Regulation Asia – Subscriber Agreement

This Agreement was last modified on 20 April 2026

This Subscription Agreement (“Agreement”) is entered into between: (1) inAsia Media Pte. Ltd., a company incorporated in Singapore (trading as Regulation Asia) (“RA”); and (2) the entity identified as the subscriber in the applicable order form referencing this Agreement (“Subscriber”).

This Agreement is published at https://www.regulationasia.com/terms-and-conditions and, together with each order form referencing it (each, an “Order Form”), governs the Subscriber’s access to and use of the Service during the applicable Subscription Term and becomes effective on the date the relevant Order Form is executed by both parties (“Effective Date”).

1. Structure and Definitions

1.1 Agreement Structure
This Agreement consists of: (a) this Subscription Agreement; (b) each Order Form referencing this Agreement; and (c) any Schedule expressly incorporated in an Order Form. Any Schedule forms part of this Agreement only if and to the extent expressly incorporated in the applicable Order Form.

1.2 Updates
RA may update this Agreement from time to time by publishing a revised version on the Platform (https://www.regulationasia.com/terms-and-conditions). Administrative or non substantive updates may apply during an existing Subscription Term. All other updates shall apply only upon renewal of the applicable Order Form, and the renewed Subscription Term shall be governed by the version in effect as of the renewal date.

1.3 Order of Precedence
In the event of any inconsistency, the applicable Order Form prevails solely with respect to its expressly stated commercial terms (including pricing, subscription scope, and term) and shall not amend this Agreement except to the extent expressly stated.

1.4 Definitions
For purposes of this Agreement:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control” means ownership of more than fifty percent (50%) of the voting interests of an entity or the power to direct its management.

“Authorised User” means an employee of the Subscriber authorised to access the Service under an Order Form.

“Fees” means the fees specified in the applicable Order Form.

“Initial Term” means the subscription period specified in the applicable Order Form.

“Material portion” means a quantity, quality, or scope of content which, whether considered individually or cumulatively, is commercially significant in relation to the Service as a whole or substitutes for the need to maintain an active subscription.

“Outputs” means responses, summaries, analyses, structured data, or other materials generated by RegAI in response to User Inputs.

“RegAI” means AI assisted search, summarisation, and analytical functionality made available within the Service to enhance navigation and analysis of RA’s editorial content.

“Renewal Date” means the date on which the Initial Term expires, as determined by reference to the Subscription Start Date and the Initial Term, and each anniversary thereof at the commencement of any Renewal Term.

“Renewal Term” means any renewal period specified in the applicable Order Form.

“Service” means the Regulation Asia regulatory intelligence platform, including web-based access, editorial content, alerts, structured data, databases, RegAI, and other AI enabled features, and, where expressly authorised, API access.

“Subscriber Data” means User Inputs and any other data, materials, documents, files, annotations, configurations, or content uploaded to, stored within, or submitted through the Service by the Subscriber or its Authorised Users.

“Subscription Term” means the Initial Term together with any Renewal Term for the applicable Order Form.

“User Inputs” means prompts, queries, instructions, text, data, or other materials submitted by the Subscriber or its Authorised Users into the Service, including into RegAI.

2. Subscription Grant and User Governance

2.1 Licence Grant
Subject to payment of Fees and compliance with this Agreement, RA grants the Subscriber a limited, non-exclusive and non-transferable licence during the Subscription Term to permit its Authorised Users to access and use the Service solely for the Subscriber’s internal informational business purposes. No ownership rights are transferred, and all rights not expressly granted are reserved by RA.

