DATASTREAMX VENDOR AGREEMENT

Last update: 27 JUNE 2017

This Vendor Agreement (which includes the Terms of Use) ('Agreement') governs your access to the Website and the process by which you sell licenses of Data Products to Buyers on the Website through your account(s). This is an agreement between you or the organization you represent ('you' or the 'Vendor') and DataStreamX Pte Ltd. ('we', 'us' and 'DataStreamX')

1. DATASTREAMX'S ROLE

DataStreamX is neither the Buyer nor the Vendor of Data Products.

DataStreamX's role is as set out in Section 2 of the Terms of Use.

2. LISTING DATA PRODUCTS

To list a Data Product on the Website, you must log on to the Website using your user account and submit information regarding your Data Product. You must submit the following information (the "Data Product Information"):

  • a description of the content of the Data Product;
  • the relevant geography that the content of the Data Product relates to;
  • the categories under which your Data Product should be listed;
  • the pricing for the Data Product;
  • the format of the Data Product (e.g. JSON, XML, CSV, etc.);
  • the schema or structure of the Data Product;
  • whether your Data Product is a real-time data stream or reference data;
  • details of the API to call and the associated keys (if applicable);
  • the sources of the content of the Data Product;
  • the relevant time periods that the content of the Data Product relates to;
  • customer reviews (if any); and
  • any other information that DataStreamX may from time to time request.

Before you submit a Data Product for listing, you will be provided with an opportunity to check and correct your Data Product Information.

You will be informed via the Website whether or not your Data Product will be listed. We typically take three (3) to five (5) business days to provide feedback on applications to list Data Products. DataStreamX reserves the right at its sole discretion to reject any of your Data Products from being listed on the Website.

3. PROHIBITED DATA

You must not list any Data Products that contain any of the following categories of data ('Prohibited Data):

  • data that contains information about identifiable individuals or could be used to identify individuals, unless you are permitted to do so by applicable Laws, including privacy and data protection Laws (please also see Section 6 below and our Privacy Policy);
  • data that has been illegally acquired;
  • data that you do not have the requisite rights to list on the Website;
  • data that contains state or national secrets;
  • data that violates local or international Laws;
  • falsified data; or
  • any other types of data specified by DataStreamX at DataStreamX's sole discretion.

4. RULES IN RELATION TO PERSONAL DATA

You must not list any Data Products that contain any information about identifiable individuals or that could be used to identify individuals, unless you are permitted to do so by applicable Laws, including privacy and data protection Laws. If you are unsure as to whether or not you are permitted to so do by applicable Laws, you must not list the Data Product in question. If you do list any Data Products that contain any information about identifiable individuals or that could be used to identify individuals, you represent, warrant and undertake to DataStreamX that you are permitted to do so by applicable Laws.

5. PROVIDING TEST DATA OR SAMPLES

To list a Data Product on the Website, you must provide test data of the Data Product or a sample of the Data Product so that potential Buyers are able to evaluate the Data Product before buying. DataStreamX reserves the right to request more detailed sample data in the event the sample data provided is insufficient for Buyer evaluation purposes. Failure to provide adequate or accurate sample data can result in the delisting of the Data Product.

To ensure consistency, for real-time data streams, DataStreamX reserves the right to select the day for which the sample is provided unless you opt out of the Developer Loop program when you submit your Data Product for listing. For all API provided data, DataStreamX reserves the right to access the API to provide a sample to potential Buyers.

6. LICENSE TERMS FOR DATA PRODUCTS

When you submit a Data Product for listing, you must select the terms of the End User License Agreement that will apply to the Data Product ('EULA'). There are three options to select from.

You may only choose one option for each Data Product.

OPTION 1: STANDARD EULA

If you select 'Standard EULA', the terms in the Standard End User License Agreement set out in Annex One to this Agreement will apply between you and the Buyer.

OPTION 2: RESTRICTED EULA

If you select 'Restricted EULA', the terms in the Restricted End User License Agreement set out in Annex Two to this Agreement will apply between you and the Buyer.

OPTION 3: VENDOR EULA

If you select 'Vendor EULA', the terms in the End User License Agreement that you upload will apply between you and the Buyer. The Buyer will be able to see a copy of the Vendor EULA that you upload before the Buyer submits its Order.

