Horangi Website T&Cs

Last updated: 15 April 2019

Welcome to the website (the “Site”) of Horangi Pte. Ltd. (“Horangi”, “we”, “our”, or “us”).

These Website Terms and Conditions (“Website T&Cs”), and any other terms and documents expressly incorporated herein, govern your access to and use of the Site and any content or functionality offered on it, including the Horangi Platform. By accessing or using the Site, you acknowledge that you have read, understood, and agree to be bound by these Website T&Cs.

If you are accessing and/or using the Site on behalf of a corporation, business or other legal entity, you represent and warrant to us that you are at least eighteen (18) years of age, legally able to enter into binding legal agreements, and have the authority to bind such corporation, business or other legal entity to these Website T&Cs. If you do not meet all of these requirements, you must not access or use the Site.

You and Horangi may be referred to individually as a “Party”, and collectively as the “Parties”.

1. Definitions

(a) “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.

(b)“Authorised User” means the user(s) authorised by Client to use the Horangi Platform on behalf of Client.

(c) “Confidential Information” means any information, marked or otherwise, identified in writing by a Party to these Website T&Cs 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, clients, marketing, and pricing. Information presented in or relating to Sales Orders, Findings, the Horangi Platform, Deliverables, our beta products and prototypes, and Access Credentials are our Confidential Information. Confidential Information does not include information which:

  • (i) the Receiving Party developed independently without reference to any Confidential Information of the Disclosing Party;
  • (ii) the Receiving Party knew before receiving it from the Disclosing Party;
  • (iii) is or subsequently becomes publicly available other than by a breach of confidentiality; and
  • (iv) is received from another source other than by a breach of an obligation of confidentiality.

(d) “Deliverables” means all reports and work products provided by or on behalf of Horangi to Client in connection with any and all Professional Services.

(e) “Findings” means, without limitation, any and all findings, issues, statistics, analyses, descriptions, recommendations, conclusions, advice, remediation instructions, reports (technical or otherwise) and other content relating to your network, environment, infrastructure or other system, presented to you and/or your Authorised Users on the Horangi Platform.

(f) “Horangi Platform” means the suite of proprietary software products provided by Horangi including, but not limited to, Trainer, Code Scanner, Warden, and Web Scanner.

(g) ”Intellectual Property Rights” or “IPRs” 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.

(h) “law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement or rule of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

(i) “Losses” means all expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal, or other), amounts paid or payable in settlement, including any interest, assessments, and all other charges paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any legal proceedings.

(j) “PDPA” means Singapore’s Personal Data Protection Act 2012 (No. 26 of 2012). The term “personal data” shall have the meaning set out in the PDPA.

(k) “Professional Services” or “Solutions” means any and all professional and consulting services provided by Horangi including, but not limited to, cyber strategy management, secure code reviews, penetration tests, vulnerability assessments, secure architecture reviews, security awareness training, and incident response.

(l) “Security Data” means any and all cybersecurity-related data, metadata, files, logs, identifiers, code, information, documents, materials and other content relating to a network, environment, infrastructure or system, submitted whether actively or passively, by a visitor, trial user, Client, or Authorised User of a Client to Horangi. Security Data does not include personal data.

2. Horangi and these Website T&Cs

(a) Horangi is a cybersecurity company headquartered in Singapore. Through the Site, we may provide you with:

  • (i) access to and use of the Horangi Platform;
  • (ii) Professional Services and Deliverables produced in connection with such Professional Services; and
  • (iii) a variety of resources and materials of a business, educational, or technical nature, whether or not in connection with the Horangi Platform and the Professional Services (the “Site Materials”).

(b) If you:

  • (i) are a visitor of the Site, your access and use of the Site shall be governed by these Website T&Cs only.
  • (ii) have registered to access and use the Horangi Platform as a trial user, your access and use of the Site and the Horangi Platform shall be governed by these Website T&Cs only.
  • (iii) have purchased access to and use of the Horangi Platform and/or our Professional Services as a Client, or are an Authorised User of such Client, your access to and use of, and our respective rights and obligations with respect to the Site, the Horangi Platform, our Professional Services, and the Deliverables shall be governed by the agreement executed between you and Horangi, comprising the applicable Sales Order (“SO”), Client Terms of Business (“Terms of Business”), and these Website T&Cs.