2.2 Authorised Users
(a) Access to the Service is limited to Authorised Users strictly in accordance with the licence scope specified in the applicable Order Form. Each Authorised User shall access the Service solely through individually assigned credentials, which shall be kept confidential and shall not be shared, transferred, or made available to any other person
(b) The Subscriber shall ensure that all Authorised Users comply with this Agreement and shall be responsible and liable for all acts and omissions of its Authorised Users and any person who accesses the Service using credentials issued to the Subscriber or its Authorised Users, whether or not such access was authorised by the Subscriber, except to the extent resulting from RA’s breach of its security obligations under this Agreement. The Subscriber shall maintain appropriate administrative, technical, and organisational controls reasonably designed to prevent unauthorised access, credential sharing, misuse, or circumvention of usage restrictions.
(c) RA may suspend access to the Service, in whole or in part, where reasonably necessary to address a material breach of this Agreement, a security risk, a legal or regulatory requirement, or a sanctions concern. Where practicable and legally permitted, RA shall provide prior written notice and a reasonable opportunity to cure. Any such suspension shall not constitute termination of this Agreement and shall not relieve the Subscriber of its payment obligations during any period of suspension arising from the Subscriber’s breach.
(d) RA may publish and update reasonable acceptable use rules, security requirements, or platform policies applicable to use of the Service, provided that such rules are consistent with this Agreement and do not materially reduce the Subscriber’s rights. RA may require Authorised Users to acknowledge such rules as a condition of access. Such rules are incorporated into and form part of this Agreement, and any breach by an Authorised User shall constitute a breach by the Subscriber, provided that no such acknowledgement creates a separate contractual relationship between RA and any Authorised User or limits the Subscriber’s obligations under this Agreement.

3. Nature of the Service and Non Reliance

3.1 Informational Nature
The Service is an editorial regulatory intelligence and reporting product providing news, insights, analysis, commentary, structured information, and research tools for general informational purposes. RegAI forms part of the Service and provides AI-assisted search, summarisation, and analytical support designed to help users navigate and analyse RA’s editorial content. Outputs may be incomplete, inaccurate, outdated, reflect limitations in underlying sources, generate plausible but incorrect statements, or omit relevant information.

3.2 No Professional Advice or Regulated Function
The Service and all Outputs are informational only and do not constitute legal, regulatory, compliance, financial, supervisory, or other professional advice, nor do they constitute a regulatory reporting solution, compliance management system, outsourced function, critical infrastructure service, system of record, mission critical system, regulated artificial intelligence system, or automated decision making tool. The Service does not create any fiduciary, agency, supervisory, regulatory, outsourcing, advisory, duty of care, or assumption of responsibility relationship.

3.3 Non-Reliance and Responsibility
The Subscriber acknowledges that it does not rely on the Service or any Outputs as a substitute for its own independent analysis and shall ensure that any use of RegAI or Outputs involves meaningful human review and independent judgment prior to reliance. The Subscriber remains solely responsible for its decisions, actions, and compliance obligations.

3.4 Coverage and Monitoring
Delivery of the Service via a web interface, alerts, structured data, AI-enabled features, or API does not alter its informational nature. Regulatory developments, supervisory priorities, and enforcement practices may change without notice, and the scope, depth, and timing of editorial coverage may vary accordingly. RA has no obligation to monitor regulatory developments or notify the Subscriber of changes and does not undertake to provide comprehensive or continuous coverage of any particular jurisdiction, regulatory body, topic, or development. RA does not guarantee the completeness, accuracy, timeliness, continued availability, or ongoing updating of any particular regulatory content, analysis, jurisdiction, or topic.

4. Editorial Independence and Service Modifications

4.1 Editorial Independence
RA retains full editorial independence and sole discretion over the selection, scope, content, methodology, timing, format, publication, correction, clarification, update, or withdrawal of any content made available through the Service. RA may, in its editorial discretion, correct, clarify, update, or withdraw content at any time. The Subscriber acknowledges that RA has no obligation to identify, monitor, or notify the Subscriber of errors, omissions, regulatory developments, or changes affecting previously published content, and that the timing and manner of any correction, clarification, or update shall be determined solely by RA.

4.2 Service Modifications
RA may modify, enhance, replace, suspend, or discontinue any aspect of the Service from time to time, provided that such changes do not materially reduce the overall functionality of the core subscription purchased under the applicable Order Form, taken as a whole. Unless expressly stated in an Order Form, the Subscriber has no entitlement to any particular feature, jurisdictional coverage, enhancement, delivery format, or future functionality.

