Terms of Service
(Last updated on 4 August 2017)
PLEASE READ THESE TERMS CAREFULLY BEFORE YOU USE THIS SITE.
- Terms of Service
- These Horangi Terms of Service (“TOS” or “Terms”) apply to all visitors and users of www.horangi.com (the “Site”), and shall govern your use and access to the Site and its Content.
- In these Terms, the words “you” and “your” refer to all visitors and users of this Site, and the words “we”, “us”, “our”, and “Horangi” refer to Horangi Pte Ltd, a company limited by shares registered in Singapore, having its registered office at 118A Telok Ayer St, Singapore 068587, and all its subsidiaries, branch offices, affiliates, officers, agents, and employees.
- Where incorporated by reference via a Horangi Plan Purchase Order (“Purchase Order”), these Terms and Schedule 1: Standard Terms of Subscription (“Schedule 1”) annexed hereto shall govern your use and access to our Products and Services. In the event of any inconsistency or conflict between the terms of such Purchase Order and this TOS, the terms of such Purchase Order shall prevail to the extent necessary to resolve such inconsistency or conflict.
- By accessing and using this Site, you accept and agree to be bound these Terms. If you are using this Site or executing a Purchase Order incorporating these Terms on behalf of a company, partnership, sole proprietorship or other legal entity, you represent that you have the legal authority to bind such entity to these Terms, in which case the terms “you” or “your” shall refer to such entity. IF YOU DO NOT AGREE TO THESE TERMS, NOW OR AT ANY TIME, PLEASE DO NOT USE THIS SITE, OUR PRODUCTS, AND/OR OUR SERVICES.
- “Affiliate” of a person means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such a person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power, by any means, to direct, manage, oversee and/or restrict the affairs, business or assets of a person.
- “Client Materials” means all items, documents, software, data, or other materials provided to Horangi by you.
- “Content” shall include any information, text, graphics, photos or other materials uploaded, downloaded, or appearing on the Site, the Products, and/or the Services, excluding Client Materials. For the avoidance of doubt, Content shall also include the Deliverables.
- “Deliverables” include all documents, computer code, work products and related materials, provided by the or on behalf of Horangi to Customer while performing the Services, but not Fixes.
- “Fixes” means all bug fixes, workarounds, patches, beta fixes, and beta builds of software products.
- "Intellectual Property" means (i) patents, patent disclosures and inventions (whether patentable or not); (ii) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (iii) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases; (iv) trade secrets, know-how and other confidential information; and (v) all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- “Products” shall include all software tools created and/or utilised by Horangi to deliver the Services, and shall include any online or offline applications, application plug-ins running on any platform or device, and application programming interfaces, used for this purpose. For the avoidance of doubt, the Products include, without limitation, Horangi Scanner, Horangi Hunter, and Horangi Storyfier.
- “Services” means all professional services which may be performed by Horangi including, but not limited to product support, vulnerability scanning, security consultation, system hardening, incident response, penetration testing, and consulting services.
- Modification of these Terms and the Services
- We may modify these Terms at any time at our sole discretion, and such modifications shall be effective immediately upon posting of the modified Terms. When we do, we will revise the "last updated" date above. You agree to review the Terms periodically to be aware of such modifications, and your continued access to or use of the Site shall be deemed your conclusive acceptance of the modified Terms.
- Due to the evolving nature of our Products and Services, we may not be able to give you prior notice when: (i) their features are modified; and/or (ii) they are stopped or discontinued, permanently or temporarily. Wherever possible, we will try to provide you with prior notice of a disruptive event.
- We may offer certain Products and Services as closed or open beta products and services for the purposes of testing and evaluation. In such an event, we reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the beta products and services with or without notice to you. You agree that Horangi will not be liable to you, or to any third party, for any harm related to, arising out of, or caused by the modification, suspension, or discontinuance of any of the beta products and services for any reason.
- Use of this Site, the Content, the Products, and the Services
License to use this Site and the Content
- Horangi gives you a limited, personal, worldwide, non-assignable, non-exclusive, and revocable license to use this Site and its Content. This license is for the purposes of: (i) enabling you to obtain information about our Products and Services; (ii) using and enjoying the benefit of such information; and (iii) requesting additional services or hours for investigations, system hardening, and/or penetration testing based on the Subscription Plan applicable to you, and in accordance with each respective Subscription Plan’s relevant Payment Terms, in the manner permitted and limited by these Terms only. Any rights concerning the Site not expressly granted herein are reserved by us.