(c) In the event of any inconsistency or conflict between the terms of the SO, the Terms of Business, and/or these Website T&Cs:

  • (i) The terms of the SO shall prevail over the terms of the Terms of Business and these Website T&Cs to the extent necessary to resolve such inconsistency or conflict; and
  • (ii) the terms of the Terms of Business shall prevail over the terms of these Website T&Cs to the extent necessary to resolve such inconsistency or conflict.

3. Grant of License

(a) Subject to your acceptance of these Website T&Cs, your identity as defined in Section 2(b) of these Website T&Cs, and your payment of any and all applicable fees, Horangi hereby grants you a personal, worldwide, non-assignable, non-transferrable, non-sublicensable, non-exclusive and revocable licence for the sole purposes described below:

  • (i) For visitors: to access and use the Site to view the Site Materials, and to find out more about us, the Horangi Platform, and our Professional Services only;
  • (ii) For trial users: in addition to the purposes stated in Section 3(a)(i), to access and use the Horangi Platform to evaluate a potential commercial purchase for internal business purposes only; or
  • (iii) For Clients: in addition to the purposes stated in Section 3(a)(i), and to access and use the Horangi Platform, the Professional Services, and/or the Deliverable(s) provided by Horangi in accordance with the terms of your agreement with Horangi incorporating these Website T&Cs.

(b) We may, in our sole discretion, with or without notice to you:

  • (i) terminate the licence(s) granted to you under this Section 3 if you do not comply with these Website T&Cs; and
  • (ii) vary the licence(s) granted to you under this Section 3 in line with internal business needs and product direction.

4. Trial Use of the Horangi Platform

(a) As a visitor, you may sign up to evaluate the Horangi Platform as a trial user at no charge (“Trial Use”). You may, from the date you are confirmed by Horangi as a trial user and for the period of time determined by us and notified to you (the “Trial Period”), temporarily access and use the Horangi Platform in accordance with these Website T&Cs and such other terms and conditions as Horangi may impose from time to time.

(b) Trial Use is provided “as is,” and we makes no claims, representations or warranties as to the accuracy, validity, or veracity of the Horangi Platform and/or the Findings other than those expressly stated. We shall not be liable, in any way, for your Trial Use of the Horangi Platform, any results that may occur from such use, or any consequences from decisions made in reliance of your Trial Use of the Horangi Platform or the Findings.

(c) We may amend the Trial Period in its sole discretion.

5. Site Materials; Intellectual Property

(a) We are the owner or the licensee of all Intellectual Property Rights in the Site, the Horangi Platform and its related documentation, Findings, Deliverables, and all materials contained in the Site (“Site Materials”), including Site Materials owned by third parties (the “Third Party Site Materials”). Unless expressly granted in these Website T&Cs, all such rights are reserved by us.

(b) All Site Materials are provided “as is,” and we make no claims, representations or warranties as to their accuracy, validity, or veracity other than those expressly stated. We shall not be liable, in any way, for your use of the Site Materials, any results that may occur from such use, or any consequences from decisions made in reliance on these Site Materials.

(c) You acknowledge and agree that:

  • (i) certain Third Party Site Materials may not have been independently authenticated, tested, or verified in whole or in part by us;
  • (ii) where the Site contains links to other sites and resources provided by third parties, these links are provided for your information only, and that such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

(d) We reserve the right to withdraw or amend the Site, and any Site Materials we provide on the Site, in our sole discretion with or without notice to you. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site.

(e) You shall not use any of Horangi’s service or product names, logos, or trademarks, unless first expressly authorised to do so by us in writing.

6. The Horangi Platform; Security Data

(a) The Horangi Platform may only be accessed and/or used by:

  • (i) trial users, in accordance with these Website T&Cs; or
  • (ii) Clients and Authorised Users of Clients, in accordance with the terms of your agreement with Horangi incorporating these Website T&Cs.

(b) The Horangi Platform allows you and/or your Authorised Users to submit Security Data to us from time to time:

  • (i) by active submission; or
  • (ii) by configuring your network, environment, infrastructure, or other system and the Horangi Platform to allow passive submission, collection, monitoring, and/or detection by the Horangi Platform.

