MSA | Nansen

Master Services Agreement

These Affiliate Marketing Terms (the “Terms”) govern your participation in any Nansen Affiliate Marketing Program ("Program") offered by Nansen Pte. Ltd. (”Nansen”, “we”, “us”, or “our”).By registering for a Program, you agree to accept and comply with these Terms, which may be modified by Nansen in its sole discretion from time to time, in which case the new Terms will supersede prior versions. Your continued participation in any Program following the effective date of any such modification may be relied upon by Nansen as your consent to any such modifications. If you sign up for a Program as a representative of an entity or organization, you hereby represent and warrant that you have the authority to register that organization in our Program and bind that organization to these Terms.For clarity, these Terms apply to various Programs which may be offered by Nansen from time to time. Each Program may have its own specific terms and conditions (”Program Specific Terms”). If a conflict arises between these Terms and any Program Specific Terms, these Terms will prevail unless the Program Specific Terms expressly states otherwise.

Eligibility for Program.
Registration for a Program does not guarantee acceptance by Nansen into a Program, which is entirely at Nansen's discretion. We may reject your application at any time without giving any reason. All information collected during the registration process will be handled in accordance with our Privacy Policy. Once accepted into a Program, you will be referred to as a "Affiliate". As an Affiliate, you may be eligible to receive compensation or other in-kind benefits by creating, sharing, or distributing content about Nansen’s services, subject to the terms and conditions of the applicable Program Specific Terms. Nansen reserves the right to terminate your participation in a Program at any time. Please note that acceptance into one Program does not guarantee acceptance into any other Program offered by Nansen.
1. Program Compliance Requirements. To participate in a Program and receive compensation or other in-kind benefits (”Rewards”), you must comply with these Terms and our Program Specific Terms. We reserve the right to monitor your website(s) or marketing channels at any time to determine your compliance level, although we are not obligated to do so.
2. Violations. If you breach these Terms, our Program Specific Terms, or any other applicable terms and conditions (including but not limited to our Terms of Services), we reserve the right, in addition to any other available rights or remedies, to permanently withhold all Rewards that were offered to you under any Program.
Rewards
If any compensation or in-kind benefits are contemplated by the Program that you participate in, the following shall apply unless expressly specified otherwise in the applicable Program Specific Terms.
1. Affiliate Links. As an Affiliate in a Program, you may receive an affiliate link for the purposes of your participation ("Affiliate Link"). When a customer purchases a subscription to our services through your Affiliate Link, you may receive Rewards as detailed in the applicable Program Specific Terms.
2. Eligibility for Rewards. You are only eligible for Rewards under a Program for customer transactions completed through: (i) the Affiliate Link we provide to you, and (ii) Nansen's self-service purchase process. If a prospective customer does not complete a purchase after clicking on your Affiliate Link, you will not be eligible for any Rewards. This applies even if the customer later buys a subscription directly from Nansen's website or through another link. If a customer enters the purchase process through your Affiliate Link but completes their purchase through a Nansen account executive or another sales-assisted process, you will not receive any Rewards. Unless stated otherwise in the Program Specific Terms, you are only eligible for Rewards on a customer's initial purchase and cannot earn Rewards on any subsequent purchases. You will not be eligible for any Rewards if the first click on the Affiliate Link occurs after your participation in a Program has ended or been terminated.
3. Responsibility for Taxes. You are solely responsible for complying with all relevant regulatory and tax requirements that may be applicable to your participation and receipt of Rewards from any of our Programs, including but not limited to paying any taxes imposed by a governmental authority on any Rewards you receive.
4. No Employment or Agency Relationship. Your participation in any program or receipt of any rewards does not establish any employment or agency relationship with Nansen. You acknowledge that you are not entitled to any compensation, options, stock, or other rights or benefits typically provided to our employees. You also have no authority to make any representation, contract, or commitment on behalf of Nansen, except that you may market and promote Nansen and our products/services within the scope of the Program you are registered for, subject to the terms and conditions of these Terms.