5. Intellectual Property and Use Restrictions

5.1 Ownership

(a) RA Ownership
All intellectual property rights in and to the Service, including all content, databases (including database and compilation rights), structured data, taxonomies, classifications, methodologies, editorial processes, software, APIs, AI‑enabled features (including RegAI), and all derivatives, modifications, enhancements, and improvements thereof, are and shall remain owned by or licensed to RA.
(b) Outputs
Outputs are generated as part of the Service using RA’s proprietary systems, technologies, and content resources. As between the parties, and subject to the Subscriber’s ownership of its pre‑existing materials contained within User Inputs, RA owns all right, title, and interest in and to the Outputs. To the extent Outputs incorporate, reflect, or are derived from RA proprietary content, datasets, classifications, taxonomies, methodologies, editorial materials, or systems, all intellectual property rights in such elements remain owned by or licensed to RA.
(c) No Implied Transfer
Except for the limited licences expressly granted under this Agreement, no ownership rights in the Service, RegAI, Outputs, or any related intellectual property are transferred to the Subscriber by virtue of accessing the Service or receiving Outputs. Nothing in this Agreement grants the Subscriber any rights in or to RA’s underlying systems, technologies, models, datasets, methodologies, or any improvements, enhancements, or operational learnings derived from the provision or operation of the Service.
(d) Subscriber Data
The Subscriber retains ownership of its preexisting materials contained in Subscriber Data submitted to the Service. The Subscriber grants RA a nonexclusive, worldwide, royalty free licence to use, process, reproduce, store, transmit, analyse, and create derivative works from Subscriber Data solely to provide, operate, secure, maintain, and improve the Service, generate Outputs, and enforce this Agreement. Any use of Subscriber Data to improve or develop the Service shall be in aggregate and anonymised form. RA shall not use identifiable Subscriber Data to train third-party artificial intelligence systems. The Subscriber acquires no rights in any enhancements, improvements, models, or learnings derived from the aggregated or anonymised use of Subscriber Data. RA shall retain Subscriber Data only for as long as reasonably necessary to provide the Service, to comply with legal or regulatory obligations, to enforce this Agreement, or to maintain standard business records and backups. Upon expiration or termination of the applicable Subscription Term, RA shall, upon written request, delete or return identifiable Subscriber Data within a reasonable period, subject to applicable legal, regulatory, or bona fide record-keeping or backup retention requirements.
(e) Limited Licence to Subscriber
Subject to payment of Fees and compliance with this Agreement, RA grants the Subscriber a non‑exclusive, non‑transferable licence during the Subscription Term to use Outputs solely for its internal informational business purposes. Following expiration or termination of this Agreement, the Subscriber may retain and internally use Outputs generated during the Subscription Term, provided such use remains subject to all restrictions and limitations set out in this Agreement.
(f) Non‑Exclusivity of Outputs
For the avoidance of doubt, Outputs may be similar to content generated for other users and do not confer exclusive rights. RA makes no representation that Outputs are unique or free from third‑party rights beyond the scope of the intellectual property indemnity set out in Section 10.

5.2 Permitted Use
The Subscriber may access and use the Service and Outputs solely for its internal informational business purposes, meaning use by the Subscriber entity identified in the applicable Order Form and its Authorised Users for internal research, analysis, and reference. Use by affiliates or third parties is not permitted unless expressly authorised in writing by RA.

The Subscriber may forward individual articles or limited extracts of the Service on an occasional and non-systematic basis to existing or prospective clients or professional advisers, provided that such forwarding:

(a) is not part of any subscription service, information service, commercial product, client portal, regular distribution list, or other systematic dissemination;
(b) does not involve bulk distribution, cumulative forwarding that constitutes a Material Portion of the Service, or dissemination in a manner that substitutes for a subscription to the Service;
(c) includes clear and prominent attribution to Regulation Asia as the source; and
(d) does not modify, edit, or present the content in a manner that misrepresents its original meaning or context. Except as expressly permitted in this Section, the Subscriber shall not distribute, publish, make available, commercially exploit, or provide access to the Service or Outputs to any third party.

