Terms & Conditions

Last Updated: January 10, 2025

Startale Cloud Services consists of wallet services, block explorer, oracle, layer 2 solutions, node services, indexer services, and any other blockchain-related services (“Service”) as determined by Startale Group Pte. Ltd. (“Company”, “we”, “our” or “us”), in accordance with the standards set forth by us. For projects requiring additional or tailored services, please contact us directly if you wish to have customised plans.

These terms and conditions (“T&C”) govern the access and use of the Service by users (“User”, “you” or “your”). For the avoidance of doubt, any additional services or customised plans agreed upon separately and not covered within the scope of the Service, shall be subject to terms and conditions in the agreement for those additional services or customised plans (“Customised Agreement”). In the event of any discrepancy or inconsistency between this T&C and the Customised Agreement, the provision in the Customised Agreement shall prevail.

Before using the Service, please read this T&C and our Privacy Policy (currently available at https://startale.com/en/privacy-policy) (as amended from time to time) carefully. If you do not agree to this T&C nor our Privacy Policy, you may not use the Service. By using the Service, you represent and warrant that you have read and understand our T&C and Privacy Policy, and you agree and accept this T&C and our Privacy Policy.

PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES THAT YOU SUBMIT ANY CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST THE COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

1. Definitions

In this T&C, unless the context requires otherwise:

1.1. “Website” means the accessible from the following URL or its successor URL: https://portal.startale.com/

1.2. “Privacy Policy” means the privacy policy accessible from the following URL or its successor URL: https://startale.com/en/privacy-policy

1.3. “Prospective User" shall have the meaning as defined in Article 2.1.

1.4. “User" means a Prospective User who has applied for use of this Service in accordance with the provisions of Article 2.2.

1.5. “Registered Information" shall have the meaning as defined in Article 2.1.

1.6. “Service Modification" shall have the meaning as defined in Article 6.1.

1.7. “Service Usage Information" shall have the meaning as defined in Article 3.2.

1.8. “Service Fee” shall have the meaning as defined in Article 4.1.

1.9. “Prohibited Acts” shall have the meaning as defined in Article 5.

1.10. “Confidential Information” means any information disclosed by one party to the other in connection with the Service or these T&C, which is marked as confidential or would reasonably be considered confidential given the nature of the information.

1.11. “Intellectual Property” includes ideas, improvements, inventions, programmes, formulae, processes, techniques, discoveries, developments, designs, get-up, goodwill, trade secrets, confidential information, knowhow and data, whether patentable or registrable under copyright or similar statutes, and all designs, patents, trademarks and copyrightable works, 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.

1.12. “User E-mail Address” means the e-mail address that User submitted to Company as a part of Registered Information.

1.13. “Linked Service” means an external service that is linked to the Service.

1.14. “Force Majeure” means any of the following events or any other force majeure event:

Typhoons, earthquakes, floods and any other natural disasters.
Infectious diseases and any other epidemics.
War, civil war, revolution, insurrection, division of the state, or the threat thereof.
Fires and explosions.
Emergencies similar to (a) through (d) above.
Failure of telecommunication service provided by telecommunication carriers that causes communication failure or interruption due to power failure or any other reasons.
Revision, amendment, repeal, or change in interpretation of laws and regulations (including cases where the effect of such revision, amendment, repeal, or change is retroactive to the past).
Malware, spyware, worms or any other computer viruses of a type that cannot be prevented by ordinary security measures (including, but not limited to, computer viruses for which virus patterns, virus definition files, etc. are not provided in ordinary computer anti-virus software) or damage caused by unauthorized access by a third party.
Modification of all or part of the contents of the Linked Service, suspension or interruption of all or part of the provision of the Linked Service, or modification of the terms of use or any other terms and conditions of the Linked Service.
Reasons related to a software (including OS, middleware, and DMBS, but excluding Linked Service.), hardware or databases.
Search, seizure, verification, or any other compulsory dispositions pursuant to the applicable laws and regulations.

2. Registration

2.1. Each entity or person (limited to 18 years of age or older) ("Prospective User") who wishes to use the Service must complete user registration by creating their own account and providing all necessary information requested by the Company ("Registered Information") in a manner prescribed by the Company. In accordance with the following paragraphs and any other criteria determined by the Company in its sole discretion, the Company shall determine whether or not a Prospective User's registration is acceptable. Upon notification of the approval of the user registration, the user registration shall be completed and you shall be deemed to have accepted the T&C in its entirety.