Participation and Compliance
1. Compliance. Our Affiliates are allowed to market and promote Nansen and our products/services to potential customers, but only according to these Terms. All marketing and promotional activities must be carried out accurately and honestly, without making any false or misleading claims about us or our products/services. You agree to comply with all relevant laws, rules, regulations, industry best practices, and regulatory guidelines related to sponsored posts and advertising copy. If Nansen requests the removal of an Affiliate Link from any website or marketing channel(s), you must comply within twenty-four (24) hours.
2. Restrictions on Marketing Content or Materials. Without limiting the above, you must not use any marketing content or materials which:
  1. falsely claim to be from Nansen;
  2. violate any laws or regulations;
  3. are misleading, false, or inaccurate;
  4. are offensive, obscene, or inappropriate;
  5. disparage Nansen and/or our products/services; or
  6. infringe upon a third party's intellectual property rights.
3. Other Restrictions. In addition to the above, you agree not to:
  1. misrepresent or embellish our relationship with you (including by implying that we support, sponsor, or endorse you), or suggest any affiliation between us and you or any other person or entity;
  2. present yourself as a Nansen employee or representative;
  3. disrupt the operation of any Program;
  4. remove or alter any copyright, proprietary rights notices, or other notices within Nansen’s content;
  5. modify, obscure, minimize, or alter the information in Nansen’s content;
  6. use any Affiliate Link on coupon deal or aggregator websites;
  7. act as a reseller of our products/services;
  8. use any name or mark similar to Nansen's without written approval;
  9. use your Nansen Affiliate Link in a spammy manner; or
  10. violate our Terms of Services with your use of the Nansen Affiliate Link.
4. Nansen Customers. Our customers are not, by virtue of your participation in a Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on our website will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with Nansen or our products/services, you will direct customers to contact support@nansen.ai, or to follow instructions on our website to address customer service issues.
5. Nansen Affiliate Content. To support your advertisement and marketing of the Services, we may provide you with data, images, text, link formats, widgets, links, Nansen Marks, marketing content, and other linking tools, application program interfaces, and other information related to the Program and our products/services ("Nansen Affiliate Content"). You are permitted to use the Nansen Affiliate Content solely for the purposes of marketing and promoting our products/services in accordance with these Terms. If we update the Nansen Affiliate Content, you should make a reasonable effort to use the updated content and stop using the previous version.
6. Publicity. We may, and you agree to grant us permission to, use your name, likeness, and public marketing content regarding our products/services solely to reference you as an Affiliate in a Program through Nansen-owned or operated channels, including digital channels, social media, and websites. You may revoke this grant at any time by sending an email to affiliate@nansen.ai with your notice of revocation, and we will use commercially reasonable efforts to cease new uses of such references within 5 business days and to update our website and social media and marketing channels to remove any past references.
License and Ownership
1. License to Nansen Affiliate Content and Marks. Subject to these Terms, we grant you a limited, nonexclusive, revocable, non-transferable, non-sublicensable royalty-free license to: (a) use, reproduce, distribute, perform, display and prepare derivative works of the Nansen Affiliate Content; and (b) use and display our name, logo, trademarks, and other brand identifiers (“Nansen Marks”) for the sole purpose of promoting our products/services and Nansen and in accordance with any branding guidelines we provide and any applicable Program Specific Terms. All use of Nansen Marks (and goodwill associated therewith) inures to our benefit.
2. Ownership. You own and retain all intellectual property rights in your content, except (i) to the extent such content incorporates any Nansen Intellectual Property; and (ii) for the licenses granted herein. Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. We own and retain all intellectual property rights in our products/services, Nansen Affiliate Content, and Nansen Marks, including any modifications and derivative works thereto (“Nansen Intellectual Property”), and to the extent you create any such modifications or derivative works, you hereby assign all intellectual property rights to such modifications and derivative works to Nansen.
3. License to Your Content. You grant us a limited irrevocable, perpetual, worldwide, nonexclusive, transferable, and royalty-free license to copy, use, reproduce, modify, publish, post, translate, create derivative works from, distribute, transmit, and display the content you create in connection with your participation in any Program through any medium or channel, including Nansen-branded digital channels, social media, or websites (including re-posting or re-sharing the original content), solely to promote Nansen and Nansen’s products and services.
