to be bound by the arbitrator’s decision and to perform any award or judgment issued by the arbitrator. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in any arbitration or legal proceedings shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.
    3. Any claim or cause of action you may have with respect to these Terms or the Services must be commenced within one (1) year after the claim or cause of action arises, regardless of any statute or law to the contrary. If a claim or cause of action is not brought within this time frame, it shall be permanently barred.
    4. Nothing in this Clause shall preclude Arkhia from applying for urgent interlocutory relief from any court of competent jurisdiction. You further agree that any arbitration award made pursuant to any arbitration commenced pursuant to this Clause may be enforced by Arkhia against your assets wherever those assets are located or may be found, and a judgment upon any such arbitration award may be entered into by any court of competent jurisdiction thereof and for this purpose, you expressly submit to the jurisdiction of any such court.
    5. Without prejudice to Arkhia’s right to serve process in any other manner permitted by law, Arkhia may effect service on you of any writ, summons or other process or documents by leaving it at or sending it by ordinary post to your last known address (whether to a post office box or to a place of residence or business or otherwise). Such process shall be deemed validly served on you:
      1. in the case of service by leaving at your last knowing address any writ, summons or other process or documents: immediately; and 
      2. in the case of service by post of any writ, summons or other process or documents:
      3. to any address in Singapore: two (2) days after it was posted by Arkhia; or
      4. to any address outside Singapore: fourteen (14) days after it was posted by Arkhia,
      5. and you hereby agree that you shall be deemed to have adequate and sufficient notice of such process.
  25. Equitable Relief
    1. The parties agree that a material breach of the Terms and the Agreement adversely affecting Arkhia’s Intellectual Property Rights may cause irreparable injury to Arkhia and/or its licensors for which monetary damages would not be an adequate remedy and Arkhia shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.
  26. Waiver
    1. No failure or delay by a party to exercise any right or remedy provided under these Terms or by the Applicable Laws shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  27. No Partnership or Agency
    1. No provision in these Terms is intended to or creates a partnership between the parties or establishes a party as the agent of another party for any purpose. A party has no authority to act for, bind, contract in the name of, or create a liability for the other party by any means or for any purpose.
  28. Costs
    1. Except as otherwise expressly provided in these Terms, each party will pay its own costs incurred in connection with the performance of its obligations under these Terms, save to the extent that is expressly provided otherwise herein.
  29. Further Assurance
    1. Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Terms.
  30. Third Party Rights
    1. Except as otherwise expressly provided in these Terms, a person who is not a party to these Terms has no right to enforce or to enjoy the benefit of any provisions of these Terms or the Agreement.
  31. Definitions
    1. “Account Data” means personal information about a User’s use of the Services.
    2. “Affiliate” means from time to time in relation to an entity, another entity Controlling, Controlled by, or under common Control with, that entity.
    3. “Agreement” has the meaning ascribed to it in Clause 1.2.
    4. “APIs” has the meaning ascribed to it in Clause 6.1.
    5. “Applicable Laws” means in relation to either party, all laws, statutes, orders, rules, provisions, regulations, directives, and guidelines which have legal effect, whether local, national, international or otherwise existing from time to time, including all Regulators’ rules, requirements, standards, guidelines and recommendations which have legal effect, as applicable to such party or as applicable to that party’s obligations under these Terms.
    6. “Arkhia Parties” has the meaning ascribed to it in Clause 15.1.
    7. “Control” means in relation to an entity the legal, beneficial or equitable ownership, whether directly or indirectly, of fifty percent (50%) or more of its fully diluted voting share capital (or other ownership interest, if not a corporation), or the equivalent right under contract to control management decisions with regard to the relevant subjects, and “Controlling” and “Controlled” shall be defined accordingly.
    8. “Dispute” has the meaning ascribed to it in Clause 24.1.
    9. “Documents” has the meaning ascribed to it in Clause 8.4.