2.2. If the Company in its sole discretion determines that a Prospective User falls under any of the following items, the Company may refuse the user registration without notice. In the event that the Company deny user registration, the Company shall be under no obligation to disclose the reason for such denial.

If all or part of the Registered Information provided to the Company is false, erroneous, or incomplete;
If the Prospective User has been denied use of the Service or any other service provided by the Company or has violated any contract or any other agreement with the Company in the past;
If the Prospective User is engaged in a business that competes or has the potential to compete with the Service or any other business operated by the Company;
If the Prospective User is already an existing User of the Service;
If the user registration is made by impersonating a third party;
If the user registration is conducted without following the procedures prescribed by the Company;
If the Prospective User uses the Service for illegal or unjust purposes, or if allowing use of the Service is likely to damage our social reputation;
If the Prospective User does not meet the user registration requirements stipulated by the Company;
If the Prospective User, its affiliates, the beneficial owners of itself or its affiliates are subject to any sanctions administered or enforced by the US OFAC, United Nations Security Council, the Monetary Authority of Singapore, the European Union or any other relevant sanctions authority; or
If the Company deems it inappropriate to allow the Prospective User to use the Service.

2.3. If there are any errors or changes in the Registered Information, the Prospective User or User shall notify the Company of such errors or changes, and shall correct or change the information themselves in a manner determined by the Company.

2.4. Prospective User who is minor must obtain the consent of a person with parental authority or any other legal representative before using the Service. If the User uses the Service without the consent of a person with parental authority or any other legal representative, but falsely claims to have such consent, to be of legal age, or otherwise uses fraudulent means to make the Company believe that they have the legal capacity to act, the Company shall have the right to terminate the Service. In addition, if a User who was a minor at the time of commencement of use of the Service continues to use the Service after reaching the age of majority, such User shall be deemed to have ratified all legal acts related to the Service.

3. Environment

3.1. The User shall prepare, at the User's own expense and responsibility, all software programs, information terminals, communication means, and computer security measures (including but not limited to anti-virus measures) necessary for the use of the Service.

3.2. User shall manage API keys and any other information provided by the Company to the User in relation to the use of the Service ("Service Usage Information") at the User's own responsibility.

3.3. Except as otherwise required by law, the Company shall not be obligated to store any information provided by the User. The User shall store such information at their own risk and expense.

4. Service Fee

4.1. Service Fee. The Service Fee will be in accordance with the subscription plan you have subscribed to. Subject to your compliance with the terms and conditions of the T&C, we grant you during the term of your subscription, the right to access and use the Service solely for your internal business purposes.

4.2. Taxes. Our Service Fee excludes all applicable taxes and currency exchange settlements unless stated otherwise. You shall be responsible for and bear all taxes and public charges imposed on you arising out of or in connection with the use of the Service.

4.3. Payment Method. To pay the Service Fee, you must provide us and/or our Payment Agent with your account information, such as a valid debit card, credit card or bank account details. You must inform us if there is a change in your account information. By providing the account information, you represent and warrant that: (a) you have reached the age of majority; (b) you are legally authorised to provide the account information to us and to make such payments; (c) your action do not violate any terms and conditions applicable to the use of your payment account or any applicable law; and (d) you have sufficient funds in the payment account to make such payments.

4.4. Payment Agent. You acknowledge that we may use third-party service providers to perform payment processing (“Payment Agent”). You further agree to authorise us and/or our Payment Agent to process the payments for the Service on your behalf, which shall include but is not limited to, sending instructions to the issuer or bank of your debit card, credit card or bank account for making, accepting or refunding any payments in relation to the Service. You also agree to abide by the terms and conditions imposed by the Payment Agent for processing the payment, which may be modified by the Payment Agent from time to time.

4.5. Recurring Payments. As the Service is provided on a subscription basis, you agree to authorise recurring payments, and payments will be made to us by the payment method and at the recurring intervals you agreed, unless or until the termination of the Service. To terminate the Service, you must do so before the renewal date to avoid being billed for the renewal. If we are unable to charge your payment accounts for any fees due, we reserve the right to suspend or restrict your access to the Service or to terminate your subscription.

