Terms & Conditions

23 March 2023 (“Date Last Revised”)

Please review these Terms and Conditions (the “Terms”) of the Foundation Delegation Program (“FDP”) carefully, as they set forth legally binding terms and conditions between you and the Company (as defined below) that govern your participation in the FDP as described at the documents associated with the FDP following url: https://docs.persistence.one/build/validators/foundation-delegations and its associated hyperlinks (as may be relocated from time to time) (the “Documents”) and in connection therewith your use of the Persistence Chain (as defined below). These Terms are to be read together with the provisions set forth in our privacy policy found at https://fdp.persistence.one/privacy_policy (“Privacy Policy”).

For purposes of these Terms, by participating in FDP, you (“you” or the “Participant”) agree to these Terms on behalf of yourself and any entity you represent, and you represent and warrant that you have the right and authority to do so.

FDP is not intended for participation by Excluded Persons (as defined below). Accordingly, Excluded Persons (as defined below) should not participate in FDP.

FDP is facilitated by Persistence Staking Pte. Ltd. (“Company”), an entity formed under the laws of Singapore that arranges and procures the implementation of FDP as described in the Documents (each of Participant and Company, a “Party”, and collectively, the “Parties”).

You acknowledge that you shall be deemed to have accepted these Terms by accessing the Documents and/or your participation in FDP.

Company reserves the right to change these Terms in its sole discretion from time to time. The “Date Last Revised” specified on these Terms indicates the date on which the Terms were last changed. You will be notified of those changes by email and given the opportunity to review and accept the updated Terms. Your acceptance of, and/or your continued participation in the Persistence ecosystem and acceptance of delegations of Tokens from or procured by the Company shall indicate your acknowledgement of, and agreement to be bound by, such the updated Terms.

1. FDP Terms

1.1 Further terms / rules of the FDP are described in the Documents including but not limited to the following (“FDP Rules”):

(a) minimum requirements (on-chain and/or off-chain) to be met in order to be eligible for foundation delegation of Tokens;

(b) new validator support;

(d) slashing events;

(e) qualifying ISPs; and

(f) further contributions to be eligible for bonus delegation of Tokens.

1.2 The FDP Rules are incorporated in the Terms and shall be subject to change by the Company at its discretion at any time. Such changes shall be posted in the Documents. It is your responsibility to check the Documents for updates and you shall be deemed to have accepted such changes from your continued participation in the FDP.

1.3 For purposes of these Terms:

(a) “Affiliates” of an entity means the owners, directors, officers, employees, advisors, and agents of such entity and companies in which such entity has an interest;

(b) “Group” means the Company and its Affiliates;

(c) “Persistence Chain” means the blockchain known as Persistence Core-1 chain developed based on the Cosmos SDK and for purposes herein shall include all direct components associated with Persistence Chain including the relevant modules and tools;

(d) “Token” refers to the Persistence Token or otherwise referred to as XPRT;

a reference to:

(a) a “person” includes a reference to any individual, body corporate, unincorporated association or partnership;

(b) an agreement or other document is a reference to that agreement or document as from time to time supplemented or amended;

(d) the singular includes the plural and vice versa; and

(e) any law or regulation is a reference to that law or regulation as amended from time to time and, where the same has been repealed, to any re-enactment or replacement of the same.

1.4 Use of the Persistence Chain and participation in FDP

By participation in the FDP and using the Persistence Chain (which is based on open-source software), you agree to understand all associated risks, have expertise and knowledge to participate and/or operate the network in the relevant capacity (whether as validator or otherwise) and that the Group shall have no responsibility for any loss occasioned to Participant who shall have no claim against Company and its Affiliates in respect thereof.