- You shall not: (i) rent, lease, or host the Deliverables; and (ii) assign or sub-license the Site and the Content, without our prior written consent.
License to use the Products and Services
- Prior to accessing our Products and Services, you must first register for a Horangi account in accordance with a Subscription Plan as stated in a valid Purchase Order.
- To the extent provided by the applicable Subscription Plan stated in a valid Purchase Order, Horangi gives you a limited, personal, worldwide, non-assignable, non-exclusive, and revocable license to use the applicable Products and Services contained within such Subscription Plan. Any rights concerning the Products and Services not expressly granted herein are reserved by us.
- You shall not: (i) rent, lease, or host the Products and Services; (ii) reverse engineer, decompile, or disassemble the Products and the Services; or (iii) assign or sub-license the Products and Services, without our prior written consent.
- All other rights, including Intellectual Property rights, are expressly reserved.
- Accounts and Personal Data
- You are responsible for safeguarding the password that you use to access the Services, and for any activities or actions relating to your password. You must treat such information as confidential and not disclose it to any third party. Horangi cannot, and will not, be liable for any loss or damage arising from your failure to comply with the above.
- If you know or suspect that anyone other than you knows your password, you must promptly notify us at email@example.com.
- Where we detect that a login has been used by multiple users, we will treat this as a serious breach of security and reserve the right to suspend or terminate your account. It is your obligation to ensure that obtain sufficient separate logins for all users in your business, and that all users are made aware that they should not provide details of login details to any other person.
- We have the right to suspend, disable, or terminate any account, whether chosen by you or allocated by us, at any time and without liability to you, if in our reasonable opinion: (i) you have failed to comply with any of the provisions of these Terms; (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer possible. In all events, we will try to notify you by the email address associated with your account or the next time you attempt to access your account.
- We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce the Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; and/or (v) protect the rights, property or safety of Horangi, its users and the public.
- Subscription Plans and General Payment Terms
- Upon execution of a Purchase Order (“subscription” or “subscribe”) you will be billed, either annually or monthly, from the Effective Date stated on such Purchase Order, in accordance with the terms of the applicable Subscription Plan (available at https://horangi.com/#join-family).
By subscribing to a Subscription Plan, you expressly authorise Horangi to charge the applicable recurring fees, at the rates prevailing at the time of billing and invoicing, to the Billing Contact provided.
- By subscribing to annual payment, you will be billed and invoiced upfront on the Effective Date for a validity period of twelve (12) months, and such billing and invoicing shall recur on each anniversary of the Effective Date.
- By subscribing to monthly payment, you will be billed and invoiced upfront on the Effective Date for a validity period of one (1) month, and such billing and invoicing shall recur each month after the Effective Date.
- You may notify us of your decision to terminate your subscription, or update any of your billing information (including a change to you credit card) through the Site, through your assigned Customer Success Manager (where applicable), or by contacting us directly at firstname.lastname@example.org.
- You may cancel your subscription at any time with immediate effect, but you will continue to retain access to the Site, the Content, the Products, and the Services for the remainder of the period of your subscription. Horangi does not provide refunds or credits for any partial months or years.
- WE MAY AMEND THESE PAYMENT TERMS FROM TIME TO TIME IN OUR SOLE DISCRETION WITHOUT NOTICE OR LIABILITY TO YOU. IT IS YOUR RESPONSIBILITY TO REVIEW THESE PAYMENT TERMS PERIODICALLY. By continuing to use the Site, the Products, and the Services following such amendments to the Payment Terms, you agree to be bound by such amendments. If you do not agree to the Payment Terms, now or at any time, please terminate your subscription with us.
- Intellectual Property Rights
- You acknowledge that all Intellectual Property rights (except for any Confidential Information or Client Materials) subsisting in respect of this Site, the Content, the Products, and the Services: (i) belong to Horangi Pte Ltd; or (ii) have been lawfully licensed to Horangi Pte Ltd for use. All rights under applicable laws are hereby reserved. You are not allowed to upload, post, publish, reproduce, transmit, or distribute in any way any component of the website itself or create derivative works with respect thereto.
