Trial Agreement Terms and Conditions

This Trial Agreement (“Agreement”) was last updated on 30 Sep 2024.

This Agreement is effective once you click an “I Accept” button, check box or any equivalent device presented with these terms or, if earlier, when you use any of the Services. You represent that you have legal capacity to enter into this Agreement. If you are entering into this Agreement for an entity, such as the company you work for, you represent that you have authority to bind that entity. Where you are the “Customer” and we, Transparently Pte Ltd, a company incorporated in Singapore and having its registered address at 1 Scotts Road #21-08, Singapore 228208, are the “Supplier”, provide a cloud-hosted software-as-a-service; (each a “Party” and collectively, the “Parties”); and you wish to enter into this Agreement to evaluate such software on a trial basis for the duration of two weeks (“Trial”), in accordance with the Terms set forth herein.

Definitions

The following definitions apply in this Agreement:

Authorised Users: employees and officers of the Customer participating in the Trial as testers, including you.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

Customer Personal Data: means Personal Data which the Customer discloses to the Supplier, or which the Supplier processes on behalf of the Customer.

Derived Data: refers to the data and information obtained from the Supplier’s Services whether through the MRA, its reports or API, that has been modified by the Customer (e.g. perform calculations or combining it with other data) to such a degree that it cannot be recognized as deriving from the Supplier’s Services, reverse engineered or otherwise traced back to the Supplier, without an extraordinary amount of time and effort other than by the creator.

Documentation: refers to any research findings, testing guide(s), user guide(s) describing the use and operation of the Supplier’s software, its interface and any report generated from the Supplier’s software.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

MRA: refers to the Manipulation Risk Analyzer, a software program developed by the Supplier, the rights to which it owns, and which utilises artificial intelligence, machine-learning based analysis, and intelligence processes with the primary purposes of automating early detection of accounting manipulation and fraud. The MRA enables a user to undertake an analysis of available accounting data, estimating the likelihood of accounting manipulation, and/or fraudulent activity within publicly listed companies in a nominated stock universe.

Personal Data: means data, whether true or not, about an individual who can be identified: (a) from that data alone; or (b) from that data and other information which the Supplier has or is likely to have access.

Representatives: means, in relation to a Party, its employees, officers, contractors, subcontractors, representatives and advisers.

Services: the services provided by the Supplier to the Customer in whole or in part, for access to and the use of its MRA software, Documentation, training and technical support.

Transparently Information: the information (including, but not limited to, data, text, images and sound recordings) contained in the Services in raw form and such information as it may be modified by Customer and/or Authorised Users, except to the extent that the modified information is Derived Data.

Services and Grant of Licence

2.1 For the duration of the Trial, the Supplier shall provide to the Customer, in whole or in part, access to and use of its MRA software, training and technical support and make any user guides, describing the use and operation of the MRA available to the Customer, for the sole objective of you evaluating the features, functionality of our software (“Purpose”).

2.2 The Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence (without the right to grant sublicenses) to use the Supplier’s software and any documentation as supplied in connection with such use, during the Trial.

2.3 You undertake that you shall keep a secure password for use of the Services and Documentation, keeping your password confidential and shall not share or transfer your password.

2.4 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, the Documentation, and/or passwords, keys, security protocols, network links or connections, including the use of multi-factor security authentication, as may be necessary to access the Services, and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.5 The rights provided under this Clause are granted to you and only you.

Our obligations

3.1 The Supplier undertakes that the Services will be performed substantially in accordance with any relevant Documentation and with reasonable skill and care.

3.2 The undertaking at Clause 3.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents.

3.3 If the Services do not conform with the foregoing undertaking, Supplier will use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in Clause 3.1.

3.4 The Supplier warrants that:

(a) it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement;

(b) to the best of its knowledge, no conflict of interests exists or is likely to arise in the performance of its obligations under the Agreement;

(c) it will perform its obligations under this Agreement in accordance with good industry practice.

3.5 The software provided under this agreement is provided “as is” and “as available” for evaluation purposes only.  The Supplier makes no warranties, express or implied and disclaims all warranties with respect to the software, including but limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or course of dealing or usage.  The Supplier does not warrant that the software will meet the Customer’s requirements, produce any specific results, be compatible with any other software, applications or systems, operate without interruption, meet any performance or reliability standards or be error-free.