5.3 Restrictions
The Subscriber shall not, directly or indirectly:

(a) use the Service or any Outputs, in whole or in any Material Portion, to develop, train, fine‑tune, validate, or otherwise support any artificial intelligence, machine learning, or automated decision‑making system;
(b) systematically or repeatedly ingest, scrape, extract, download, reproduce, store, or aggregate the Service or Outputs, in whole or in any Material Portion, into any dataset, database, repository, archive, or knowledge base in a manner that replicates or substitutes for a Material Portion of the Service;
(c) access or extract content from the Service using automated means, including bots, crawlers, scripts, or similar technologies; or
(d) use the Service or Outputs to create, support, or offer any commercial regulatory intelligence, data, or information product or service that competes with the Service.

The Subscriber acknowledges that unauthorised AI training, structured extraction, or competitive replication may cause irreparable harm to RA for which monetary damages would be inadequate. RA shall therefore be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity.

5.4 The Subscriber represents and warrants that it has all necessary rights, permissions, consents, and lawful bases to submit User Inputs to the Service, including any personal data contained therein, and that such submission does not infringe intellectual property rights, breach confidentiality obligations, or violate applicable law. The Subscriber is solely responsible for the content, accuracy, and legality of User Inputs. Unless expressly agreed in writing, RA does not act as a data processor on behalf of the Subscriber in respect of User Inputs and processes such data solely for its own purposes in providing the Service.

The Subscriber further acknowledges and agrees that:

(a) it is solely responsible for independently reviewing and verifying the accuracy, completeness, and suitability of Outputs prior to reliance, decision‑making, or external dissemination; and
(b) it shall not probe, test, circumvent, reverse engineer, or attempt to extract system prompts, underlying instructions, security controls, or other non‑public elements of RegAI, nor use the Service to conduct security testing, adversarial attacks, prompt injection attempts, or similar exploitative activities.

6. API Access

6.1
Where expressly authorised in an applicable Order Form, RA may provide the Subscriber with application programming interface (“API”) access to certain elements of the Service, as described in the applicable Order Form or applicable technical documentation, solely for the Subscriber’s permitted internal informational use and subject to all ownership rights, use restrictions, and limitations set out in Section 5.

6.2
The Subscriber acknowledges and agrees that:

(a) API access does not expand the scope of the licence granted under this Agreement;
(b) it shall not use API access to create, maintain, or populate any structured dataset, internal database, repository, workflow tool, or other system that replicates or substitutes for a Material Portion of the Service, nor systematically or repeatedly extract data through the API in a manner that exceeds authorised use or circumvents the intended purpose of the Service;
(c) it shall not circumvent or attempt to circumvent any technical limitations, rate limits, access controls, or security measures implemented by RA in connection with the API;
(d) it is solely responsible for its systems, integrations, configurations, and security environment, including the protection and confidentiality of API credentials, and RA shall not be responsible for misuse of the Service resulting from the Subscriber’s failure to maintain reasonable security controls or from compromised credentials not caused by RA’s breach of its own security obligations; and
(e) API outputs are informational only and do not constitute a system of record, regulated outsourcing function, mission critical system, automated decision making tool, or regulated infrastructure service, and the Subscriber remains solely responsible for its regulatory, legal, operational, and compliance obligations.

6.3
Except as expressly set out in an Order Form, API access is provided on an “as available” basis, and no service levels, uptime guarantees, latency guarantees, sequencing guarantees, integration warranties, or dedicated support commitments apply. RA may modify, update, deprecate, or discontinue API features or endpoints upon reasonable notice where practicable, and may suspend or restrict API access in the event of material breach, misuse, or security risk, provided that, where reasonably practicable, RA will give prior notice and an opportunity to cure.