Horangi will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide us with the following information:
- a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
- identification of the copyrighted work claimed to have been infringed;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- your contact information, including your address, telephone number, and an email address;
- a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate, and that you are authorized to act on behalf of the copyright owner.
- (c) We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about the Site, the Products, and/or the Services (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancements and modifications to our Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner for any purpose, in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
- Limitation of Liability, Warranties, and Indemnities
- Please read this section carefully since it limits the liability of Horangi Pte Ltd and its subsidiaries, branch offices, affiliates, officers, directors, employees, agents, representatives, partners, and licensors.
- We warrant that the Services will be performed using generally-accepted industry standards and practices. Horangi will use commercially reasonable efforts in providing such Services.
- To the maximum extent permitted by law, you agree to defend, indemnify and hold us harmless from and against all liabilities, damages, claims, actions, costs and expenses (including without limitation, legal fees), in connection with or arising from your use of the Site, the Content, the Products, and the Services, and your violation of these Terms.
- To the maximum extent permitted by law, we exclude all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, THE SITE, THE CONTENT, THE PRODUCTS, AND THE SERVICES.
- We shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document, or communication reasonably believed by us to be genuine and originating from an authorised representative of your entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, we may, but are not obliged, to require additional authentication from you.
- We give you no warranty or assurance of any kind about this Site, the Content, the Products, and the Services, whether express or implied, including, but not limited to the implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
- We do not guarantee that this Site, the Products, and the Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software.
- We shall not be liable for your data loss. You are solely responsible for backup and disaster recovery. The Services.
- We make every effort to ensure that this Site, the Products, and the Services are always available but we cannot guarantee that they will not be uninterrupted. We will not be liable to you if for any reason they are unavailable at any time or for any period.
- Waiver and Severability of Terms
- Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. No waiver will be effective unless made in writing.
- Governing Law and Jurisdiction
- These Terms are governed by the laws of the Republic of Singapore.
- Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, 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 (1) arbitrator. The language of the arbitration shall be English.
Schedule 1: Standard Terms of Subscription
These Standard Terms of Subscription shall only become effective and binding on Horangi and Client upon incorporation by reference and execution via a Horangi Plan Purchase Order (“Purchase Order”), on the Effective Date of such Purchase Order.
Upon such execution, the applicable Purchase Order, the Horangi Terms of Service (“TOS”), including this Schedule 1: Standard Terms of Subscription, and any validly issued Statement of Work (“SOW”) issued hereunder shall constitute the entire agreement (“Agreement”) between Client and Horangi concerning the subject matter hereof, and supersedes any other prior and contemporaneous communications. For the avoidance of doubt, “you” and “your” in the TOS shall, upon such execution, refer to Client.
Horangi and Client may each be referred to individually as a “Party”, and collectively as the “Parties”.
- Addresses and Points of Contact
- The addresses and contact information of the Parties shall be that which appears on the applicable Purchase Order. Each Party shall notify the other in writing of address or contact changes. All notices, authorizations, and requests given or made in connection with this Agreement, including notice of termination of this Agreement, must be sent by post, express courier, facsimile, or email to the addresses and contact information indicated thereto.
- Notices will be deemed delivered on the date shown on the postal return receipt or on the courier, facsimile or email confirmation of delivery, except as otherwise required by action of law.
- The Products and Services
- Horangi shall provide the Products and Services to Client in accordance with these Standard Terms of Subscription. Each SOW shall specify the rights of Client in the Deliverables under such SOW.
- The precise scope of Services to be provided by Horangi shall be defined in a SOW that is clearly identified with and entered into under the applicable Purchase Order. Client, or any Affiliate of Client, may enter into SOWs under the applicable Purchase Order with Horangi.
- If the terms of the SOW differ from the terms of the Purchase Order, Horangi shall give notice to Client through the Primary Contact provided by Client.
- Horangi' ability to deliver the Services described in SOWs depends upon full and timely cooperation by Client and Client’s staff, as well as the accuracy and completeness of any information provided. Horangi may provide Client additional assumptions in writing in the respective Statements of Work before providing any Services thereunder.