4.6. Unauthorised Use. In the event of fraud or unauthorised use of your bank account, debit card or credit card by third parties, you should contact your bank or card issuer immediately upon becoming aware of such unauthorised use.

5. Prohibited Acts

With respect to the use of the Service, the User shall not engage or be involved (whether solely or with any other third party) in any of the following acts (“Prohibited Acts”):

Any act that violates or may violate the T&C or applicable laws and regulations;
Any act that offends or may offend public order and morals;
Any act that infringes or may infringe intellectual property rights, portrait rights, privacy rights, honor, property, or any other rights or interests of the Company, its affiliates or any other third parties;
Any act that assists or encourages any of the acts listed in the preceding paragraphs (i), (ii) and (iii);
Use by a minor User without the consent of a legal representative;
Harassment, slander, or any other similar act against the Company and/or its affiliates;
Use of the Service by impersonating another User or any other third party;
Use of the Service for illegal or unjust purposes, or in a manner that may damage or degrade the social reputation of the Company and/or its affiliates;
Using or accessing the Service, or collecting or inputting information, by using information gathering bots, robots, scrapers, or other automated means;
Falsifying or deleting information posted on our Website;
Uploading information to the Service or our Website, transmitting such information to the Company and/or its affiliates, or making such information available for reception, that falls under any of the following or is deemed by us to fall under any of the following:
1. Information containing expressions that defame or discredit the Company and/or its affiliates;
2. Information containing violent or cruel expressions;
3. Information containing obscene expressions;
4. Information that includes expressions that promote discrimination;
5. Information including expressions that promote suicide, self-injury, etc. or inappropriate use of drugs;
6. Information including illegal solicitation, advertisement, etc.;
7. Information including expressions that may cause discomfort to others;
8. Personal information or any other information that the User does not have the legal and legitimate right or permission to obtain, upload to the Service, or transmit to the Company and/or its affiliates;
9. Information obtained in an illegal manner;
10. Information that contains computer viruses or other harmful computer programs;
Any act of modifying, deleting, decompiling, disassembling, or reverse engineering programs related to the Service or our Website, or any act of using network monitoring or detection software to determine the site architecture of our Website;
Interfering with or impairing the consistency or security of the system of the Service, or attempting to decipher transmissions to or from the server running the Service;
Unauthorized access or any other act that place an excessive burden on the network or system of the Service or our Website;
Providing services or products that are similar to or competitive with the Service, using the Service for the preparation of such services or products, or using the Service for any purpose other than the purpose of the Service;
Reproduce, duplicate, copy, sell, resell, rent or trade the Service or any part of the Service for any purpose;
In addition to the preceding items, any act that infringes on the rights or interests of the Company and/or its affiliates; and
Any other act that we deem inappropriate.

6. Service Updates and Modification

6.1. We may change, modify, update, suspend or discontinue the Service in whole or in part, whether temporary or otherwise, in our sole discretion, for any of the following reasons (“Service Modifications”):

Adding new functions, changing, suspending, making private, or deleting existing functions or screen layouts.
When inspecting or maintaining hardware, software, telecommunications equipment, or other related equipment or systems related to the Service.
In the event that provision of all or part of the Service becomes difficult due to computer or telecommunication line failures, mishandling, excessive concentration of access, unauthorized access, hacking, or any other unforeseen factors.
In the event of security problems related to the Service.
In the event of a Force Majeure.
In the event the Company considers it difficult to continue the operation of the Service due to laws and regulations (including regulatory risk, upcoming laws and regulations, and change in interpretation of laws and regulations).
When Service Modifications is necessary due to management and operational reasons.
When Service Modifications is necessary in our sole discretion.

6.2. In the event of any Service Modifications, we will endeavour to notify the User to that effect. Such notice shall be given in advance in cases where such action will have a significant impact on the Service or in other cases deemed necessary by the Company, but this shall not apply in cases of emergency.

6.3. The Company may give notice of the preceding paragraph by posting the details and schedule on our Website or direct notification to the User E-mail Address.

7. Termination

7.1. Termination by User. User may terminate the Service at any time. However, the termination will only take effect at the next billing cycle.