3.6 The Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.7 This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

Your obligations

4.1 The Customer shall:

  1. without affecting its other obligations under this Agreement, the Customer shall comply with all applicable laws and regulations with respect to its activities under this Agreement;
  2. obtain and maintain all necessary licences, consents and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement;
  3. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time;
  4. be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
  5. provide the Supplier with all necessary cooperation in relation to this Agreement; and all necessary access to such information as may be required by the Supplier, in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
  6. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
  7. ensure that the use of our Services and the Documentation are in accordance with the terms and conditions of this Agreement (including, but not limited to, the restrictions in Clause 4.2) and shall be responsible for any breach of this Agreement;

4.2 The Customer shall not:

  1. allow any third party to access the Transparently Information
  2. distribute, publish or otherwise share with any third party any Transparently Information, except as expressly permitted;
  3. modify, adapt, alter or translate Transparently Information;
  4. sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of Transparently Properties for the benefit of any unauthorised third party;
  5. reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organisation) of the Services or API;
  6. access or use Transparently Information to create, issue, sponsor, or calculate an financial index that will be used: as, or forms the basis of, a financial product, including but not restricted to funds, futures, options, swaps, certificates, notes; or, as the official benchmark to measure and report the performance of a financial product;
  7. modify or create Derived Data from the Transparently Information or to redistribute, by sending or sharing, such information, including insubstantial portions of such information, alter or distort the editorial meaning of any analysis included in Transparently Information, with third parties outside the Customer’s organisation;
  8. access or use Transparently Information to build a product or service, including (but not limited to), constructing or calculating an index, investment strategy or a benchmark for distribution, licensing, publication or otherwise sharing outside of the Customer’s organisation;
  9. attempt to access the Supplier’s Services, or Transparently Information through any unapproved interface;
  10. otherwise use Transparently Information in any manner that exceeds the scope of, or use permitted under, this Agreement or Documentation or in a manner inconsistent with the Governing Law; or
  11. introduce or permit the introduction of any virus or vulnerability into the Suppliers network and information systems.

4.3 The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that:

  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  6. is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this Clause.

Charges and Payments

This trial is provided to you for two weeks free of charges and payments.  

Intellectual Property Rights

6.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services, Documentation, and Transparently Information. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights in respect of the Services, Documentation,  and Transparently Information. The acknowledgement and agreement contained in this Clause 6.1 shall survive the termination of the Agreement.


6.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.


6.3 The Supplier acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in the Customer Data. The Customer grants the Supplier a licence to use, process and display the Customer Data for the purpose of providing the Services, and for matters in connection with the same.

7. Third-Party IP Rights

7.1 As part of the provision of the Services, the Customer is granted access to CUSIP standard identifiers, CUSIP standard descriptions, CGS ISINs, CINS identifiers, and other information about financial instruments (“CGS Data”), within the CUSIP databases (“CUSIP Database”), to which Authorised Users have access pursuant to the CUSIP distribution agreement (“CUSIP Distribution Agreement”), entered into by the Supplier and CGS regarding the use and distribution of CGS Data that is proprietary to CGS and the American Bankers Association (“ABA”), subject to the following obligations in the Clause 9.

7.2 The Customer agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services (“CGS”) and the ABA, and that no proprietary rights are being transferred to the Customer in such materials or in any of the information contained therein. Any use by the Customer outside of the clearing and settlement of transactions requires a licence from CGS, along with an associated fee based on usage. The Customer agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, the Customer agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.

7.3 The Customer agrees that the Customer shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. The Customer further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER, DATABASE, INTERNET, ELECTRONIC SERVICES and/or any other future services developed by CGS.

7.4 Neither CGS, ABA nor any of their affiliates make any warranties, express or implied, as to the accuracy, adequacy or completeness of any of the information contained in the CUSIP database. All such materials are provided to the customer on an “as is” basis, without any warranties as to merchantability or fitness for a particular purpose or use nor with respect to the results which may be obtained from the use of such materials. Neither CGS, ABA nor their affiliates shall have any responsibility or liability for any errors or omissions nor shall they be liable for any damages, whether direct or indirect, special or consequential, even if they have been advised of the possibility of such damages. In no event shall the liability of CGS, ABA or any of their affiliates pursuant to any cause of action, whether in contract, tort, or otherwise, exceed the fee paid by the customer for access to such materials in the month in which such cause of action is alleged to have arisen. Furthermore, CGS and ABA shall have no responsibility or liability for delays or failures due to circumstances beyond their control.

7.5 The Customer agrees that the foregoing Clauses 7.2-7.4 shall survive any termination of its right of access to the materials identified above.