7. Fees and Payment
Fees are payable in advance unless otherwise specified in the applicable Order Form. Invoices are payable within thirty (30) days of issuance unless otherwise stated in the Order Form. All Fees are non‑cancellable and non‑refundable except as expressly provided in this Agreement and are exclusive of taxes. The Subscriber is responsible for all applicable taxes (other than taxes on RA’s net income), and any required withholding shall be grossed up such that RA receives the full amount invoiced. Payments shall be made without set‑off, counterclaim, or deduction. Overdue amounts accrue interest at the rate of 1% per month or the maximum amount permitted by law, whichever is lower. RA may suspend access to the Service for non‑payment following notice, and such suspension shall not relieve the Subscriber of its payment obligations. Upon the Subscriber’s insolvency, liquidation, or analogous proceeding, RA may terminate the Agreement upon the Subscriber’s insolvency in accordance with Section 13. Any unpaid Fees accrued prior to termination shall remain payable.

8. Confidentiality
Each party (“Receiving Party”) shall keep confidential and not disclose to any third party any nonpublic  information disclosed by the other party (“Disclosing Party”) in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure (“Confidential Information”), and shall use such Confidential Information solely for the purposes of performing or exercising its rights under this Agreement. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was lawfully known to the Receiving Party without restriction prior to disclosure, is independently developed without use of the Confidential Information, or is lawfully obtained from a third party without breach of any confidentiality obligation. The Receiving Party may disclose Confidential Information to its employees, Affiliates, professional advisers, auditors, on a need-to-know basis and subject to confidentiality obligations no less protective than those set out in this Agreement, and regulatory or supervisory authorities having jurisdiction over it, in each case to the extent reasonably necessary for the purposes of this Agreement or compliance with applicable law or regulation. The Receiving Party may also disclose Confidential Information where required by law, regulation, or court order, provided that, where legally permitted, it gives prior notice to the Disclosing Party. Upon written request or termination of this Agreement, the Receiving Party shall return or securely destroy Confidential Information, except to the extent retention is required by law, regulation, or bona fide internal record keeping policies subject to continued confidentiality obligations. The obligations in this Section survive for five (5) years following termination of this Agreement and indefinitely with respect to trade secrets.

For the avoidance of doubt, Subscriber Data constitutes Confidential Information of the Subscriber, subject to RA’s rights under Section 5.

9. Data Protection
Each party shall comply with the applicable data protection laws in connection with its performance of this Agreement. RA provides the Service in its own capacity and, except where expressly agreed in writing, does not act as a data processor on behalf of the Subscriber. To the extent RA collects or processes personal data in connection with the operation of the Service, it does so as an independent controller. The Subscriber shall not upload or otherwise provide personal data to the Service other than incidental business contact details unless expressly authorised in writing, and the Subscriber remains responsible for any personal data it chooses to submit. RA may process technical, usage, and diagnostic data relating to access to and use of the Service for the purposes of operating, securing, maintaining, analysing, and improving the Service, including in aggregated or anonymised form.

10. Intellectual Property Infringement Indemnity
RA shall defend the Subscriber against any third‑party claim alleging that the unmodified Service, as made generally available by RA and used in accordance with this Agreement, infringes such third party’s patents, copyrights, trademarks, or trade secrets, and shall pay any damages finally awarded by a court of competent jurisdiction or agreed in settlement by RA, provided that:

(a) the Subscriber promptly notifies RA in writing of the claim;
(b) RA has sole control of the defence and settlement of the claim; and
(c) the claim does not arise from any modification of the Service, combination of the Service with other products or data not provided by RA, misuse of the Service, or use of the Service outside the scope of this Agreement, nor does the indemnity apply to claims arising from Outputs generated in whole or in part in response to Subscriber Inputs;
(d) the Subscriber provides reasonable cooperation in the defence of the claim at RA’s expense.