(c) The Findings presented to you on the Horangi Platform are obtained by collecting, correlating, characterising, and analysing Security Data submitted by you and other users of the Horangi Platform. While you retain all rights to your Security Data, by submitting Security Data to us, you grant us a limited, worldwide, non-exclusive, royalty-free, non-revocable licence (with the right to sublicense) to use, process, copy, reproduce, adapt, modify, publish, transmit, display and distribute such Security Data, in whole or in part, in any and all media, through any distribution channels, for the following purposes:

  • (i) diagnosing, analysing, correlating, characterising, preparing and populating Findings on the Horangi Platform;
  • (ii) preparing, correlating, and generating statistics and technical reports in anonymised and/or aggregated forms for purposes including, but not limited to, marketing and selling the Horangi Platform and the Professional Services;
  • (iii) testing, modifying, improving, or further developing the Horangi Platform and its functionalities;
  • (iv) facilitating, improving, developing, or providing Professional Services and other related advisory and consulting services; and
  • (v) such other purposes as reasonably required for the performance of our obligations under these Website T&Cs.

(d) Subject to 6(c) above, we will:

  • (i) maintain commercially reasonable and proportionate security measures to protect all Security Data in our possession or control from unauthorised access, use, copying or disclosure;
  • (ii) treat your Security Data as your Confidential Information to the extent necessary for us to fulfil the purposes in Section 6(c);
  • (iii) where our cloud-scanning products are concerned, not make or retain copies of any data stored within your environment or infrastructure other than Security Data; and
  • (iv) where our code-scanning products are concerned, delete the copy(ies) of source code submitted to us immediately after analysis.

(e) You acknowledge that the Horangi Platform integrates with various third-party software and products to provide a full suite of functionality to our users, and that:

  • (i) we are not responsible for any issues or loss arising from your access to, and use of, any such third-party software and products; and
  • (ii) your access to and use of any and all such third-party software and products are governed by their respective terms of service or user agreements.

(f) You are responsible for:

  • (i) configuring your own network, environment, infrastructure, or other system in order to access, use, or otherwise benefit from the Horangi Platform; and
  • (ii) any consequences arising from the active or passive submission of such Security Data to Horangi thereof, including any consequences relating to other users or third parties.

(g) We reserve the right to refuse, at our sole discretion, access to and use of the Horangi Platform to any individual, corporation, or business.

(h) For any questions or problems relating to your access to or use of the Horangi Platform, you may contact us by:

  • (i) providing us with feedback through the Site;
  • (ii) writing to us at 118A Telok Ayer Street, Singapore 068587; or
  • (iii) directly contacting your assigned Customer Success Manager (where applicable).

7. Acceptable Use Policy

(a) Your access to and use of the Site and the Horangi Platform is subject to the Acceptable Use Policy in this Section.

(b) You represent and warrant that you shall not:

  • (i) use the Site or the Horangi Platform in any way that violates any applicable law, including any and all applicable trade and export regulations;
  • (ii) use or otherwise direct us or the Horangi Platform to interact or scan IP addresses, URLs and/or domain names for which you are not expressly authorised to do so, or to circumvent the security of another party’s network;
  • (iii) employ or authorise our competitors or their employees to access or use the Horangi Platform and its functionalities;
  • (iv) except to the extent allowed under applicable law, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information relating to the Site, the Horangi Platform, or the Site Materials, or use any manual process to monitor or copy any such information for any other unauthorised purpose;
  • (v) except to the extent allowed under applicable law, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Site or the Horangi Platform, circumvent its functions, or attempt to gain unauthorised access to any part of the Site and the Horangi Platform or their related systems or networks;
  • (vi) attempt to gain unauthorised access to, interfere with, damage or disrupt any parts of the Site or the Horangi Platform, the server(s) on which they are stored, or any server(s), computer(s) or database(s) connected to them;
  • (vii) Use the Site or the Horangi Platform to conduct any benchmark or stress tests, competitive analysis on, or publish any performance data of, the Horangi Platform (provided that this does not prevent you from comparing the Horangi Platform to other products for your internal business purposes);
  • (viii) use the Site or the Horangi Platform in a manner that any exceeds any limits set by us on maximum concurrent usage or could disable, overburden, damage, or impair the Site or the Horangi Platform, including but not limited to consuming a commercially disproportionate amount of bandwidth, CPU usage, memory storage space, or any other network or system resource;
  • (ix) attack the Site or the Horangi Platform via a denial-of-service attack or a distributed denial-of-service attack;
  • (x) introduce into the Site or the Horangi Platform any malicious or technologically harmful materials including but not limited to malware, viruses, Trojan horses, worms, logic bombs, harmful software code, data, or files that may damage, interfere with, intercept or expropriate any system, data, personal information or property;
  • (xi) use the Site or the Horangi Platform to transmit, or procure the sending of, any advertising, promotional, or otherwise unauthorised material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;
  • (xii) use the Site or the Horangi Platform to impersonate or attempt to impersonate us, our employees, another user, or any other person or entity;
  • (xiii) “frame”, “mirror” or serve any part of the Site or the Horangi Platform on any web server or other computer server over the Internet or any other network;
  • (xiv) use any robot, spider, or other automatic device, process, or means (other than such application programming interfaces expressly authorised by us) to access, monitor, or otherwise copy any material on the Site or the Horangi Platform for any purpose; or
  • (xv) otherwise attempt to misuse, abuse, or interfere with the proper working of the Site or the Horangi Platform.