Nothing in the Vendor EULA is binding on DataStreamX and the terms of the Vendor License do not form part of this Agreement between you and DataStreamX. The terms of the Vendor EULA only apply between you and the Buyer.

7. YOUR LICENSE GRANT TO DATASTREAMX

DataStreamX does not take ownership of your Data Product.

You grant DataStreamX a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to

  • use your Data Products (including the data in the Data Products) for evaluation and comprehension purposes;
  • change the format of the Data Products (including the data in the Data Products) so that it is compatible for use on the Website and by Buyers and/or to manipulate the delivery method of the Data Product (e.g. from XML to JSON) for ease of consumption;
  • study and analyze the Data Products (including the data in the Data Products);
  • collect technical information on the usage of the Data Products (including the data in the Data Products);
  • provide Data Product recommendations or use-case recommendations to potential Buyers and Vendors; and
  • to use, reproduce, display (public communication), distribute, adapt, modify, re-format, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner, any of the Data Product Information.

8. YOUR OBLIGATIONS, WARRANTIES AND REPRESENTATIONS

You represent, undertake and warrant to us that:

  • You are the true owner of the Data Product(s) or are properly authorized to license the Data Product(s) and are able to grant the license to the Data Product(s) in accordance with the terms of the relevant EULA;
  • Your listing is accurate, current and complete and is not misleading or otherwise deceptive and complies with all applicable Laws;
  • Your Data Product(s) comply with the description given to it;
  • You will maintain continuous uptime for your Data Products (except for those that we host on your behalf that do not require a continuous connection to your data source);
  • If you are providing a Data Product using an API, you will ensure that your infrastructure is able to scale to match the number of Buyers buying your Data Product, you will always ensure that, at any time, your infrastructure can accommodate 5 additional Buyers in addition to any existing Buyers, and you will not limit the number of API calls to a lower number than the number of calls required to satisfy this requirement;
  • You have obtained all necessary approvals and licenses and meet all qualifications or requirements necessary under all applicable Laws to license the Data Product(s), including consumer protection requirements, data protection and privacy law requirements, confidentiality law requirements and intellectual property law requirements; and
  • The Data Product does not include any Prohibited Data.

9. SETTING THE PRICE

'Price' refers to the price at which a Data Product is made available for license on the Website.

You will set the Price in USD for each Data Product you submit for listing at your sole discretion. Depending on the kind of Data Product, you may set the Price as a monthly subscription amount, monthly subscription with set-up fee or as a one-time purchase amount.

DataStreamX has published guides to help you to set the Price. The guides are provided for guidance only, and you must not rely on the content of these guides. You are solely responsible for the Price that you set. The Price you set cannot be more than (or less advantageous to Buyers than) any price you offer for the same Data Product or a similar data product (including by way of any discounted offers, special discounts, bundling or packages) on any other website or forum.

DataStreamX reserves the right to add to the Price you set any Taxes that DataStreamX at its sole discretion assesses are applicable to the transaction between you and the Buyer.

You must not impose or collect any additional taxes, charges or amounts on/from the Buyer.

10. NOTIFICATION OF BUYER ORDERS AND ACCESS TO DATA PRODUCTS

Normally, when a Buyer places an order on the Website for your Data Product ('Order') you will be notified via the Website and you will be able to see who has ordered your Data Product.

However, when you submit a Data Product for listing, you may select the option to restrict access to the Data Product (the 'Restricted Access Option'). If you select the Restricted Access Option, when a Buyer places an Order, you will be notified of the Order in the same way, except that you will be provided with the ability to accept or reject the Order. You may only reject an Order if the Buyer is a direct competitor. If you wish to reject an Order for any other reason, you must notify DataStreamX immediately following the process provided by DataStreamX. If you do not accept or reject an Order within five (5) days, we will assume that you mean to reject the Order and update the Buyer accordingly.

After the Buyer's payment is processed (or after you accept the Order if you selected the Restricted Access Option and the Buyer's payment is processed), the Buyer will be granted access to the relevant Data Product. The Buyer will be able to access the Data Product either via an SDK for high velocity streaming data or via an API or direct download for all other types of data.

You may not reject an Order and then solicit the Buyer outside of the DataStreamX platform. For more information about Prohibited Acts like this, see Section 5 of the Terms of Use.