Confidentiality
In the event that you receive information, materials or knowledge regarding us and our business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that would reasonably be understood to be confidential (“Confidential Information”) in the course of your participation in our Programs, you shall hold such Confidential Information in strict confidence and treat that information with the same degree of care as you use in dealing with your own confidential information, but no less than a reasonable degree of care. You will only use Confidential Information in relation to the Program. If you are an organization, you may share Confidential Information with your employees or professional advisors who need to know it and if they have agreed to terms at least as protective of the Confidential Information as those in these Terms. Other than as allowed in the preceding sentence, you will not disclose or make Confidential Information available to any third-party, except as specifically authorized by us in writing.
Suspension & Termination
You acknowledge and agree that either you or we may suspend or terminate your participation in a Program at any time, with or without cause, by giving the other party written notice. Accordingly, your rights to use any Affiliate Link, Nansen Affiliate Content, and the Nansen Marks shall cease upon suspension or termination. We may hold accrued unpaid Rewards for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancellations or downgraded subscriptions).
Disclaimers
We do not make any representations, warranties, or covenants regarding the amount of traffic or rewards you can expect at any time in connection with any Program. We will not be liable for any actions you undertake based on your expectations. Any information or materials we provide, including any Affiliate Link(s), are provided "as is" without any warranties. You acknowledge and agree that Affiliate Links may operate on a "last-click" model and we are not responsible for any payment of fees if a customer transaction is not completed using your Affiliate Link. To the extent permitted by law, we expressly disclaim all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.
Indemnification
You will defend, indemnify, and hold harmless Nansen, its officers, directors, employees, agents, and affiliates (“Indemnified Parties”) from and against any and all damages, liabilities, and expenses (including settlement costs and reasonable attorneys’ fees) incurred by Nansen arising from any third-party claims related to: (a) your breach of these Terms or applicable law or regulation; (b) your website, your content, or materials used by you in connection with any Program; and (c) your negligence or willful misconduct. We will have the right to approve any counsel retained to defend against any claim in which Nansen is named a defendant, and we will not unreasonably withhold this approval. We will have the right to control and participate in the defence of any such claim concerning matters that relate to us at our expense, and you will not settle any claim without our reasonable consent. If, in our reasonable judgment, a conflict exists between the interests of us and you in such a claim, we may retain our own counsel whose reasonable fees will be paid by you.
Limitation of Liability
To the extent permitted by applicable law, we will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising in any manner, even if we were aware of the possibility of such damages, and despite the failure of the essential purpose of any limited remedy stated in these Terms. Our liability arising out of these Terms will not exceed the greater of (i) the amount actually paid or payable to you under these Terms for the applicable Program in the twelve months prior to when the claim arose; or (ii) $500 USD.
Governing Law and Jurisdiction
These Terms are governed by the laws of Singapore. Any dispute arising out of or in connection with these Terms 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 Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
Other Terms
1. General. These Terms supersede any prior agreements or understandings between all parties regarding the subject matter hereunder. The Terms, including any Program Specific Terms, constitute the entire agreement between the parties related to this subject matter. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Terms will remain in full effect. A waiver of any default is not a waiver of any subsequent default. There are no third-party beneficiaries to these Terms.
2. No Assignment. You cannot assign these Terms, whether by operation of law or otherwise, without our express prior written approval. Subject to this restriction, these Terms will be binding on, benefit, and be enforceable against all parties, their successors, and assigns.
3. Survival. All sections in these Terms, which are either explicitly stated to survive or are implicitly intended to survive termination or expiration, shall continue to survive regardless of the termination or expiration of the Terms.
4. No Economic Sanctions. By registering for a Program, you declare and ensure that you are not subject to any sanctions regulations, nor do you reside in a country that is subject to any sanctions regulations.

Definitions and Interpretation
1. “Agreement” means the terms and conditions set out in this Master Services Agreement, together with all supplemental terms and conditions included in an Order Form and/or Statement of Work, and any other documents explicitly incorporated by reference by mutual agreement of the Parties.
2. “Authorised Users” means the Customer’s employees, contractors, and agents who use the Subscription Services for the Customer’s internal business purposes.