7.2. Termination by the Company. If the User falls under any of the following items, we may in our sole discretion, without prior notice or demand, temporarily or indefinitely suspend all or part of the use of the Service, terminate the Service, or issue a warning or take any other measures necessary for the proper operation of the Service by notifying the User in question.

(i) In the event that the User acts the Prohibited Acts or any other violation of any of the provisions of this T&C.
(ii) In the event that the User does not respond to our inquiries or any other communications requesting a response for 30 calendar days or more.
(iii) If a petition is filed against the User for commencement of bankruptcy proceedings, corporate reorganization proceedings, civil rehabilitation proceedings or special liquidation, or other similar proceedings.
(iv) In the event of dishonored bills, suspension of clearance of bills, or suspension of bank transactions.
(v) In the event of provisional seizure, attachment, provisional disposition, or in the event that the auction procedure is initiated, or when a provisional seizure is received due to delinquent payment of taxes and dues.
(vi) In the event of discontinuation of business, dissolution, or any other suspension of business activities.
(vii) In the event that the User whereabouts become unknown due to reasons attributable to the User.
(viii) Request from any law enforcement, judicial body or government agency.
(ix) In addition to the preceding items, if the Company reasonably determines that allowing the User to use the Service is inappropriate.

7.3. Consequences of Termination.

(a) The User’s access to the Service will continue until the end of the billing period following the User's termination of the Service, or as separately determined by the Company in its sole discretion.

(b) Termination of the Service shall not preclude the Company from claiming compensation for damages from the User, and the User who has been terminated shall naturally forfeit the benefit of the term and must immediately repay all debts owed to the Company.

(c) Termination of the Service (whether by the Company or the User) shall be without prejudice to any right or claim by the Company arising from any antecedent breach of this T&C or unfulfilled obligations of the User. Any fees paid on or prior to the termination are non-refundable, including any fees paid in advance.

8. Intellectual Property Rights

8.1. Ownership. We retain all right, title, and interest in and to our pre-existing Intellectual Property. Any new Intellectual Property created or developed in connection with the Service will be solely owned by us.

8.2. User Content. You hereby grant us the right to use, process, and transmit any of your content, application, software or similar material for the purposes of providing you with the Services, and such rights shall apply during any post-termination assistance provided by us.

8.3. Feedback. Any feedback, suggestions, recommendations, comments, information, questions, data, ideas, description of processes, or other information provided to us, including in the course of receiving support and maintenance of the Service (together the “Feedback”), may be used, copied, disclosed, licensed, distributed and exploited by us in any manner without any obligation, royalty or restriction to you. No Feedback will be considered as Confidential Information. You hereby irrevocably and unconditionally transfer and assign to us all intellectual property rights in any developments resulting from such Feedback.

9. Limitation of Liability

SOME JURISDICTIONS RESTRICT THE EXCLUSION OR LIMITATION OF LIABILITY BY SERVICE PROVIDERS. IF SUCH RESTRICTIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSION OR LIMITATIONS BELOW MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PART OF THESE T&C, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM ANY MATTER RELATING TO THE SERVICE.

THE COMPANY’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS T&C (INCLUDING THE USER’S USE OF THE SERVICES) SHALL NOT EXCEED THE SERVICE FEE PAID BY THE USER FOR THE MONTH DURING WHICH THE CLAIM OCCURRED. YOU ACKNOWLEDGE THAT THE FOREGOING LIMITATION OF LIABILITY APPLIES EVEN IF IT DOES NOT FULLY COMPENSATE YOU OR IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnity

The User shall indemnify, defend, and hold harmless the Company against all damages, losses, liabilities, costs, charges, fines, penalties and expenses (including reasonable charges and expenses of legal advisers, experts and other consultants) which may be suffered or incurred by or made against the Company, its officers, directors, employees or agents arising out of or in connection with: (a) any allegations of actual or alleged violation, infringement or misappropriation of any intellectual property or proprietary rights or licenses granted by the Company to the User under this T&C; (b) User’s violation of applicable laws and regulations; (c) any gross negligence or willful misconduct by the User; or (d) Users’ use of the Service in breach of this T&C or applicable laws and regulations. The foregoing indemnity shall apply to all claims arising from usage of the User’s account, regardless of whether the usage is by the User or expressly authorised by the User.