If the Service becomes, or in RA’s reasonable opinion is likely to become, the subject of an infringement claim, RA may, at its option:

(i) procure for the Subscriber the right to continue using the Service;
(ii) modify or replace the Service so that it becomes non‑infringing without materially reducing its overall functionality; or
(iii) terminate the affected portion of the Service and refund any prepaid Fees attributable to the unused portion of the applicable Subscription Term. This Section constitutes the Subscriber’s exclusive remedy for any alleged infringement of intellectual property rights and is subject to the limitation of liability set out in Section 12.

11. Subscriber Indemnity
The Subscriber shall indemnify, defend, and hold harmless RA from and against any third‑party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) to the extent arising from:
(a) the Subscriber’s material breach of Section 5 (Intellectual Property and Restrictions);
(b) use of the Service in violation of applicable law; or
(c) the Subscriber’s misuse of the Service or Outputs, including prohibited AI training, automated decision-making , systematic ingestion, derivative dataset creation, or other use in breach of Section 5; RA shall promptly notify the Subscriber of any such claim and shall permit the Subscriber to control the defence and settlement thereof, provided that the Subscriber shall not settle any claim in a manner that admits fault on behalf of RA or imposes obligations on RA without RA’s prior written consent. This Section does not apply to the extent a claim arises from RA’s fraud or wilful misconduct and is not subject to the limitation of liability set out in Section 12.

12. Disclaimer of Warranties and Limitation of Liability

12.1 Disclaimer
The Service is provided “as is” and “as available.” To the fullest extent permitted by law, RA disclaims all express and implied warranties, representations, and conditions, including any warranties of accuracy, completeness, timeliness, merchantability, fitness for a particular purpose, title, non‑infringement (except as expressly provided in Section 10), uninterrupted or error‑free operation, and compliance with the Subscriber’s regulatory or legal obligations.

12.2 Liability Cap
To the fullest extent permitted by law, RA’s total aggregate liability arising out of or in connection with this Agreement (including all Order Forms), whether in contract, tort (including negligence), misrepresentation, statute, indemnity, or otherwise, shall not exceed the total Fees paid or payable by the Subscriber for the twelve (12) month period in which the first event giving rise to the claim occurred. The foregoing cap applies in aggregate to all claims arising from the same or related acts or omissions, regardless of the number of claims or causes of action, and shall not reset, multiply, or apply separately to each renewal, Subscription Term, or Order Form.

12.3 Excluded Damages
To the fullest extent permitted by law, RA shall not be liable, whether in contract, tort (including negligence), misrepresentation, statute, indemnity, or otherwise, for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, opportunity, data, or business interruption, whether direct or indirect, including any regulatory fines, penalties, or system integration or replacement costs.

12.4 Non-Excludable Liability
Nothing in this Agreement limits or excludes liability for fraud or fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot lawfully be limited or excluded under applicable law.

12.5 Allocation of Risk
The parties acknowledge and agree that the limitations and exclusions of liability set out in this Section 12 are reasonable in the circumstances, reflect a fair allocation of risk between the parties, and form an essential basis of the commercial bargain reflected in this Agreement, including the Fees payable.

13. Suspension and Termination

13.1 Suspension
In addition to RA’s rights under Section 2.2, RA may suspend or restrict access to the Service, in whole or in part, where reasonably necessary for non‑payment of Fees, material breach of this Agreement, misuse of the Service, security concerns, legal or regulatory requirements, or sanctions risk.

13.2 Termination by RA
RA may terminate this Agreement immediately upon written notice if the Subscriber commits a material breach that is not capable of cure or, if capable of cure, fails to cure such breach within thirty (30) days following written notice.

13.3 Effect
The Subscriber may not terminate this Agreement for convenience during a Subscription Term. Suspension or termination shall not relieve the Subscriber of its obligation to pay any Fees accrued or payable prior to the effective date of suspension or termination.

14. Force Majeure

14.1 Force Majeure Event
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control and not resulting from its breach of this Agreement (“Force Majeure Event”), including acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, labour disputes (excluding those involving the affected party’s own workforce), failure or interruption of telecommunications or internet services, cyber incidents, failure of third‑party hosting or infrastructure providers, or changes in applicable laws or regulatory requirements that materially affect performance of the Service.