3. “Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including but not limited to the pricing terms, product plans and designs, business processes, security notifications, and communications.
4. “Customer” means the individual or entity who has entered into an Order Form with Nansen under the terms of this Agreement. A reference to Customer shall also include the Customer’s Authorised Users, as the context may require.
5. “Custom Services” means advisory, consulting, development, integration, or other services and deliverables provided by Nansen, as further described in the applicable Order Form with Statement of Work.
6. “Custom Services Term” means the expected term or duration of any Custom Services provided hereunder as set out in the relevant Statement of Work.
7. “Deliverables” means the items to be provided by Nansen pursuant to the Agreement and any Order Form and/or Statement of Work. Deliverables may be developed by Nansen pursuant to the Agreement and any Order Form with a Statement of Work, including through the provision of Custom Services for dashboards, materials, reports, designs, research, result or deliverable.
8. “Fees” means the amounts payable by the Customer to Nansen for the Services and Deliverables provided under the Agreement, as specified in the applicable Order Form and/or Statement of Work. Fees may include, but are not limited to, subscription fees, service fees, and any additional charges agreed to by the Parties.
9. “Force Majeure Event” means any circumstances beyond a Party’s reasonable control which could not have been prevented by reasonable precautions, including, but not limited to, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such Party.
10. “Intellectual Property Rights” means any and all of a Party’s patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
11. “Nansen” refers to Nansen Pte. Ltd., a company incorporated in Singapore, or any of its affiliates, successors or assignees and may also be referred to as "We", "Us" or "Our".
12. “Nansen Data” refers to any data, information, or content provided through the Services by Nansen, including but not limited to analytics, databases, reports, or any other materials furnished in connection with the Services.
13. “Order Form” means Nansen’s generated service order form(s) or online ordering document or process that is completed, executed, or approved by the Customer with respect to Services provided by Nansen.
14. “Party” means either Nansen or the Customer, as applicable, and collectively, Nansen and the Customer may be referred to as the “Parties”.
15. “Services” means the services provided by Nansen under the relevant Order Form and/or Statement of Work, including, without limitation, Subscription Services and Custom Services, along with their related Deliverables, if applicable.
16. “Statement of Work” means the sections, tables, appendices, annexes, or other provisions in the Order Form executed by Customer, setting forth the Custom Services to be performed and Deliverables to be provided by Nansen.
17. “Subscription Services” means ongoing services provided by Nansen on a subscription basis, as detailed in the applicable Order Form. These services may include access to APIs, software, platforms, tools, updates, maintenance and/or support services as may be made available by Nansen.
18. “Subscription Term” means the expected term or duration of any Subscription Services provided here under as set out in the relevant Order Form.
19. “Taxes” means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial, or foreign jurisdiction.
Agreement Structure
1. This Agreement sets out the terms and conditions, and establishes a framework, under which Nansen will provide Services and/or Deliverables to Customer pursuant to any Order Form and/or Statement of Work, as applicable.
2. If the Customer is purchasing Subscription Service(s), the Customer shall enter into an Order Form with Nansen which shall set out the Subscription Service(s) and the relevant Fees.
3. If the Customer is purchasing Custom Services, Nansen and Customer shall enter into an Order Form with a Statement of Work describing the scope of the Custom Services and/or Deliverables, and the relevant Fees.
4. Each Order Form and/or Statement of Work shall, once validly executed by both Parties, constitute a binding contract between the Parties which incorporates and is subject to the terms and conditions of this Agreement.
Customer’s Obligations
1. Customer warrants and represents that it has all necessary rights and authority to enter into this Agreement. If Customer is entering into this Agreement on behalf of a company, organization, educational institution, or agency, Customer warrants and represents that it has the right and authority to legally bind such entity or organization to the terms and obligations of this Agreement.
2. In consideration for Nansen’s provision of the Services, Customer shall pay the Fees specified in the Order Form and/or Statement of Work. Customer acknowledges that:
  1. Save as otherwise agreed, Customer irrevocably commits to the Services purchased. All payment obligations relating to the Services are non-cancellable and Fees paid shall be non-refundable.