11. SERVICE FEES AND PAYMENTS

'Service Fees' means the fees payable by you to DataStreamX.

The Service Fees depend on the membership tier you sign up for when you register for your user account. The Service Fees are as follows:

  Basic membership Partner membership Exclusive membership

% of the total Price paid (including any Taxes, if applicable) by Buyers for your Data Product(s)

30 20 20
Plus monthly amount of (USD) 0 450 0

Note: To qualify for exclusive membership, you must be approved by DataStreamX.

The Service Fees payable by you pursuant to this Agreement are exclusive of all value added, sales, use and similar taxes, customs and export duties and you will pay any taxes that are imposed and payable on such amounts. If we are required by Law to collect any value added, sales, use or similar taxes from you, you will pay such taxes to us in addition to the Service Fees.

DataStreamX will invoice you for all Service Fees due. DataStreamX may then choose to either (a) deduct any Service Fees (or other amounts, including refunds) against any payments due to you, or (b) require you to pay the invoiced amounts upon receipt of the invoice by GIRO or by a bank's standing instruction into any account that DataStreamX may specify. You agree to accept electronic invoices in a format and method of delivery as determined by DataStreamX.

DataStreamX may, from time to time and at its sole discretion, amend the Service Fees or introduce a minimum Service Fee, so that the Service Fee is the greater of: the minimum Service Fee; or the applicable % of the total Price paid as set out in the table above (as may be amended from time to time). DataStreamX will notify you of all such changes on the Website (or by e-mail or by other electronic message) at least 14 days before the changes are effective. DataStreamX will specify the effective date of the changes in the notice. Your continued use of the Website after DataStreamX provides such notice will constitute your acceptance of such changes.

12. SETTLEMENT

'Settlement Account' refers to the bank account provided by you in the registration process. You must update DataStreamX by following the process provided by DataStreamX if there are any changes to your Settlement Account. DataStreamX is not liable for any damages or losses incurred due to any delay in such update.

After the Buyer has been granted access to the relevant Data Product, DataStreamX will credit your account on the Website in respect of the relevant transaction.

60 days after any amount has been credited to your account, you can elect to transfer such credit in your account to your Settlement Account (less any amounts deducted by DataStreamX in accordance with this Agreement) ('Settlement'). Settlement will take place by wire transfer to your Settlement Account and you will be notified as to how long this may take on the Website.

DataStreamX may, on reasonable grounds, reserve Settlement of all or part of the amount due to you for a period specified by DataStreamX, by giving prior notice to you.

If a transaction constitutes a fictitious or fraudulent transaction, or DataStreamX otherwise agrees with the relevant bank, credit card or payment company to refund any amount paid in respect of a transaction, DataStreamX reserves the right to recover the same amount from you in accordance with the process set out in Section 11 (Service Fees and Payment).

DataStreamX will be entitled to retain for itself the interest, if any, paid on balances in all its bank accounts, notwithstanding that some of that interest may be attributable to the time taken for the exercise of the rights, and the performance of the obligations, under this Agreement.

DataStreamX reserves the right to recover from you any banking charges that it incurs in accordance with the process set out in Section 11 (Service Fees and Payment). DataStreamX is not responsible for any banking charges that you incur.

13. TAX

'Taxes' means any value added, sales, use, excise, import, export and other taxes, duties, charges and payments assessed, incurred or required to be collected or paid in connection with any advertisement, offer or license of Data Products by you on the Website.

DataStreamX is not responsible for collecting, remitting or reporting any Taxes. You are responsible for the collection and payment of any Taxes and the filing of all relevant returns (e.g. GST and issuing GST invoices/credit memos). If a Buyer requests a tax invoice from you, you will deal with this request.

14. CURRENCY

Unless stated otherwise, all amounts contemplated in this Agreement and on the Website are expressed and displayed in US Dollars ('USD'), and all payments contemplated by this Agreement will be made in USD (unless otherwise agreed between you and DataStreamX). DataStreamX reserves the right at its sole discretion to introduce other currency options.