(c) We reserve the right to terminate your access to and use of the Horangi Platform if you violate this Section.

8. Personal Data Protection; Access Credentials

(a) Horangi Pte. Ltd. is the data controller in relation to the Site and the Horangi Platform. Please refer to our Privacy Notice, available at https://horangi.com/privacy, for more information about the personal data we collect about you and how we use it.

(b) As a trial user, Client or Authorised User of a Client, you may be asked to provide certain personal data and verification details about you in exchange for certain user identification codes, passwords, and/or other piece(s) of information (“Access Credentials”) in respect of an account (“User Account”) to use and access the Horangi Platform.

(c) By providing any personal data or related verification details to us, you acknowledge that you have read and understood our Privacy Notice, and consent to the collection, use and disclosure of your personal data by Horangi Pte. Ltd. for the purposes set out in our Privacy Notice.

(d) You agree to be responsible for providing accurate, complete, and up-to-date personal data and verification details about yourself and/or the entity or business you represent, and consent to us collecting such personal data and verification details in accordance with our Privacy Notice. You represent and warrant that you have the authority to bind such any such entity or business to these Website T&Cs.

(e) You must treat all Access Credentials as confidential, and not disclose them to any third party. You are also responsible for making all arrangements necessary to keep such Access Credentials secure, and for any and all activities that occur on the Horangi Platform using your User Account or authenticated with your Access Credentials. You agree to notify us immediately of any unauthorised access to or use of your Access Credentials or User Account, or any other breach of security. You also agree to ensure that you will exit from your User Account at the end of each authenticated session.

(f) We reserve the right to disable, restrict, suspend, or terminate any Access Credential or User Account, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Website T&Csor are misusing the Horangi Platform in any way.Where we consider necessary or appropriate, we will report any breach of these Website T&Cs to law enforcement authorities and we will cooperate with such authorities by disclosing your identity and providing any information about you within our systems to them.

(g) If you know or suspect that anyone other than you knows your Access Credentials or has access to your User Account, you must promptly notify us at dpo@horangi.com.

9. Feedback

(a) We value and welcome feedback on the Site, the Site Materials, the Horangi Platform, and the Professional Services. You agree that we are free to use, disclose, adopt and/or modify any feedback and any information (including any ideas, concepts, proposals, suggestions or comments) provided by you to use in connection with our Platform or any products or services we offer, without any payment to you.

(b) You hereby waive and agree to waive any rights to claim for any fees, royalties, charges or other payments in relation to our use, disclosure, adoption and/or modification of any of your feedback.

10. Authorisations

(a) You represent and warrant to us that:

  • (i) you have all necessary right, power and authority (third party or otherwise) to satisfy your obligations with regard to the Security Data;
  • (ii) collection of Security Data by us will not infringe your rights or those of any third party.

(b) You fully authorise and consent to us performing all features and functionalities necessary to fully enable your access to and use of the Horangi Platform and the Site. You represent and warrant to us that:

  • (i) you have full right, power and authority to consent to have us scan for vulnerabilities of the IP address and/or URL and/or domain names identified by you for scanning, whether electronically or by any other means, whether on the Horangi Platform or by any other means;
  • (ii) own the systems to be tested and/or have obtained or will obtain all necessary third party authorisation for us to scan for such vulnerabilities;
  • (iii) understand that unauthorised scanning may constitute crimes under, inter alia, the Penal Code and Computer Misuse Act of Singapore, unless expressly authorised by you; and
  • (iv) you have made all necessary system backups and implemented all necessary disaster recovery plans and procedures to return your system, network, or other infrastructure to its pre-service state.

(c) We shall not be liable for your or any third party’s data loss arising from or in connection with your access to and use of the Horangi Platform and the Site.