  2. Where an invoice for Fees is issued by Nansen, the Fees are payable immediately unless otherwise specified. Customer is responsible for making all payments without withholding or deduction of, or in respect of, any Taxes. If any withholding or deduction is required by law, Customer shall, when making the payment to which the withholding or deduction relates, pay to Nansen such additional amount as will ensure that Nansen receives the same total amount of Fees that it would have received if no such withholding or deduction had been required.
  3. If Nansen does not receive timely payment in accordance with this Agreement, Nansen shall be under no obligation to provide any or all of the Services while the invoice concerned remains unpaid, and Nansen may disable the Customer’s access to any or all of the Services. Any undisputed payment not received from Customer by the due date may accrue late fees or charges at the maximum rate permitted by applicable law, with such late fees or charges accruing from the due date until the date paid. Customer shall be liable for all collection fees and expenses, including reasonable attorney fees, incurred by Nansen relating to any unpaid and undisputed payments.
Subscription Services
1. During the Subscription Term, Nansen permits the Customer’s designated Authorised Users to access and use the Subscription Services solely for the Customer’s internal business operations.
2. Customer hereby undertakes that:
  1. the number of Authorised Users shall not exceed the number of seats or accounts as set out in the Order Form;
  2. each seat or account may only be used by one Authorised User, and any changes to the Customer’s current Authorised Users shall be notified to Nansen in a timely manner;
  3. each Authorised User shall keep their access credentials confidential and not share them with any third party without Nansen’s express authorisation; and
  4. as between Customer and Nansen, Customer is responsible for its Authorised Users’ compliance with the provisions of this Agreement and for any and all activities that occur under an account or seat, which Nansen may verify from time to time.
3. Customer shall not, without Nansen’s express written consent:
  1. attempt to “crawl”, “scrape”, “spider”, or otherwise copy, extract, modify, reverse compile, disassemble, reverse engineer, duplicate, create derivative works of or from, or distribute all or any portion of, the Nansen Data or Subscription Services;
  2. access or use any part of the Subscription Services for any unlawful, harmful, or fraudulent activities, or to build a product or service which competes with the Subscription Services; or
  3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or make the Nansen Data or Subscription Services available to any third party.
4. Nansen makes no representation or commitment, and shall have no liability or obligation whatsoever, in relation to any content or use of, or correspondence with, any third party website accessible via the Subscription Services, or any transactions completed, and any contract entered into by the Customer, with any such third party.
Custom Services
1. Nansen shall provide the Custom Services to the Customer on and subject to the terms of this Agreement during the Custom Services Term.
2. Each Custom Service and/or Deliverable is limited to the scope or description detailed in the Statement of Work within the Order Form. Except where agreed in writing, Nansen has no duty or obligation to change, update, or supplement any Deliverables after the Customer’s execution of the Order Form with Statement of Work, whether in light of new information provided by Customer or variations in any other relevant information forming the basis of the Deliverables. Any requests for changes, supplements, or additions to the Deliverables should be made by Customer in writing and shall be valid only if agreed in writing by Nansen through the execution of an addendum or supplement to the Order Form with Statement of Work.
3. Subject to Customer’s full payment of Fees related to the Services, Nansen grants to Customer a non-exclusive, non-transferable, non-sub licensable, worldwide, royalty-free licence to use the Deliverables solely in connection with, and under the same provisions as, their use of the Custom Services for the Customer’s internal business purposes.
Intellectual Property Rights
1. Each Party shall retain all rights, title and interest in any of its respective Intellectual Property Rights. The limited rights granted to Customer to use the Service(s) under this Agreement do not convey any additional rights, title or interest in the Service(s) or in any Intellectual Property Rights of Nansen associated there with. Subject only to the Customer’s limited rights to access and use the Services as expressly stated herein, all rights, title and interest in and to the Services, including any Deliverables, documents, work products, or materials that are delivered or provided to Customer or prepared by or on behalf of Nansen in the course producing the Deliverables (as applicable), will remain with Nansen and belong exclusively to Nansen.