7.6 In the event the Customer has a licence agreement with CGS (“CGS License Agreement”) that permits broader rights than those granted in Clauses 9.2-9.4, then the terms of that Customer’s CGS License Agreement shall govern such Customer’s use of the CUSIP Database and/or any information contained therein for so long as such agreement remains in effect.

7.7 For the purposes of this Clause 9.7, Distributor Service shall mean the services provided by CGS to the Supplier under the CUSIP Distribution Agreement.  The Customer agrees to ensure the following:

  1. each Authorised User may download CGS Data to a desktop/computing device used solely for such Desktop User’s individual use and not for any centralised, interdepartmental or shared use;
  2. once downloaded to a Authorised User’s desktop/computing device, the CGS Data must remain on such Authorised User’s desktop/computing device and may not be uploaded, copied, transferred to, stored or managed in any other desktop/computing device, including that of another Authorised User, or any device, directory, database or other repository that is shared or can be accessed by others (e.g. the download functionality may not be used to populate master security databases); and
  3. Authorised Users may download CGS Data only as a convenience in connection with Authorised Users’ use of the Distributor Service and not as an alternative to obtaining the CGS Data from and/or pursuant to an agreement with CGS.(a) each Authorised User may download CGS Data to a desktop/computing device used solely for such Authorised User’s individual use and not for any centralised, interdepartmental or shared use;

7.8 The Customer agrees not to download more than 3,000 unique CUSIP Identifiers, or 3,000 unique CINS Identifiers, or 3,000 unique CGS ISIN Identifiers during any consecutive three-month period.

7.9 Access to the CGS Data is conditioned on the effectiveness of the CUSIP Distribution Agreement and the Customer’s access to the CGS Data under this Agreement shall automatically terminate upon termination of the licence granted to the Supplier under the CUSIP Distribution Agreement.

Data Privacy and Confidentiality

8.1 The Customer agrees that the Supplier may collect and use Customer Personal Data for any or all of the following purposes:

  1. performing obligations in the course of or in connection with the Supplier’s provision of the Services;
  2. verifying the identity of the Authorised Users;
  3. responding to, handling, and processing queries, requests, applications, complaints, and feedback from the Customer;
  4. managing the Customer’s relationship with the Supplier;
  5. sending the Customer marketing information about the Supplier’s products, services and/or programmes;
  6. complying with any applicable laws, regulations, codes of practice, guidelines, or rules, or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority;
  7. any other purposes for which the Customer has provided the information; and
  8. any other incidental business purposes related to or in connection with the above.

8.2 The Supplier shall comply with all its obligations under the Personal Data Protection Act 2012 at its own cost.

8.3 The Supplier shall only process, use or disclose Customer Personal Data:

  1. strictly for the purposes of fulfilling its obligations and providing the Services under this Agreement, including those under Clause 8.1;
  2. to third party service providers, agents and other organisations the Supplier has engaged to perform any of the functions listed in Clause 8.1 for the Supplier;
  3. with the Customer’s prior written consent; or
  4. when required by law or an order of court, but shall notify the Customer as soon as practicable before complying with such law or order of court at its own costs.

8.4 Where the Customer provides Customer Personal Data to the Supplier, the Customer shall make reasonable effort to ensure that the Customer Personal Data is accurate and complete before providing the same to the Supplier. The Supplier shall put in place adequate measures to ensure that the Customer Personal Data in its possession or control remains or is otherwise accurate and complete. In any case, the Supplier shall take steps to correct any errors in the Customer Personal Data, as soon as practicable upon the Customer’s written request.

8.5 The Supplier shall provide the Customer with access to the Customer Personal Data that the Supplier has in its possession or control, as soon as practicable upon Customer’s written request.

8.6 The Supplier shall not retain Customer Personal Data (or any documents or records containing Customer Personal Data, electronic or otherwise) for any period of time longer than is necessary to serve the purposes of this Agreement.

8.7 The Supplier shall, upon the request of the Customer: (a) return to the Customer, all Customer Personal Data; or (b) delete all Customer Personal Data in its possession, and, after returning or deleting all Customer Personal Data, provide the Customer with written confirmation that it no longer possesses any Customer Personal Data. Where applicable, the Supplier shall also instruct all third parties to whom it has disclosed Customer Personal Data for the purposes of this Agreement to return to the Supplier or delete, such Customer Personal Data.