- The relationship between the Parties is that of independent contractors. Nothing contained in the Purchase Order and these Standard Terms of Subscription shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. Horangi may use its own independent contractors to perform the Services, in which case Horangi will be responsible for the performance of such independent contractors.
Unless expressly provided this Agreement or as may be expressly permitted by applicable law, you agree not to:
- scan and/or monitor website(s), and/or register domains on the Site unless the aforementioned website(s) are owned by you, or you have express permission in writing from the owner of the website to do so.
- upload, download, display, perform, transmit or otherwise distribute any content that: (i) is libellous, defamatory, obscene, pornographic, abusive or threatening; or (ii) advocates or encourages conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable laws or regulations. Horangi will cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws.
- access, tamper with Horangi’s computer systems, or the technical delivery systems of our providers;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- access or search or attempt to access or search the Site, the Products, and the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by us (and only pursuant to those terms and conditions), (scraping the Services without our prior consent is expressly prohibited);
- forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Products and Services to send altered, deceptive or false source-identifying information; or (e) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, trojan, worm, logic bomb or other material which is malicious or technologically harmful, overloading, flooding, spamming, mailbombing the Products and Services, or by scripting the creation of Client Materials in such a manner as to interfere with or create an undue burden on the Services.
- reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Products and Services;
- rent, lease or sublicense access to any of our Products and Services; or
- circumvent or disable any security or technological features or measures of our Products and Services.
- There may be cases where Customer’s implementation of the Products or Services cannot be effectively supported. Where necessary, Horangi shall notify Client if it determines that such a situation exists. If Client is unwilling and/or unable to modify the said implementation to make it effectively supportive within thirty (30) days’ from the receipt of notice, Horangi shall not be obligated to provide additional support for that particular implementation.
- Horangi shall not be required to provide support for any of Client’s products, whether hardware, software, or otherwise, which are not validly-licensed.
- Specific Payment Terms for the Products and Services
- Client shall pay Horangi the fees described in the applicable Purchase Order (or SOW, where applicable), in accordance with section 6 of the TOS, within thirty (30) days from the date of invoicing.
- Horangi’s fees exclude all taxes, duties, tariffs, value-added taxes or other governmental charges required by law, and such applicable taxes or fees will be billed to and paid by Client. Horangi is responsible for taxes based upon its own personal property ownership and net income.
- Unless expressly excluded or waived in a SOW under which Services are performed, Client shall pay reasonable out-of-pocket travel and living expenses (if any) as required by Horangi to perform the Services under this Agreement. If Client is a government entity, Horangi shall comply with the requirements of law in Client’s jurisdiction regarding the amount of, calculation of, and payment of, travel and living expenses
- In the event that payment is not received by Horangi within the period in section 3(a) above, Horangi may: (i) charge interest on any such unpaid amounts at the rate of 5% per month or, if lower, the maximum amount permitted under applicable, from the date such payment was due until the date paid; and/or (ii) suspend performance for the Services until payment has been made in full.
- Timely payment of fees owed shall be a condition of the Agreement, and Parties agree that failure to pay for more than sixty (60) days after the date of invoicing shall be a material and fundamental breach of this Agreement.
- Confidential Information and Disclosure
“Confidential Information” means any information, marked or otherwise, identified in writing by a Party to this Agreement as proprietary or confidential or, under the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or confidential. Confidential Information includes, without limitation, trade secrets, technology, and non-public information pertaining to either Party’s organisation, network, personnel, customers, marketing, and pricing. For the avoidance of doubt, all Purchase Orders and SOWs issued thereunder are Confidential Information.
Confidential information does not include information which:
- the Receiving Party developed independently without reference to any Confidential Information of the Disclosing Party;
- the Receiving Party knew before receiving it from the Disclosing Party;
- is or subsequently becomes publicly available other than by a breach of confidentiality; and
- is received from another source other than by a breach of an obligation of confidentiality.
- “Disclosing Party” means a Party and/or a Party’s Affiliate that discloses Confidential Information under this Agreement.
- The Receiving Party shall take reasonable precautions to safeguard the Disclosing Party’s Confidential Information up to the standard to which it protects its own Confidential Information.