11. Limitation of Liability; Indemnity.

(a) We warrant that the Site and the Horangi Platform is built, and will perform its features and functionalities, according to generally accepted industry standards and practices and in accordance with these Website T&Cs. We will use commercially reasonable efforts in providing support services in connection with the Site and the Horangi Platform.

(b) THE WARRANTIES STATED IN SECTION 11(A) ABOVE ARE THE EXCLUSIVE OBLIGATIONS OF HORANGI RELATING TO THE SITE, THE HORANGI PLATFORM, AND THE SITE MATERIALS. WE DO NOT WARRANT THAT YOUR ACCESS TO AND USE OF THE SITE AND THE HORANGI PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT WARRANT THE ACCURACY, INTEGRITY OR COMPLETENESS OF THE SITE MATERIALS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, HORANGI DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS SECTION, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN. THE SITE, THE HORANGI PLATFORM, AND ALL SITE MATERIALS AND INFORMATION ARE PROVIDED TO YOU ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS. HORANGI WILL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR REFERRED TO YOU BY HORANGI OR ITS EMPLOYEES, AFFILIATES, OR AGENTS UNLESS SUCH THIRD PARTY PRODUCTS OR SERVICES ARE PROVIDED UNDER WRITTEN AGREEMENT BETWEEN HORANGI AND YOU, AND THEN ONLY TO THE EXTENT EXPRESSLY PROVIDED IN SUCH AGREEMENT.

(c) Except as otherwise specifically provided in this Section, and whatever the legal basis for your claim, our liability to you in connection with the Site and/or the Horangi Platform will be limited, to the maximum extent permitted by applicable law, to direct damages up to the amount you have paid us (where applicable) for any access or use giving rise to the claim, from the period of twelve (12) months up to the date of such claim. If you are a trial user, we disclaim all liability to you to the maximum extent permitted by applicable law.

(d) Each Party shall defend and indemnify the other Party, its Affiliates and their officers, directors, employees, agents, successors and permitted assigns from and against all Losses arising out of or resulting from any third party claim, suit, action or proceeding (each, an ”Action”) arising out of or resulting from bodily injury, death of any person; or damage to real or tangible personal property (not including loss of data), resulting from the negligent or fraudulent acts or omissions amounting to wilful misconduct of the other Party.

(e) You shall defend, indemnify, and hold us, our Affiliates, and our officers, directors, employees, agents, successors and permitted assigns harmless from and against all Losses arising out of or resulting from any third party claim (including but not limited to claims involving Intellectual Property rights infringement or breach of the PDPA or other applicable Personal Data protection legislation), suit, action or proceeding arising out of, related to, or resulting from these Website T&Cs. For the avoidance of doubt, such indemnity shall not cover third party claims for breaches of the PDPA or other applicable Personal Data protection legislation attributable to the actions of your third party vendors.

(f) Notwithstanding the provisions of this Section, if you are a government entity, any limitation of liability in this Section does not apply to the extent a court of competent jurisdiction (including any appellate court of final review) determines such limitation of liability violates the law in force in the jurisdiction applicable to you, in which case the specific limitation that the court determines is in violation of law shall be void.

(g) The limitations on and exclusions of liability for damages in these Website T&Cs apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranty, or any other legal theory.

(h) Except for any different period required by applicable law, any action arising under these Website T&Cs must be brought within two (2) years from the date that the cause of action arose.

(i) You acknowledge that the Horangi Platform may utilise automatic data processing and analysis technologies, which may include automated techniques, and which may rely on heuristics and other similar techniques, the accuracy and efficiency of which may vary or be affected by variables beyond our knowledge or control, and accordingly while we will do all things that are reasonably required to maximise the accuracy and efficiency of the Horangi Platform, technically or otherwise, Customer acknowledges that:

  • (i) the output of the Horangi Platform may contain errors and inaccuracies from time to time;
  • (ii) the Horangi Platform is not designed to be used in isolation, and you must employ other software and techniques independent of the Horangi Platform, including manual analysis and verification of the output of the Horangi Platform, to verify or contradict the accuracy of the output of the Horangi Platform; and
  • (iii) the technology that enables the Horangi Platform may, from time to time, be updated, amended, and/or modified by us, and the accuracy and efficiency of the Horangi Platform may vary from time to time.

12. Confidential Information and Disclosure

(a) For the purposes of these Website T&Cs, “Disclosing Party” means a Party and/or a Party’s Affiliate that discloses Confidential Information under these Website T&Cs, and ”Receiving Party” means a Party or a Party’s Affiliate party that receives or acquires Confidential Information and/or documents directly or indirectly under these Website T&Cs.