11. No Warranty and Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS T&C, THE SERVICE IS PROVIDED "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, OR UNDERTAKING OF ANY KIND. THE ENTIRE RISK ARISING FROM THE USE OR PERFORMANCE OF THE SERVICE REMAINS SOLELY WITH THE USER. THE COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR IMPOSED BY STATUTE OR COMMON LAW, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. NONE OF THE COMPANY, ITS OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES MAKE ANY WARRANTY THAT (1) THE SERVICE AND THE QUALITY OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (2) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR BUGS OR ATTACKS; AND (3) RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELAIBLE.

For the avoidance of doubt and without limiting the generality of the foregoing disclaimer, the Company shall not be liable for any of the following damages incurred by the User, irrespective of default of obligation, tort or any other cause:

(i) Damage caused by a malfunction or lack of performance of the internet connection service for use of the Service or any other connection environment of the User;

(ii) Damages incurred as a result of the termination pursuant to Article 7;

(iii) Damages incurred by loss, misplacement or theft of Service Usage Information;

(iv) Damages incurred due to the User's failure to comply with procedures, security standards, etc. set forth by the Company;

(v) Damages caused by errors, bugs or other malfunctions of the Service;

(vi) Damages caused by malware, spyware, worms, or any other computer viruses or unauthorized access by a third party;

(vii) Damages caused by falsehoods, errors, omissions, or omissions of changes in the information submitted as Registered Information;

(viii) Damages incurred as a result of actions taken by the Company pursuant to this T&C.

12. Confidentiality

12.1. User shall not use Confidential Information for any purpose other than fulfilling its obligation under this T&C, nor disclose or divulge Confidential Information to any third party (excluding attorneys at law, certified public accountants, certified tax accountants, judicial scriveners, and others who are legally obligated to maintain confidentiality), without obtaining prior written consent from the Company. Notwithstanding to the contrary, this shall not apply to the following items:

(i) Confidential Information that was in the possession of the User at the time it became known to the User in connection with this T&C; (ii) Confidential Information that was in the public domain at the time it became known in connection with this T&C; (iii) Confidential Information that becomes public knowledge through no fault of the User after it becomes known in connection with this T&C; and (iv) Confidential Information lawfully obtained from a duly authorized third party without any obligation of confidentiality.

12.2. You hereby grant us the right and license to use your name, logo, brand and trademark on our website and describe your relationship with Startale, for marketing and advertising purposes. All uses will follow your branding guidelines, if any.

13. Notification

13.1. Except as otherwise provided in this T&C, all notices and other communications to User from the Company shall be made by posting on our Website, sending an e-mail to User E-mail Address, or by other means determined by us.

13.2. In the event that the Company sends a notice or other communication to the User E-mail Address, the User shall be deemed to have received such communication when sent by email, provided that no ‘failed delivery’ (or similar) message was received by the Company.

13.3. Except as otherwise provided in this T&C, any inquiries regarding the Service or any other notice or other communication from the User to the Company shall be made by sending an e-mail to an e-mail address separately designated by the Company or by other means determined by the Company.

14. Modification of the T&C

14.1. We may update or revise this T&C from time to time in our sole discretion by posting the updated or revised T&C on the Website and sending you an e-mail, or by other appropriate means as determined in our reasonable discretion.

14.2. Any updates or revision to this T&C pursuant to the preceding paragraph shall take effect from the effective date as we prescribed, and shall apply to the User from the effective date.

14.3. If the User continues to use the Service after the modification of this T&C takes effect, the User shall be deemed to have agreed to the updated or revised T&C.

14.4. If the User does not agree to the modification of the T&C, the User may cancel the subscription or cease to use the Service.

15. No Assignments

15.1. User shall not assign, transfer (including in the event of a merger or corporate split), pledge as collateral, or otherwise dispose of its position under this T&C or its rights or obligations under this T&C to any third party without prior written consent of the Company.