2. To the extent that Customer provides suggestions, enhancement requests, recommendations, or other feedback relating to the Services to Nansen (“Feedback”), Customer agrees to grant all rights, title and ownership in and to all such Feedback to Nansen. To the extent ownership rights are not effectively transferred to Nansen above, Customer grants to Nansen a worldwide, perpetual, irrevocable, royalty-free licence to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to Customer.
Confidential Information
1. In connection with the Services, each Party may be given access to the Confidential Information of the other Party in order to perform its obligations under this Agreement. Each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information solely (a) to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation.
2. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.
3. Given the unique nature of Confidential Information, the Parties agree that any violation or threatened violation by a Party to this Agreement with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.
Disclaimer
1. The Services, including the Nansen Data, are provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by law. Nansen expressly disclaims any and all warranties, representations, conditions and all other terms of any kind whether express or implied, including, but not limited to, any implied warranties of merchant ability, title, fitness for a particular purpose, and non-infringement. Customer acknowledges that Nansen does not warrant that the Customer’s use of the Services will be uninterrupted or error-free, and no information or advice obtained by Customer from Nansen or through the Services shall create any warranty not expressly stated in this Agreement.
Indemnification
1. Subject to Clause 10, Nansen shall defend the Customer against any claim brought by a third party that the Customer’s use of a Service as permitted hereunder infringes a third party’s valid patent, copyright, trademark or trade secret, and Nansen shall indemnify the Customer for any amounts awarded against the Customer in final judgment or settlement of such claims, provided that:
  1. Nansen is promptly notified of any threat or notice of such claim;
  2. Nansen will have sole, exclusive control and authority to defend and/or settle the claim; and
  3. Customer fully cooperates with Nansen in connection therewith.
2. In the defence or settlement of any claim, Nansen may procure the right for the Customer to (a) continue using the Service; (b) replace or modify a Service to make it non-infringing; or (c) if such remedies are not reasonably available or practicable as determined by Nansen, terminate this Agreement on two (2) days’ notice and repay the Customer, on a pro-rata basis, any Fees paid in advance to Nansen for any unused Subscription Term or Custom Services Term for such Services.
3. Nansen will have no liability or obligation under this Clause 9 with respect to any third party claim to the extent that the alleged infringement is based in whole or in part on (a) Nansen’s compliance with designs, data, instructions or specifications provided by Customer; (b) modification of the Service(s) by anyone other than Nansen or its employees, agents or contractors; or (c) the combination, operation or use of the Service(s) with other third party products or services where a Service would not by itself be infringing. This Clause 9 states the sole, exclusive and entire liability of Nansen to Customer, and Customer’s sole remedy, with respect to any third party claim for infringement of any intellectual property right.
4. Customer shall defend and indemnify Nansen against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services other than in accordance with this Agreement.
Limitation of Liability
1. To the greatest extent permitted under law, under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) shall Nansen be liable to Customer for any loss of profits, loss of sales or business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any other type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, charges, costs or expenses however arising in connection with this Agreement, the Services or Deliverables, regardless of whether Customer has been advised of the possibility of or could have foreseen such damages.
2. Notwithstanding anything to the contrary in this Agreement, Nansen’s total aggregate liability to the Customer for any and all claims arising out of this Agreement, the Services or Deliverables, shall in no event exceed the Fees paid by the Customer during the twelve (12) months prior to the first event or occurrence giving rise to such liability. Customer acknowledges and agrees that the essential purpose of this Clause 10.2 is to allocate the risks under this Agreement between the Parties and limit potential liability given the Fees, which would have been substantially higher if Nansen were to assume any further liability other than as set forth herein. Nansen has relied on these limitations in determining whether to provide Customer with the Services and/or Deliverables under this Agreement. The limitations set forth in Clause 10.2 shall not apply to claims or damages resulting from Clause 9.1 of this Agreement.