(b) 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.

(c) 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 these Website T&Cs 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.

(d) 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.

(e) The Parties mutually agree to immediately notify each other upon discovery of any unauthorised 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 unauthorised use.

(f) 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. However, the Receiving Party may retain any Confidential Information that (i) they are required to keep for compliance purposes under a document retention policy or as required by applicable law, professional standards, a court, or regulatory agency; or (ii) have been created electronically pursuant to automatic or ordinary course archiving, back-up, security, or disaster recovery systems or procedures; provided, however, that any such retained information shall remain subject to these Website T&Cs.

(g) 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 these Website T&Cs.

(h) 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.

(i) Each Party acknowledges that a breach of this Section shall cause the other Party irreparable injury and damage. Therefore, each Party agrees that those breaches may be stopped through injunctive proceedings in addition to any rights and remedies which may be available to the injured Party at law or in equity.

13. Termination

(a) These Website T&Cs will continue to apply until terminated by either you or us. You may stop using the Horangi Platform at any time by deactivating your User Account.

(b) We reserve the right to terminate these Website T&Cs or your User Account at any time with or without written notice to you. If we become aware of any possible violations by you in your use of the Site or the Horangi Platform, or any other provision of these Website T&Cs, we reserve the right to investigate such violations, and may, at our sole discretion, terminate or suspend your use of the Horangi Platform without prior notice to you.

(c) All provisions of these Website T&Cs that by their nature should survive termination shall survive (including, without limitation, all limitations on liability, indemnification obligations, disclaimers of warranties, governing law and dispute resolution, and intellectual property protection).

14. Miscellaneous

(a) Headings. Clause and paragraph headings shall not affect the interpretation of these Website T&Cs.

(b) References to Writing. A reference to “writing” or “written” includes e-mail.

(c) Entire Agreement. As a visitor or trial user, these Website T&Cs constitute the entire agreement between you and us concerning the subject matter of these Website T&Cs, and it supersedes, and its terms govern, all prior proposals, agreements, understandings, or other communications between the parties, oral or written, regarding such subject matter. As a Client, these Website T&Cs shall form part of, and are incorporated into, the commercial agreement comprising the SO and the Terms of Business.

(d) Assignment and Factoring. You may not assign these Website T&Cs without our prior written consent. Any attempt by you to assign these Website T&Cs without such consent may be deemed notice of termination of these Website T&Cs, effective on the date of assignment, by you. You acknowledge and agree that we may, from time to time, assign, factor, or otherwise transfer certain book debts and/or rights to receive payments under an agreement incorporating these Website T&Cs.

(e) No Third Party Beneficiaries. Except as expressly referenced herein, these Website T&Cs 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, corporation, business, or other legal entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of these Website T&Cs. Application of the Contracts (Rights of Third Parties) Act (Cap 53B) is expressly excluded.

(f) Severability. If a court holds any provision of these Website T&Cs to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will amend these Website T&Cs to give effect to the stricken clause to the maximum extent possible.

(g) Non-Impediment. Nothing in these Website T&Cs 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 developing products, performing services or developing materials which are similar to and/or competitive with the Horangi Platform, the Professional Services and/or Deliverables hereunder).

(h) Changes to these Website T&Cs and the Horangi Platform. We may amend these Website T&Cs from time to time by posting the updated terms on our Site. If we make any material changes to these Website T&Cs, we will take steps to notify you whether by email or by notification on the Site or Horangi Platform. By continuing to use the Site or the Horangi Platform after the changes come into effect, you agree to be bound by the revised Website T&Cs. You should always review these Website T&Cs prior to your access or use of the Site to ensure that you understand how the current Website T&Cs apply to your access or use thereof.

(i) Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in these Website T&Cs 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.

(j) Controlling Language. These Website T&Cs are written in, and shall be construed in, the English language. In the event that these Website T&Cs are translated into any other language, the English language version shall prevail to the extent of any inconsistency between the English language and the translated version.

(k) Waiver. No waiver of any breach of these Website T&Cs shall be a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorised representative of the waiving Party.

(l) Governing Law. These Website T&Cs are governed by the laws of Singapore.

(m) Dispute Resolution. Any dispute arising out of or in connection with these Website T&Cs (“Dispute”), 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. The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.

15. Contacting us

If you have any questions regarding these Website T&Cs, you may email us at legal@horangi.com, or write to us at 118A Telok Ayer Street, Singapore 068587.