15.2. In the event that we assign or transfer (including mergers, corporate divestitures, and any other cases in which the Service is transferred) all or part of our business pertaining to the Service to our affiliate or a third party, we may, upon such assignment or transfer, assign or transfer to the transferee the contractual status, rights, and obligations based on this T&C, as well as any and all information regarding the User we obtained through the Service, and you agree and consent to such assignment or transfer in advance and to sign, execute and deliver any and all deeds, instruments, agreements and/or other documents in connection with such assignment or transfer and do all acts and things as necessary, desirable or expedient to give effect to such assignment or transfer. You acknowledge and agree that we shall have the right to suspend the Services to you unless and until you comply with your obligation under this provision.

16. Severability

If any provision of the T&C or part thereof is determined to be invalid or unenforceable under any law or regulation, the remaining provisions of the T&C or the remaining portions of provisions that are determined to be invalid or unenforceable in part shall remain in full force and effect. In such a case, we and the User shall endeavor to modify the invalid or unenforceable provision or portion thereof to the extent necessary to make it legal and enforceable, and to ensure that the intent, legal and economic effect of the invalid or unenforceable provision or portion thereof is equivalent.

17. Third Party Rights Successors

This Agreement shall be binding on and shall enure for the benefit of the respective successors-in-title and permitted assignees of each party.

18. Company Status

It is expressly understood that neither the Company nor its representatives or affiliates shall be deemed to be or have become an employee or agent of the User or its affiliates. Nothing in this T&C is intended or shall be construed to create a relationship of principal and agency, partnership, or joint venture or relationship of employer and employee between the Company and the User.

19. Waivers

No delay or failure by us to exercise or enforce at any time any right or provision of this T&C shall be considered a waiver, unless made in writing. No single waiver shall constitute a continuing or subsequent waiver.

20. Remedies

The rights and remedies of us under or pursuant to this T&C are cumulative, may be exercised as often as we consider appropriate and are in addition to our rights and remedies under general laws.

21. Entire Agreement

This T&C constitutes the entire agreement and understanding between the Parties relating to the subject matter of this T&C and supersedes all previous agreements between the Parties relating to that subject matter. You acknowledge that, in agreeing to enter into this agreement, you have not relied on any representation, warranty or other assurance except those as referred to or set out in this T&C.

22. Language

This T&C is prepared in English and may be translated or be available in other languages. In the event of any discrepancy or inconsistency between the versions, the English version shall prevail and will govern the interpretation and application of this T&C.

23. Governing Law and Dispute Resolution

23.1. Governing Law. This T&C shall be governed by and construed in accordance with the laws of Singapore.

23.2. Dispute Resolution. Any dispute, controversy or claim arising out of or in connection with this T&C (“Dispute”) shall be resolved in accordance with the procedure in this Article 23.2:

The Party raising any Dispute shall first serve written notice of the Dispute to the other Party (“Dispute Notice”). Within 60 days of the service of a Dispute Notice, each Party shall seek to resolve the Dispute through good faith negotiations. If the Dispute has not been resolved within 60 days of service of the Dispute Notice, either Party shall be entitled to refer the Dispute to arbitration in accordance with paragraph (b) below. The Dispute Notice must include the following information:
the full name and identification details of the Party issuing the Dispute Notice;
a description of the nature and basis of the Dispute;
the specific relief sought by the Party; and
contact information (including the email address, postal address and telephone number) of the Party issuing the Dispute Notice.
Any Dispute which is not resolved in accordance with paragraph (a) above shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference to this clause. In any arbitration commenced pursuant to this clause, the tribunal shall consist of one (1) arbitrator to be appointed by the President of the Court of Arbitration of the SIAC. The language of the arbitration shall be English, and the seat of the arbitration shall be Singapore. Except as otherwise provided in the Arbitration Rules of the SIAC, any decision of the arbitrator in any matter within this Article 23.2 will be final, binding and incontestable and may be used as a basis for enforcement thereon in Singapore or elsewhere. The arbitrator will be entitled to include in its decision a determination as to the payment of the costs and expenses of the arbitrator, the administrative costs of the arbitrator, the legal fees incurred by the Parties, the costs and expenses of witnesses and all other costs and expenses necessarily incurred in the opinion of the arbitrator in order to properly settle the Dispute.

23.3. Class Action Waiver. Any claims arising out of or in connection with this T&C shall be brought solely in your individual capacity and not as a plaintiff or class member in any purported class, collective, or representative action, including private attorney-general actions or requests for public injunctions. No collective or representative proceedings or requests for relief of any kind shall be permitted.

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