    10. “Force Majeure Event” means, in relation to a party, any event or circumstance beyond the reasonable control of such party and not caused by such party’s default or negligence, including failures of public telecommunications or transportation infrastructure, failure or shortage of power supplies, acts of God or nature, terrorism or war, accidents, nature disasters (including fire, earthquakes, landslides, lightning, meteors, floods, tsunami, tornados, storms, hurricane and typhoons), explosions, states of emergency, freight embargoes, riots or civil disturbances, wars, acts of sabotage, strikes, embargo, labour disputes (except involving employees of the party or its sub-contractors), mob violence, act or failure to act of government or other competent regulatory authority including but not limited to a Regulator, plague, epidemic, pandemic, outbreaks of infectious disease and/or any other public health crisis (including quarantine or other similar restrictions), or similar events. For the avoidance of doubt, it shall include an incident in relation to government acts, directives, approvals, consent, laws, regulations or licensing requirement, including any restriction on the supply of the Services pursuant to the Applicable Laws or any decision by a governmental authority preventing the supply of the Services.
    11. “Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in any territory and in relation to patents, trademarks, service marks, logos, get up, trade names, internet domain names, rights in designs, copyright (including rights in computer software and preparatory design materials), moral rights, database rights, know-how, trade secrets, semiconductor topography rights, utility models, rights in intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world (including APIs).
    12. “Introductory Offer” has the meaning ascribed to it in Clause 4.3.
    13. “Loss” means any and all loss, damages, liabilities, actions, proceedings, claims, demands, costs, expenses, charges, tax, duties, levies, interest, penalties, fines, assessments, disbursements, reimbursement orders and other expenses (including all legal, professional and other expenses and amounts reasonably paid in settlement) paid, suffered or incurred by a person or entity, whether incurred directly, indirectly or consequentially.
    14. “Platform Data” means any data that is derived or aggregated in anonymized form from (a) Your Data or (b) Account Data, including any hardware metrics (if applicable), software event logs, globally unique identifiers for files, usage data or trends with respect to the Services.
    15. “Proprietary Information” has the meaning ascribed to it in Clause 10.1.
    16. “Regulator” means any governmental, statutory or regulatory body and any other competent ministry, authority, agency or institution that may, from time to time, in any jurisdiction have responsibility to regulate, supervise and/or otherwise exercise state authority in relation to either party or the activities contemplated by these Terms.
    17. “Services” has the meaning ascribed to it at Clause 1.1.
    18. “Taxes” has the meaning ascribed to it at Clause 4.8.
    19. “Terms” has the meaning ascribed to it at Clause 1.1.
    20. “Third-Party Sites” has the meaning ascribed to it at Clause 13.1.
    21. “User” means users of the Services.
    22. “Your Data” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted, stored or otherwise provided by or on behalf of you through the Services or to us in connection with your use of the Services, but excluding Account Data, Platform Data, and any other information, data, data models, content or materials owned or controlled by us and made available through or in connection with the Services.
  32. Interpretation
    1. In these Terms, the headings are inserted for convenience only and shall not affect construction or interpretation of these Terms. Unless the context otherwise requires, a reference to:
      1. a legislation includes all amendments, modifications, consolidations or re-enactments of or to that legislation as may be made from time to time, and includes any subordinate legislation issued under it;
      2. a document (including these Terms and the Agreement) or a provision of a document is a reference to that document or provision as amended, supplemented, novated or replaced from time to time;
      3. a person or entity includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; 
      4. a “day” means a period of twenty-four (24) hours running from midnight to immediately before the following midnight; 
      5. a “party” is to Arkhia or Subscriber (as applicable) and a reference to the “parties” is, in each case, to both of them; 
      6. a singular word includes the plural and vice versa;
      7. a Clause is a reference to a section of these Terms;
      8. a time of day is to Singapore time; 
      9. the words “include”, “includes”, “including”, “in particular” or any similar expression will be construed as illustrative and the words following any of those terms will not limit the sense of the words preceding those terms;
      10. the word “or” will not be exclusive; and
      11. defined words and expressions in grammatical forms other than as provided have corresponding meanings.  

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