15. CHANGING (INCLUDING CHANGING THE PRICE) OR DELISTING A DATA PRODUCT

If you wish to make any changes to or delist your listed Data Product(s), you may do so by following the process provided by DataStreamX, except that you must continue to provide access to the relevant Data Product(s) to existing Buyers of the relevant Data Product(s) for three (3) months' after your change/delisting is implemented on the Website.

If you wish to change the Price of your listed Data Product(s), you may do so by following the process provided by DataStreamX, except that the Price payable by any existing Buyers of the relevant Data Product will not change until six (6) months after you made the Price change.

16. DEFECTIVE DATA PRODUCT(S) AND BUYER CLAIMS AND COMPLAINTS

If any of your Data Product(s) are found to be defective at any time and in any way, you must correct the defect immediately and at your own cost.

DataStreamX will refer any claims, complaints and enquiries by the Buyer to you and you must liaise directly with the Buyer to resolve the claim, complaint or enquiry (including by replacing, correcting, refreshing or updating the Data Product(s), where required). You must respond to each communication from the Buyer within three (3) business days.

17. IF A BUYER IS IN BREACH OF THE RELEVANT EULA

You must raise any claims, complaints and enquiries you may have directly with the relevant Buyer and attempt to resolve the claim, complaint or enquiry with the relevant Buyer.

DataStreamX accepts no responsibility in respect of the Buyers use of the Data Products, including but not limited to any damages caused any breaches of the End User License Agreement by the Buyer.

18. DISPUTES BETWEEN YOU AND THE BUYER

If there is an unresolved dispute between you and the Buyer, you may raise the dispute with DataStreamX. You must do this with the tools and methods provided by DataStreamX. DataStreamX may (but is not obliged to) at its sole discretion intervene to settle the dispute. In all other cases the dispute will be settled in accordance with the terms of the relevant EULA.

If you offer a refund to a Buyer, you must do by following the process provided by DataStreamX. DataStreamX will recover from you the amount of the refund that you have offered in accordance with the process set out in Section 11 (Service Fees and Payment). DataStreamX will then process the refund for the Buyer.

If DataStreamX does intervene: the decision of DataStreamX will be final and conclusive and be binding on you and the Buyer; DataStreamX may also (but is not obliged to) at its sole discretion terminate any user account access to the Website or to Data Product(s) and/or to grant refunds to Buyers; and DataStreamX reserves the right to recover from you any refund that it grants in accordance with the process set out in Section 11 (Service Fees and Payment).

19. LIABILITY OF DATASTREAMX

(a) Except as set out in (b) below, DataStreamX's maximum liability to the Vendor, for any claims arising out of or in connection with this Agreement will not exceed at any time the total amounts paid by you to DataStreamX by way of Service Fees during the six month period prior to the date of the claim or series of related claims.

(b) DataStreamX does not exclude any liability for fraud or for death or personal injury to the extent only that it arises as a result of the negligence of DataStreamX, its employees, agents or authorized representatives.

20. YOUR CONTACT WITH BUYERS AND USE OF INFORMATION ABOUT BUYERS

You may only use tools and methods provided by DataStreamX to communicate with Buyers. You may also (but you are not required to) provide your direct contact information on the Website for Buyers to contact you for technical support purposes.

You will delete all information you obtain about Buyers when you no longer need it to perform your obligations under this Agreement.

You will not, directly or indirectly at any time:

  • disclose or convey any information you obtain about Buyers in connection with the Website, except in order to perform your obligations under this Agreement;
  • use any information you obtain about Buyers for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our Privacy Policy, and applicable laws including privacy and data protection regulations;
  • contact a Buyer with the intent to collect any money in connection therewith, to influence such Buyer to make an alternative purchase, or to harass such Buyer;
  • disparage us, our affiliates, other Vendors or any of their or our respective products or services or any Buyer; or
  • target communications of any kind on the basis of the intended recipient being a Buyer.

21. YOUR INDEMNIFICATION OF DATASTREAMX

You will indemnify us, our affiliates (and their and our agents, employees, directors and officers) against any claim, loss (direct or indirect), damage, settlement, cost, expense or other liability (including attorneys' fees) (each a 'Claim') arising from or related to your use or misuse of the Website; any claim in relation to your Data Products; your actual or alleged breach of any obligations in this Agreement; your actual or alleged breach of any obligations in this Agreement; your breach or alleged breach of any third-party rights; or your Taxes or the collection, payment or failure to collect or pay your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

We reserve the right, at our own expense, to assume the exclusive defense and control of any Claim, in which event you will cooperate with us in asserting any available defenses.