2. Representations and Warranties

2.1 By participating in the FDP and using the Persistence Chain, Participant makes the following representations and warranties:

(a) Participant is at least eighteen (18) years of age, and has the full right, power and authority to participate in FDP, including the access and/or use of Persistence Chain and its associated tools, and to enter into and comply with these Terms;

(b) Participant is not prohibited and/or restricted under the laws of any jurisdiction applicable to Participant from participating in FDP and/or accessing and/or using Persistence Chain, and/or from using the relevant tools in connection thereof;

(c) Participant is compliant with all laws of any jurisdiction applicable to Participant in relation to Participant’s participation in FDP including the use of Persistence Chain and acknowledges and agrees that the Group is not liable for Participant’s compliance or non-compliance with any such laws;

(d) Participant is not an Excluded Person (as defined below), and Participant is not participating in FDP and/or accessing and/or using Persistence Chain from an Excluded Jurisdiction (as defined below);

(e) Participant has not had Participant’s participation in FDP and/or access or use of Persistence Chain previously terminated or revoked for any reason whatsoever;

(f) Participant is knowledgeable in using and evaluating blockchain technologies and related to FDP and Persistence Chain and its associated tools, and Participant has not relied on any information, statement, representation, or warranty, express or implied, made by or on behalf of the Group with respect to FDP and Persistence Chain whether as regards the suitability, reliability, security or otherwise of Persistence Chain and/or its associated tools.

The Participant’s above representations and warranties are true, complete, accurate and not misleading from the time of Participant’s acceptance of these Terms and are deemed repeated each time Participant uses the Persistence Chain in connection with FDP.

2.2 By participating in FDP, Participant acknowledges and accepts that the Group shall not be liable to Participant for the deployment and maintenance of Persistence Chain and/or any malfunction thereof.

2.3 The Group may, in its sole discretion, modify or discontinue support for FDP and/or Persistence Chain at any time.

2.4 Participant shall be responsible for obtaining the data network access necessary to participate in FDP and/or use and/or access Persistence Chain, and for acquiring compatible hardware or device necessary to access and use Persistence Chain and any updates thereto.

2.5 Use of Persistence Chain may be disrupted as a result of malfunction and/or delays which are inherent to the use of the internet and electronic communications, and Participant agrees that the Group shall not be responsible for any such disruption, malfunction and/or delay, and any loss which may arise therefrom.

2.6 Participant shall not modify, adapt or hack the Persistence Chain or any other function in connection thereof, or modify any other website and/or protocol so as to falsely imply that such other website and/or protocol is associated with FDP or the Persistence Chain and/or its Affiliates in any way.

3. Excluded Person and Excluded Jurisdiction

For purposes of these Terms:

3.1 “Excluded Jurisdiction” means any of the following jurisdictions:

3.1.1 the United States of America and its territories and possessions (collectively “United States”);

3.1.2 the People’s Republic of China;

3.1.3 a jurisdiction identified by the Financial Action Task Force (FATF) for strategic AML/CFT deficiencies and included in FATF’s listing of “High-risk and Other Monitored Jurisdictions” accessible at http://www.fatf-gafi.org/publications/high-risk-and-other-monitored-jurisdictions; and/or

3.1.4 a jurisdiction in which the participation in FDP or the use of Persistence Chain are prohibited or would be subject of licensing, permissions or approvals.

3.2 “Excluded Persons” refers to the following:

3.2.1 a person who is:

(a) a citizen of an Excluded Jurisdiction (which for purposes of this Section 3.2.1(a) shall not include United States);

(b) domiciled in, resident of, or physically present / located in an Excluded Jurisdiction;

3.2.2 a body corporate:

3.2.2.1 which is incorporated in, or operates out of, an Excluded Jurisdiction; or

3.2.2.2 which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction;

3.2.3 an individual or body corporate accessing and/or using Persistence Chain from within an Excluded Jurisdiction;

3.2.4 an individual or body corporate included in United Nations Consolidated List (accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list);

3.2.5 an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from accessing and/or using Persistence Chain; and/or

3.2.6 a U.S. person.