- The Receiving Party shall not use the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent, except in furtherance of the relationship created by this Agreement or subsequent agreements, or disclose such Confidential Information except: (i) to obtain advice from legal or financial consultants, or (ii) if compelled by law, in which case the Receiving Party will use its best efforts to give the Disclosing Party prompt written notice of the requirement so that the disclosure can be contested. The Receiving Party shall disclose no more than the portion of the Confidential Information which it is legally required to disclose.
- The Receiving Party may only disclose the Disclosing Party’s Confidential Information to its employees, independent contractors, or consultants on a “need-to-know” basis, and subject to the confidentiality obligations imposed in this Section
- The Parties mutually agree to immediately notify each other upon discovery of any unauthorized use or disclosure of Confidential Information, and agree to cooperate in any reasonable way to help the other regain possession of the Confidential Information and prevent further unauthorized use.
- When Confidential Information is no longer necessary to perform any obligation under any agreement between the Parties, the Receiving Party shall return such Confidential Information to the Disclosing party, or destroy it at the Disclosing Party’s request.
- The Receiving Party is free to develop products independently without the use of the Disclosing Party’s Confidential Information. Neither Party may restrict or restrain the other Party’s employees and/or independent contractors from future work assignments notwithstanding such employees’ access to Confidential Information, provided such Confidential Information is not disclosed in violation of this Agreement.
- The Receiving Party may provide suggestions, comments, or other feedback to the Disclosing Party with respect to the other’s Confidential Information. Feedback is voluntary and the receiving party is not required to hold it in confidence. The Receiving Party will not disclose the source of feedback without the Disclosing Party’s consent. Feedback may be used for any purpose without obligation of any kind.
- In addition to the rights conferred on the Parties in section 6 of the TOS, Horangi may terminate this Agreement or any specific SOW issued hereunder if Client is in material and/or fundamental breach or default of any obligation that is not cured within thirty (30) days’ notice of such breach.
- Termination of this Agreement will terminate all outstanding SOWs entered into under this agreement.
- Survival. All provisions in the TOS and Standard Terms of Subscription regarding limitation of liability, warranties, indemnities, general and specific payment terms, Confidential Information, Intellectual Property, obligations on termination, this section (Miscellaneous), and any provisions specified as surviving in an SOW, shall survive termination or expiration of this Agreement and/or such SOW.
- Assignment. Neither Party may assign this Agreement or any SOW without the prior written consent of the other. Any attempt by a Party to this Agreement to assign this Agreement or any SOW shall be deemed notice of termination of this agreement, effective on the date of assignment, by the other Party.
- Entire Agreement. The terms of the Agreement between the Parties shall control in the following order: (i) Purchase Order; (ii) TOS; (iii) Standard Terms of Subscription; and (iv) any SOW issued thereunder. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party.
- No Third Party Beneficiaries. Except as expressly referenced herein, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement. Application of the Contracts (Rights of Third Parties) Act (Cap 53B) is expressly excluded.
- Severability. If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will amend the Agreement to give effect to the stricken clause to the maximum extent possible.
- Non-Impediment. Nothing in this Agreement shall be construed as precluding or limiting in any way the right of Horangi to provide consulting, development, or other services of any kind to any individual or entity (including, without limitation, performing services or developing materials which are similar to and/or competitive with the Site, the Content, the Products, and the Services).
- No Waiver of Breach. No waiver of any breach of this Agreement shall be a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
- Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement or SOW (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire or explosion; (c) war, invasion, riot or other civil unrest; (d) actions, embargoes or blockades in effect on or after the date of this Agreement; (e) national or regional emergency; (f) strikes, labour stoppages or slowdowns or other industrial disturbances; (g) compliance with any law or governmental order, rule, regulation or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary license or consent; (h) shortage of adequate power or telecommunications or transportation facilities; or (i) any other event which is beyond the reasonable control of such Party (each of the foregoing, a "Force Majeure Event"). A Party whose performance is affected by a Force Majeure Event shall give notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimise the effects of such Force Majeure Event. During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations until such time as the affected Party resumes performance. The non-affected Party may terminate any affected SOW if such failure or delay continues for a period of sixty (60) days or more and, if the non-affected Party is Client, receive a refund of any amounts paid to Horangi in advance for the affected Services.