9. Confidentiality

9.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a Party or its Representatives to the other Party and that Party's Representatives whether before or after the date of this Agreement in connection with this Agreement, including but not limited to:

  1. the terms of this Agreement;
  2. Transparently Information;
  3. any information that would be regarded as confidential by a reasonable business person relating to:

(i) the business, assets, affairs, customers, clients, suppliers, or plans [, intentions, or market opportunities of the disclosing Party (or of any member of the group of companies to which the disclosing Party belongs); and

(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party (or of any member of the group of companies to which the disclosing Party belongs);

       d. any information developed by the Parties in the course of carrying out this Agreement and the Parties agree that:

(i) details of the Services, and the results of any performance tests of the Services, shall constitute Supplier Confidential Information; and

(ii) Customer Data shall constitute Customer Confidential Information.

9.2 The provisions of this Clause 9 shall not apply to any Confidential Information that:

  1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party or its Representatives in breach of this Clause 9);
  2. was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party;
  3. was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party's knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party; [or]
  4. the Parties agree in writing is not confidential or may be disclosed; or
  5. is developed by or for the receiving Party independently of the information disclosed by the disclosing Party.

9.3 Each Party shall keep the other Party's Confidential Information secret and confidential and shall not:

  1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement; or
  2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 9.

9.4 A Party may disclose the other Party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

  1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
  2. at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this Clause 9.

9.5 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible.

9.6 Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party's Confidential Information other than those expressly stated in this Agreement are granted to the other Party, or to be implied from this Agreement.

Indemnity and Liability

0.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, including but not limited to claims, actions, and/or proceedings brought by a third party against the Supplier arising out of or in connection with results obtained from access and use of the Supplier’s MRA software, reports or Documentation whether publicly disclosed by the Customer or otherwise.

10.2 The software provided under this agreement is provided “as is” and “as available” for evaluation purposes only.  The Supplier makes no warranties, express or implied and disclaims all warranties with respect to the software, including but limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or course of dealing or usage.  The Supplier does not warrant that the software will meet the Customer’s requirements, produce any specific results, be compatible with any other software, applications or systems, operate without interruption, meet any performance or reliability standards or be error-free.

11. Liability

11.1 In no event shall the Supplier, its affiliates, officers, directors, employees, agents or suppliers be liable for any direct, indirect, special, incidental, consequential, or punitive damages (including but not limited to, loss of profits, loss of anticipated savings, loss of business opportunity, goodwill or reputation, loss of use, loss of data, or other intangible losses) arising out of or relating to the use or inability to use the software, or for any other claim, breach of contract, tort (including negligence), or other cause of action, even if the Supplier has been advised of the possibility of such damages.

11.2 The Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;

11.3 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

11.4 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.

Term and Termination

This Agreement shall commence when you click an “I Agree” checkbox, button or any equivalent when presented with these terms or a link to these terms, and continue for the period of 2 weeks and, thereafter automatically terminate.

General

13.1 Conflict: If there is an inconsistency between any of the provisions in the Order Form, any appendices and this Terms and Conditions of the Agreement, the provisions in this Terms and Conditions of this Agreement shall prevail.

13.2 Variation: No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.3 Waiver: A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.  A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

13.4 Rights and remedies: Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

13.5 Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this Clause 16.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.6 Assignment: The Customer shall not, without the prior written consent of the Supplier, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

13.7 No partnership or agency: Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

13.8 Third party rights: The provisions of the Contracts (Rights of Third Parties) Act 2001 shall not under any circumstances apply to this Agreement and any person who is not a party to this Agreement (whether or not such person shall be named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified, in this Agreement) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act 2001 to enforce this Agreement or any of its terms.

13.9 Counterparts: This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement. No counterpart shall be effective until each Party has delivered to the other Party at least one executed counterpart.

13.10 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.  Nothing in this Clause shall limit or exclude any liability for fraud.

13.11 Governing Law: This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Singapore.

13.12 Dispute Resolution: Any dispute arising out of or in connection with this contract ,including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by The Law Society of Singapore (the “Law Society”) under the Law Society Arbitration Scheme (“LSAS”) in accordance with the LawSoc Arbitration Rules of the Law Society for the time being in force, which rules are deemed to be incorporated by reference in this clause (“Arbitration Rules”)

13.13 The seat of the arbitration shall be Singapore and the language of arbitration shall be English, with the Tribunal consisting of one arbitrator.

13.14 The parties further agree that following the commencement of arbitration, they will attempt to resolve the Dispute through mediation under the Law Society Mediation Scheme, in accordance with the Law Society Arb-Med-Arb Procedure under the Arbitration Rules for the time being in force. Any settlement reached in the course of the mediation shall fall within the scope of this arbitration agreement and may be referred to the Arbitral Tribunal appointed in accordance with this clause and may be made a consent award on agreed terms.