3.3 “U.S. person” means:

3.3.1 any natural person resident in the United States;

3.3.2 any partnership or corporation organized or incorporated under the laws of the United States;

3.3.3 any estate of which any executor or administrator is a U.S. person;

3.3.4 any trust of which any trustee is a U.S. person;

3.3.5 any agency or branch of a foreign entity located in the United States;

3.3.6 any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

3.3.7 any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States;

3.3.8 any partnership or corporation if:

(a) organized or incorporated under the laws of any foreign jurisdiction; and

(b) formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Regulation D of the Securities Act of 1933 of the United States of America) who are not natural persons, estates or trusts; and

3.3.9 any citizen of United States who is a military personnel of United States who is not resident in or outside of the United States,

but does not include :

3.3.10 any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

3.3.11 any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(a) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(b) the estate is governed by foreign law;

3.3.12 any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

3.3.13 an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

3.3.14 any agency or branch of a U.S. person located outside the United States if:

(a) agency or branch operates for valid business reasons; and

(b) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

3.3.15 The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

4. Prohibited Use

Participant shall not, directly or indirectly:

4.1 participate in FDP and/or access and/or use Persistence Chain:

4.1.1 in violation of any law, rule, or regulation of any jurisdiction that is applicable to Participant; and/or

4.1.2 in violation or breach of these Terms and/or any other document from time-to-time governing Participant’s participation in FDP and/or access and/or use of Persistence Chain;

4.2 permit others to participate in FDP through Participant’s domain and or other access channels which Participant controls;

4.3 disrupt, interfere with, or otherwise adversely affect the normal flow or function of FDP and/or Persistence Chain or otherwise act in a manner that may negatively affect other Participants’ experience when using Persistence Chain, and Participant shall not take advantage of software vulnerabilities and any other act that intentionally abuses or exploits the design and functions of Persistence Chain;

4.4 engage in, or knowingly facilitate, any fraudulent, deceptive, or manipulative transaction activity in connection with Participant’s participation in FDP and/or use of Persistence Chain;

4.5 engage in, or knowingly facilitate, any money laundering, terrorist financing, or other illegal activities using FDP and/or Persistence Chain;

4.6 access or attempt to access non-public systems, programs, data, or services using Persistence Chain; and

4.7 reverse engineer or attempt to reverse engineer Persistence Chain except as expressly permitted by applicable law,

(collectively, “Prohibited Uses”).

5. Waivers

5.1 Participant agrees and acknowledges that neither the Company nor any of our Affiliates (as defined below) shall be liable to Participant for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with Participant’s participation in FDP and/or access and/or use of Persistence Chain.

5.2 Participant undertakes not to initiate or participate, and waives the right to participate in, any class action lawsuit or a class-wide arbitration against the Group in relation to Participant’s participation in FDP and/or access and/or use of Persistence Chain.

5.3 By accepting these Terms, Participant waives all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against the Group and its Affiliates in connection with Participant’s participation of FDP and access and/or use of Persistence Chain.

6. Termination

6.1 These Terms shall remain in full force and effect and be legally binding on Participant for so long as Participant continues to participate in FDP and/or accesses and/or uses Persistence Chain.

6.2 Sections 3 to 10 of these Terms shall remain in effect in favour of the Company and its Affiliates (as the case may be) notwithstanding any such restriction, suspension and/or termination.

7. Disclaimer

7.1 In accessing and/or using Persistence Chain, Participant acknowledges and agrees that:

7.1.1 PERSISTENCE CHAIN IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS BY THE COMPANY, AND THE GROUP EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.

7.1.2 THE GROUP HAS NOT MADE AND MAKES NO REPRESENTATION, WARRANTY AND/OR CONDITION OF ANY KIND THAT PERSISTENCE CHAIN WILL MEET PARTICIPANT’S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

7.1.3 NEITHER PERSISTENCE CHAIN NOR ANY OF ITS AFFILIATES IS PARTICIPANT’S BROKER, AGENT, TAX OR LEGAL ADVISOR, AND HAS NO FIDUCIARY RELATIONSHIP WITH OR OBLIGATION TO PARTICIPANT. NO COMMUNICATION OR INFORMATION PROVIDED BY PERSISTENCE CHAIN OR ANY OF ITS AFFILIATES IS INTENDED AS OR SHALL BE CONSTRUED AS INVESTMENT, FINANCIAL, TAX, LEGAL OR ANY OTHER KIND OF ADVICE. THE GROUP SHALL NOT BE LIABLE FOR ANY DECISIONS PARTICIPANT MAKES TO ACCESS AND/OR USE PERSISTENCE CHAIN.