22. INSURANCE

'Insurance Policy Limits' means USD 1,000,000.

'Insurance Trigger' means USD 20,000.

If the gross revenue from sales of licenses to your Data Products exceed the Insurance Trigger during each calendar month over any period of three (3) consecutive calendar months, or otherwise if requested by us, you must within thirty (30) days obtain and maintain at your expense public third party liability insurance in connection with the Website with at least the Insurance Policy Limits per occurrence/incident covering liabilities caused by the operation of your business in connection with the Website, with policy(ies) naming DataStreamX as additional insureds. At our request, you will provide to us evidence of the coverage required by this Section 22.

23. GOVERNING LAW AND JURISDICTION

The laws of Singapore govern this Agreement, without giving effect to any principles of conflicts of laws. Any claim or dispute relating in any way in relation to this Agreement will exclusively be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the 'SIAC Rules'). The arbitration will be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules. The seat of the arbitration is Singapore. The Tribunal will consist of a sole arbitrator. The language of the arbitration will be English.

ANNEX ONE: STANDARD END USER LICENSE AGREEMENT

If a Data Product is subject to the 'Standard EULA', the following terms apply between the Buyer and the Vendor.

A. LICENSE

Subject to the terms of this Standard EULA, the Vendor grants to the Buyer a limited, non-exclusive, revocable, non-transferable, worldwide, license to:

  • access, store, view and manipulate the Data Product, create derived data and combine or mix the Data Product with other data;
  • distribute the Data Product internally and use the Data Product for internal purposes; and
  • resell or distribute the Data Product (but not in its original format or in a substantially similar format).

B. OBLIGATIONS OF BOTH PARTIES

Each party represents, undertakes and warrants to the other party that:

  • it has all requisite right, power and authority to enter into this Standard EULA, perform its obligations and grant the rights it grants hereunder; and
  • it is not listed on (and is not located in any country that is listed on) any prohibited, sanctioned, embargoed or restricted list published by the US Government, the United Nations or the Council of the European Union.

C. OBLIGATIONS OF BUYER

The Buyer represents, undertakes and warrants to the Vendor that:

  • it will not use the Data Product in any way that would breach any applicable laws and regulations;
  • it will not resell or distribute the Data Product in its original format or in a substantially similar format;
  • it will keep the Data Product in such a way that access to the Data Product is controlled and it will not be disclosed or used for any other purpose except as permitted by this Standard EULA; and
  • it will notify the Licensor immediately of any actual or potential unauthorized use or misappropriation of the Data Product.

D. OBLIGATIONS OF VENDOR

The Vendor represents, undertakes and warrants to the Buyer that:

  • it is the true owner of the Data Product or is properly authorized to license the Data Product and is able to grant a license in the Data Product in accordance with the terms of this Standard EULA;
  • its listing is accurate, current and complete and is not misleading or otherwise deceptive and complies with all applicable Laws;
  • its Data Product complies with the description given to it;
  • it has obtained all necessary approvals and licenses and meets all qualifications or requirements necessary under all applicable Laws to license the Data Product(s), including consumer protection requirements, data protection and privacy law requirements, confidentiality law requirements and intellectual property law requirements.

E. DISCLAIMER BY VENDOR

Except as set out in this Standard EULA, the Buyer acknowledges that the Vendor makes no representations or warranties in respect of the Data Product. The Vendor provides the Data Product on an 'as is' basis and expressly disclaims any warranties, express or implied, as to merchantability and fitness for a particular purpose. The Vendor does not warrant that the Data Product will be uninterrupted, error-free, accurate, reliable or correct. The Buyer acknowledges that reliance upon the Data Product is at the Buyer's risk.

F. INTELLECTUAL PROPERTY

Except as set out in this Standard EULA, no ownership or intellectual property rights to and in the Data Product transfer under this Standard EULA. The Buyer will not commit any act that would impair proprietary and intellectual property rights in the Data Product.