14.2 Suspension and Termination
The affected party shall promptly notify the other party in writing of the Force Majeure Event and shall use reasonable efforts to mitigate its effects and resume performance as soon as practicable. The affected obligations shall be suspended for the duration of the Force Majeure Event, and such suspension shall not constitute a breach of this Agreement. If a Force Majeure Event continues for more than ninety (90) consecutive days and materially prevents performance of the Service, either party may terminate the affected portion of this Agreement upon written notice. A Force Majeure Event shall not relieve the Subscriber of its obligation to pay Fees due and payable under this Agreement, nor entitle the Subscriber to any refund, credit, or extension of the Subscription Term.

15. Governing Law and Dispute Resolution
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The award shall be final and binding on the parties. Nothing in this Section prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction.

16. Assignment
The Subscriber shall not assign, transfer, novate, or otherwise dispose of any of its rights or obligations under this Agreement without RA’s prior written consent, such consent not to be unreasonably withheld or delayed. RA may assign or transfer this Agreement in its entirety, without the Subscriber’s consent, to an Affiliate or in connection with a merger, acquisition, corporate restructuring, reorganisation, or sale of all or substantially all of its assets or business relating to the Service. Any purported assignment in breach of this Section shall be null and void and of no effect.

17. No Partnership or Agency
Nothing in this Agreement creates or shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind, represent, or incur obligations on behalf of the other party without the other party’s prior written consent.

18. Notices
All notices under this Agreement shall be in writing and delivered by email to the contact designated in the applicable Order Form (or such other contact as notified in writing by a party). Notices shall be deemed received on the date of transmission if sent during normal business hours in Singapore, or on the next Business Day in Singapore if sent outside such hours, provided that the sender does not receive a delivery failure notification. A notice shall be effective only if it clearly states that it is given pursuant to this Agreement.

19. Severability
If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable in a manner that most closely reflects the parties’ original intent. If such modification is not possible, the provision shall be severed from this Agreement without affecting the validity and enforceability of the remaining provisions, which shall continue in full force and effect. The invalidity or unenforceability of a provision in one jurisdiction shall not affect its validity or enforceability in any other jurisdiction.

20. Third Party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore (or any equivalent legislation in any jurisdiction) to enforce any provision of this Agreement. The parties may vary, amend, or terminate this Agreement without the consent of any such person.

21. Waiver
No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise of it. A waiver shall be effective only if in writing and signed by an authorised representative of the waiving party.

22. Counterparts and Electronic Execution
This Agreement and any Order Form may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument. Signatures transmitted electronically (including by PDF or electronic signature platform) shall be deemed original signatures and shall be binding for all purposes.

23. Survival
Any provision of this Agreement that by its nature is intended to survive termination or expiry shall survive, including without limitation Sections 3 (Nature of the Service and NonReliance ), 5 (Intellectual Property and Use Restrictions), 7 (Fees and Payment), 8 (Confidentiality), 9 (Data Protection), 10 (Intellectual Property Infringement Indemnity), 11 (Subscriber Indemnity), 12 (Disclaimer of Warranties and Limitation of Liability), 15 (Governing Law and Dispute Resolution), 19 (Severability), 20 (Third Party Rights), 24 (Entire Agreement), and this Section 23.

24. Entire Agreement
This Agreement, together with the applicable Order Form(s), constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, negotiations, and understandings, whether written or oral. Each party acknowledges that it has not relied on any representation, statement, or promise not expressly set out in this Agreement. No amendment, variation, or waiver of this Agreement shall be effective unless in writing and signed by authorised representatives of both parties. No Order Form shall amend or modify Section 12 (Limitation of Liability) or Section 11 (Subscriber Indemnity) unless it expressly states that it is amending the relevant Section. Nothing in this Section shall exclude or limit liability for fraud or fraudulent misrepresentation.

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If you have any questions about this Agreement, please contact by emailing [email protected]