7.1.4 TO THE EXTENT THAT APPLICABLE LAW REQUIRES OR IMPOSES ANY REPRESENTATION, WARRANTY AND/OR CONDITION WITH RESPECT TO PARTICIPANT’S ACCESS AND/OR USE OF PERSISTENCE CHAIN, ALL SUCH REPRESENTATION, WARRANTY AND/OR CONDITION ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST ACCESS AND/USE BY PARTICIPANT OF PERSISTENCE CHAIN.

7.2 THE GROUP DOES NOT ENDORSE ANY THIRD PARTY AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH ANY OTHER THIRD PARTY.

7.3 YOU ACKNOWLEDGE AND AGREE THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES WILL BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND ANY THIRD PARTY.

8. Limitation of Liability

8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PERSISTENCE CHAIN AND/OR ANY OF OUR AFFILIATES BE LIABLE TO PARTICIPANT OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF PARTICIPANT’S ACCESS AND/OR USE OF PERSISTENCE CHAIN, EVEN IF THE COMPANY AND/OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 PARTICIPANT’S ACCESS TO AND/OR USE OF PERSISTENCE CHAIN IS AT PARTICIPANT’S OWN DISCRETION AND RISK, AND PARTICIPANT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO PARTICIPANT’S DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

8.3 NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO PARTICIPANT FOR ANY LOSS OR DAMAGE ARISING OUT OF PARTICIPANT’S FAILURE TO KEEP PARTICIPANT’S PRIVATE KEYS OR LOGIN CREDENTIALS TO PARTICIPANT’S WALLET SECURE OR ANY OTHER UNAUTHORIZED ACCESS TO OR TRANSACTIONS INVOLVING PARTICIPANT’S WALLET.

8.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF THE COMPANY AND/OR ANY OF OUR AFFILIATES TO PARTICIPANT FOR ANY CLAIM BY PARTICIPANT FOR DAMAGES ARISING FROM OR RELATED TO PARTICIPANT’S ACCESS AND/OR USE OF PERSISTENCE CHAIN:

(a) WHETHER PURSUANT TO THESE TERMS; AND/OR

(b) WHETHER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION,

WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF USD100. THE EXISTENCE OF MORE THAN ONE CLAIM BY PARTICIPANT WILL NOT ENLARGE THIS LIMIT.

9. Indemnification

9.1 Participant shall indemnify and hold the Company and/or any of our Affiliates, each of their respective employees, officers, directors and representatives (collectively, “Indemnified Party”), harmless, including costs and attorneys’ fees, from any loss, claim or demand made due to or arising out of:

9.1.1 Participant’s participation in FDP and access and/or use of Persistence Chain;

9.1.2 Participant’s violation of these Terms; and

9.1.3 Participant’s violation of laws or regulations applicable to Participant’s participation in FDP and access and/or use of Persistence Chain.

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

10. Tax Implications

Participant is solely responsible for determining the tax implications and tax reporting requirements associated with Participant’s participation in FDP and in using Persistence Chain, and for paying any applicable taxes in each applicable jurisdiction. Neither the Company nor any of our Affiliates shall be responsible for determining whether there are tax implications in connection with transactions involving Participant’s participation in FDP and use of Persistence Chain, for reporting any such transactions, or for paying any applicable taxes.

11. Potential Risks Associated with Use of Persistence Chain

Participant acknowledges and agrees to the following:

11.1 The Participant participates in FDP and associated activities on Participant’s own account and at Participant’s own risk.

11.2 Nothing in these Terms or the Documents shall be construed as:

11.2.1 financial or investment advice. We do not provide any view on the merits of any particular investment. No person in the Group acts as your broker, intermediary, agent or advisor in any capacity; and

11.2.2 any marketing, promotion or offer for any product or investment to Participant or any third party. Participant shall be solely responsible for any losses, damages or costs resulting from Participant’s reliance on any data or information on the Documents or otherwise. Participant shall be responsible for Participant’s decisions relating to FDP which are Participant’s own.

11.3 Like all software, Persistence Chain may be subject to exploits, accordingly, neither the Company nor any of its Affiliates shall be responsible to Participant any such exploits or loss to Participant as a result of such exploits, whether foreseeable or not.

11.4 While the Company and/or its Affiliate has taken a number of precautions to ensure the security of Persistence Chain including obtaining third-party security audits, the technology constituting Persistence Chain, and their interaction, is relatively new and it is not possible to guarantee that the code is completely free from bugs or errors.

11.5 Participant accepts all risks that arise from Participant’s participation in FDP and access and/or use of Persistence Chain, including and not limited to, the risk of any Tokens being lost due to a failure or exploit of Persistence Chain.

11.6 Participant is solely responsible for securing the private or admin keys associated with FDP and/or its use of Persistence Chain or any supporting tools or applications in connection thereto.

11.7 Participant understands that anyone who obtains Participant’s private or admin keys, may access Participant’s accounts, addresses or channels controlled with those private keys with or without Participant’s authorisation and may transfer any Persistence Chain supported tokens.

11.8 In choosing to participate in FDP and access and/or use Persistence Chain, Participant does so on Participant’s own initiative and at Participant’s own risk, and Participant is responsible for complying with all applicable local laws, rules and regulations relating to Participant’s participation in FDP and access and/or use of Persistence Chain.

11.9 Support for the Persistence Chain may be modified or discontinued at any time in the Group’s sole discretion subject to governance voting as applicable.

11.10 By participating in FDP and using Persistence Chain, Participant is using Persistence Chain “as is” and “as available” with no representations or warranties whatsoever. To the maximum extent permitted by law, neither the Company nor any of its Affiliates makes any express or implied representations and warranties, including implied representations or warranties of accuracy, merchantability, fitness for a particular purpose and non-infringement in relation to Persistence Chain. Neither the Company nor any of its Affiliates is responsible or liable for any error, delay or interruption in or lack of access to Persistence Chain or for any loss of digital assets occasioned by or attributable to the Persistence Chain.

12. Electronic Communications

12.1 The communications between Participant and the Company shall be via electronic means, either through the Documents or electronic mail.

12.2 For contractual purposes, Participant:

12.2.1 consents to receive communications from the Company in any electronic form; and

12.2.2 acknowledges and agrees that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to Participant electronically satisfy any legal requirement that would also be satisfied if such communications were to be in a hardcopy writing.

13. General

13.1 Entire Terms

These Terms (read together with our Privacy Policy) constitute the entire agreement between Participant and the Company regarding Participant’s access and/use of Persistence Chain.

13.2 Severability

If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

13.3 Relationship of Parties

Nothing contained in these Terms will be deemed to be construed as creating a partnership or an agency relationship or joint venture between Participant, the Company and/or any of our Affiliates.

13.4 Assignment

These Terms, and Participant’s rights thereunder, may not be assigned, without the Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The Company may freely assign these Terms and our respective rights thereunder.

13.5 Waiver

A waiver by the Company of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of the Company and shall apply only to the circumstances for which it is given. Failure of the Company to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy, and no single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

13.6 No Third-Party Rights

Save for the Company’s Affiliates who shall have the rights and benefits to the extent accorded thereto under these Terms, any person who is not a Party shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of these Terms.

13.7 Governing Law and Jurisdiction

The agreement as shall be constituted by Participant’s acceptance of these Terms, and any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of such agreement, shall be governed by and construed in accordance with the law of Singapore.

The Parties agree that any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of these Terms shall be by arbitration, and judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. The arbitration shall be conducted under the rules of the Singapore International Arbitration Centre (“SIAC”). The arbitral tribunal shall consist of a sole arbitrator to be appointed by the President of the SIAC. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The arbitration agreement shall be governed by Singapore law.

13.8 Severability

If any provisions of these Terms are found by any court or tribunal of competent jurisdiction to be invalid, void, unlawful or unenforceable under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.