G. ENTIRE AGREEMENT AND SEVERANCE

This Standard EULA represents the entire agreement between the parties with respect to the Data Product and supersedes all previous or contemporaneous oral or written agreements. Neither party relies on, and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Standard EULA. If any provision of this Standard EULA is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions in this Standard EULA.

H. GOVERNING LAW AND JURISDICTION

The laws of Singapore govern this Standard EULA, without giving effect to any principles of conflicts of laws. Any claim or dispute relating in any way in relation to this Standard EULA will exclusively be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the 'SIAC Rules'). The arbitration will be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules. The seat of the arbitration is Singapore. The Tribunal will consist of a sole arbitrator. The language of the arbitration will be English.

ANNEX TWO: RESTRICTED END USER LICENSE AGREEMENT

If a Data Product is subject to the 'Restricted EULA', the following terms apply between the Buyer and the Vendor.

A. LICENSE

Subject to the terms of this Restricted EULA, the Vendor grants to the Buyer a limited, non-exclusive, revocable, non-transferable, worldwide, license to:

  • access, store, view and manipulate the Data Product, create derived data and combine or mix the Data Product with any other data; and
  • distribute the Data Product internally and use the Data Product for internal purposes.

B. OBLIGATIONS OF BOTH PARTIES

Each party represents, undertakes and warrants to the other party that:

  • it has all requisite right, power and authority to enter into this Restricted EULA, perform its obligations and grant the rights it grants hereunder; and
  • it is not listed on (and is not located in any country that is listed on) any prohibited, sanctioned, embargoed or restricted list published by the US Government, the United Nations or the Council of the European Union.

C. OBLIGATIONS OF BUYER

The Buyer represents, undertakes and warrants to the Vendor that:

  • it will not use the Data Product in any way that would breach any applicable laws and regulations;
  • it will only use the Data Product for its internal business use;
  • it will not resell or distribute the Data Product in any format;
  • it will keep the Data Product in such a way that access to the Data Product is controlled and it will not be disclosed or used for any other purpose except for its internal business purposes; and
  • it will notify the Licensor immediately of any actual or potential unauthorized use or misappropriation of the Data Product.

D. OBLIGATIONS OF VENDOR

The Vendor represents, undertakes and warrants to the Buyer that:

  • it is the true owner of the Data Product or is properly authorized to license the Data Product and is able to grant a license in the Data Product in accordance with the terms of this Restricted EULA;
  • its listing is accurate, current and complete and is not misleading or otherwise deceptive and complies with all applicable Laws;
  • its Data Product complies with the description given to it;
  • it has obtained all necessary approvals and licenses and meets all qualifications or requirements necessary under all applicable Laws to license the Data Product(s), including consumer protection requirements, data protection and privacy law requirements, confidentiality law requirements and intellectual property law requirements.

E. DISCLAIMER BY VENDOR

Except as set out in this Restricted EULA, the Buyer acknowledges that the Vendor makes no representations or warranties in respect of the Data Product. The Vendor provides the Data Product on an 'as is' basis and expressly disclaims any warranties, express or implied, as to merchantability and fitness for a particular purpose. The Vendor does not warrant that the Data Product will be uninterrupted, error-free, accurate, reliable or correct. The Buyer acknowledges that reliance upon the Data Product is at the Buyer's risk.

F. INTELLECTUAL PROPERTY

Except as set out in this Restricted EULA, no ownership or intellectual property rights to and in the Data Product transfer under this Restricted EULA. The Buyer will not commit any act that would impair proprietary and intellectual property rights in the Data Product.

G. ENTIRE AGREEMENT AND SEVERANCE

This Restricted EULA represents the entire agreement between the parties with respect to the Data Product and the related subject matter and supersedes and extinguishes all previous or contemporaneous oral or written agreements. Neither party relies on, and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Restricted EULA. If any provision of this Restricted EULA is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable and will not affect the validity and enforceability of any remaining provisions in this Restricted EULA.

H. GOVERNING LAW AND JURISDICTION

The laws of Singapore govern this Restricted EULA, without giving effect to any principles of conflicts of laws. Any claim or dispute relating in any way in relation to this Restricted EULA will exclusively be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the 'SIAC Rules'). The arbitration will be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules. The seat of the arbitration is Singapore. The Tribunal will consist of a sole arbitrator. The language of the arbitration will be English.