Term and Termination
1. Subscription Services
  1. The Subscription Services shall commence on the start date specified in the Order Form and, unless otherwise terminated in accordance with this Agreement, shall continue for the initial Subscription Term as applicable
  2. The Subscription Services shall automatically renew for successive periods of the same duration as the initial Subscription Term (each a “Renewal Term”), unless either Party notifies the other Party in writing of its intention to terminate the Subscription Services without renewal at least thirty (30) days before the end of the initial Subscription Term or any Renewal Term
  3. Nansen may grant access to the Subscription Services on a trial basis under this Agreement solely for Customer’s internal testing and evaluation purposes. Such trial access may be terminated by Nansen at any time
2. Custom Services
  1. The Custom Services shall commence on the start date specified in Order Form and/or the Statement of Work, and shall continue for the Custom Services Term unless otherwise terminated in accordance with this Agreement
3. Termination for Breach
  1. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:
    1. the other Party is in material or persistent breach of any of its obligations under this Agreement and either that breach is incapable of remedy, or the other Party has failed to remedy that breach within thirty (30) days after receiving written notice requiring it to remedy that breach; or
    2. the other Party is unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction
  2. Notwithstanding any provision to the contrary, Nansen reserves the right to, without incurring any liability to Customer, restrict or suspend Customer’s rights to access and use the Services (or any part thereof) if Nansen reasonably believes that Customer has breached any of its obligations under this Agreement.
4. Consequences of Termination
  1. On termination of this Agreement:
    1. the Customer’s rights to access and use the Services as granted under this Agreement shall immediately terminate;
    2. each Party shall make no further use of any Confidential Information (and all copies of them) belonging to the other Party;
    3. the due date of all invoices will be automatically accelerated to the effective date of termination and Customer shall be liable to pay for all Services provided to the date of termination; and
    4. the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
  2. In any circumstances under this Agreement in which a Party may exercise its right of termination, the Party may instead choose to terminate only part of the relevant Order Form and/or Statement of Work by taking the option to terminate individual Services or Deliverables, rather than terminating the Agreement in its entirety.
Force Majeure
1. If a Party’s performance of its obligations under this Agreement is prevented, hindered, or delayed due to a Force Majeure Event, the impacted Party will be excused from performing those obligations affected by the Force Majeure Event for as long as it continues. The impacted Party must promptly notify the other Party of the Force Majeure Event and use commercially reasonable efforts to resume performance as soon as possible, including using alternate sources or workaround plans. Under no circumstance will a Force Majeure Event excuse a Party’s obligations to make payments when due, unless such Force Majeure Event results in a failure of the banking system that deprives the Party’s access to otherwise available funds. If the Force Majeure Event continues for a continuous period of more than 6 months, either Party may terminate this agreement by written notice to the other Party.
Publicity
1. The Customer grants Nansen the right to use the Customer's name, logo, and trademarks in Nansen's marketing materials, including but not limited to its website, presentations, and press releases, solely for the purpose of identifying the Customer as a client of Nansen. In addition, the Customer agrees to cooperate with Nansen in creating case studies, press releases, or other marketing content regarding Nansen’s provision of Services, provided that such content is mutually agreed upon and does not disclose any Confidential Information
General Provisions
1. Assignment. The Customer shall not, without the prior written consent of Nansen, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Nansen may at any time assign, transfer, charge, sub-contract ordeal in any other manner with all or any of its rights or obligations under this Agreement.
2. Entire Agreement. This Agreement, and any documents referred hereto, constitute the entire agreement and understanding of the Parties and supersedes all prior oral or written arrangements, understandings, or agreements relating to the subject matter of this Agreement. In the event of any conflict or inconsistency, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
3. Notices. All notices provided by a Party to the other under this Agreement may be delivered in writing by electronic mail to the electronic mail address(es) provided by each Party in the Order Form. All notices provided by either Party to the other shall be deemed to have been given immediately upon delivery by electronic mail.
4. Relationship of the Parties. The Parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, general agency, fiduciary or employment relationship between the Parties.
5. Severability. If any term in this Agreement is determined to be invalid or unenforceable by a competent court or governing body, such term shall be replaced with another term consistent with the purpose and intent of this Agreement, and the remaining provisions of this Agreement shall remain in effect.
6. Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall so survive, including, but not limited to, provisions relating to confidentiality, indemnification, limitation of liability, payment obligations, and any accrued rights to payment.
7. Exclusion of Third Party Rights. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person (other than the Parties hereto) any right, benefit, or remedy under this Agreement
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Singapore
9. Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause.