1.1. These terms apply to the Uppsala Security Services described at [https://www.uppsalasecurity.com/en/terms] (including all associated services, features, technologies and functionalities) (“Services”) that are provided and owned by Uppsala Pte. Ltd. and its related and/or affiliated organizations (referred to as “Uppsala”, “we”, “us” and “our”). In these terms, “you”, “your” and “Customer” refers to any person and/or entity accessing or using the Service.
1.2. These terms will also apply to any updates or upgrades provided by us that replace and/or supplement the Services, unless such updates or upgrades are accompanied by separate terms in which case those separate terms shall apply.
1.3. We may amend these terms from time to time. Amendments shall take effect from the date the amended terms are published on [https://www.uppsalasecurity.com/en/terms]. If you use or access the Services after such amendments, you agree to the amended terms and to be bound by them. It is your responsibility to check for the latest version of the terms.
1.4. We may from time to time publish additional guidelines, rules, and conditions applicable to your use of the Services. You agree to comply with these additional guidelines, rules and conditions, which are incorporated by reference into these terms.
1.5. We have no obligation to provide, or continue to provide the Services, or any part thereof, now or in the future. Subject to Clause 13, we reserve the right, at any time, temporarily or permanently, in whole or in part, without prior notification and without incurring any liability to you, to: modify, suspend or discontinue the Services; restrict or modify access to the Services; and modify and/or waive any charges in connection with the Services. You are deemed to agree to such modifications if you continue the use of the Services.
|API||means the Uppsala’s Application Programming Interface language (including any accompanying documentation and any updates, upgrades, bug fixes, patches and/or enhancements as made be available from time to time) to be provided and licensed to you under this Agreement, facilitating your Customer Applications interfacing with our systems, so as to enable your access and use of the Services.|
|Customer Applications||means the software applications and systems used by Customer to send data to and receive data from, us, through the API and the Services including Sentinel Portal(https://portal.sentinelprotocol.io) such as TRDB, CATV, and CARA.|
|Intellectual Property Rights||means any and all rights existing under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.|
3. USER ACCOUNT
3.1. You are required to apply and register for an account on our platform (“User Account”) to use the Services. Separate terms and conditions govern your use of our platform and your User Account. You are required to accept those terms and conditions.
3.2. You are solely responsible for controlling access to and the security of your User Account and your security credentials (including the electronic key referred to in Clause 8.3 below). You will: (a) keep your credentials confidential and not allow any other person to access your User Account or the Services; and (b) notify us immediately if you have reason to believe that the security of your User Account or credentials has been compromised. For the avoidance of doubt, in cases where you have allowed any other person to use your User Account or have negligently or otherwise made your credentials available to other persons, you agree that you are and remain fully responsible for (a) the transactions and activities of such other persons; and (b) the consequences of any use or misuse of your User Account.
3.3. We reserve the right to monitor your usage of the Services and have the sole and absolute discretion to refuse access or use of the Services by any person (including you or any person authorized by you) at any time without having to give any reason or prior notice.
4.1. In order for us to provide the Services to you, your Customer Applications must be interfaced with our systems and applications through our API licensed to you under this Agreement.
4.2. In order to access and use the Services and API, you are required to have a compatible computing device with connectivity to the internet, and such other equipment meeting the technical specifications we may from time to time specify. You are solely responsible for obtaining suitable devices, the necessary connectivity services and/or the equipment to meet such specifications.
4.3. Your access and use of the Services is by way of a subscription in accordance with Clause 12 below. Notwithstanding your subscription, we are not liable and have no obligation to provide you with the Services if:
- 4.3.1. you breach the terms of this Agreement;
- 4.3.2. a Force Majeure Event occurs affecting our ability to provide the Services;
- 4.3.3. you fail to implement recommendations in respect of, or solutions to, issues previously advised by us;
- 4.3.4. you use the Services for purposes or in a manner for which it is not designed or intended; or
- 4.3.5. our ability to provide the Services is affected by the factors beyond our control, including the performance, or non-performance, acts or omissions of persons other than us, or the accessibility to and operations of technologies outside our control.
4.4. We are entitled to and may have any of our obligations under this Agreement performed by or through our sub-contractors. You agree to provide to our sub-contractors the same information, assistance, co-operation and access as you are required to provide to us under this Agreement.
4.5. Our Services may include references to or provide information about third parties (and/or products and services offered by such third parties). We do not endorse, and are not associated with such third parties, and are not responsible for their products and services.
5. INFORMATION THROUGH SERVICES
5.1. As part of the Services, you may request from us, information, data and conclusions (including crypto threats and scam indicators) (“Sentinel Information”). Our Sentinel Information is based on selected publicly available sources, then available to us at the point of your request. Records on such publicly available sources are updated periodically, and reasonable endeavors will be taken to ensure that our Sentinel Information is based on current records at the time of your request. Due to the large amount of data involved, errors or omissions cannot be entirely excluded. We make no representations, warranties or guarantees that the Sentinel Information is accurate, complete or up-to-date. Our Sentinel Information may not cover all information available or relevant to your request, including any particular information you may require. Our Services and Sentinel Information do not provide, or purport to provide, any professional advice, and is not to be relied upon as professional advice.
6.1. Except as indicated in our [Support Policy (available at [https://www.uppsalasecurity.com/en/support])], we have no obligation to provide any maintenance, support or other services in relation to the Services and the API, including providing any telephone assistance, documentation, error corrections, updates, upgrades, bug fixes, patches and/or enhancements. Where we provide or make available to you, any updates, upgrades, bug fixes, patches and/or enhancements in respect of the API, you shall install them and keep your installation of the API updated to the most recent release or version made available to us.
6.2. It is your responsibility to ensure that your computing resources (including all facilities, servers, networking equipment, operating systems, data storage and data processing equipment, computing environment and your Customer Applications) are and remain compatible with our API. You are responsible for ensuring the compatibility of such resources with our API (including such updates, upgrades, bug fixes, patches and/or enhancements in respect of the API that we may provide from time to time).
6.3. Your access to and/or use of the Services may be interrupted, suspended or restricted where we undertake any maintenance, support or other services in relation to the Services, or our systems supporting the Services.
6.4. Before contacting us for any support (in accordance with our Support Policy), you agree to first refer to and rely on information made available by us (including online or printed documentation) to resolve your queries or problems.
7.1. You represent, undertake and warrant that you will:
- 7.1.1. provide us with all necessary information and access to facilities, servers, networking equipment, operating systems, data storage and data processing equipment, computing environment, as may be required by us in order to provide you with the Services;
- 7.1.2. abide with all reasonable notices, instructions or directions that we may give in respect of the access and use of the Services and API, including all applicable security or encryption standards, rules, procedures and guidelines;
- 7.1.3. comply with all applicable laws and regulations with respect to your activities arising out of or in connection with your use of the Services, API and Sentinel Information;
- 7.1.4. ensure that the Customer Application does not contain any virus, Trojan horse, worm, time bomb, cancelbot, or other computer programming routine that may (i) damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; (ii) create an unusually high load on our servers or systems supporting the Services; or (iii) adversely affect or interfere with another users’ access to and use of the Services; and
- 7.1.5. ensure that your Customer Applications will not infringe any third party’s Intellectual Property Rights, and that you have obtained and will maintain all rights, permissions and licenses in respect of such Customer Applications.
8. API LICENSE
8.1. Subject to the terms of this Agreement, we grant you a limited, non-exclusive, royalty-free, non-transferable, personal, revocable, license and right, for the period of your subscription to the Services, to install and use the API for the sole purposes of your access to and use of the Services. Our API is licensed, not sold, to you, and you may only use them as permitted by this Agreement. Our licence does not transfer any title in the API to you. We retain all rights in the API and reserve all rights not expressly granted to you.
8.2. If any third-party product or services are integrated into or are components of the API, your use or access of these third-party products or services are subject to the applicable terms of the relevant third-party vendors. You agree to be bound by and to comply with these terms in your use or access of these third-party product or services. For the avoidance of doubt, we are not responsible for and provide no warranty in relation to these third-party products or services.
8.3. We will issue you a unique electronic key to access the API. You will be required to use the electronic key to access the API, including any updates, upgrades, bug fixes, patches and/or enhancements to the API that we may release from time to time.
9. USAGE RESTRICTIONS
9.1. You will use the Services, API and our Sentinel Information only as permitted by this Agreement. You will not (and will not cause, permit or assist a third party to):
- 9.1.1. modify, adapt, improve, enhance, alter or create derivative works of the API;
- 9.1.2. reproduce, republish, post, transmit, communicate, distribute, use or otherwise exploit any the Services, API and our Sentinel Information, except as may be permitted under this Agreement;
- 9.1.3. use or merge the Services and API, or any component thereof, with other software, databases or services (except your Customer Applications) not authorized by us;
- 9.1.4. sublicense, lease, rent, assign, distribute, repackage, rebrand, sell or otherwise transfer the Services, API or our Sentinel Information, or any component thereof, to any third party;
- 9.1.5. make available or use the Services, API or our Sentinel Information, as part of a service bureau, in connection with your products or services, or in a product or service that competes with our products or services;
- 9.1.6. develop, distribute or sell any product or service capable of launching, being launched from or is otherwise integrated with the Services or API;
- 9.1.7. reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code or structure of the API;
- 9.1.8. maintain a cache or store using any kind of storage of any set or subset of data accessed using the Services, or our Sentinel Information;
- 9.1.9. use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine", “crawl” or in any way gather the data of the Services or our Sentinel Information, or reproduce or circumvent the navigational structure or presentation of the Services without our express prior written consent;
- 9.1.10. circumvent, or attempt to circumvent, any authentication, security or protection measures in place to regulate or control the access to and use of the Services, including accessing data and/or information not intended for you, logging into an account you are not expressly authorized to access or in a manner which is not authorized by us, or using any kind of program, script, command or application designed to, in any manner interfere with the Services or the use of the Services by any person;
- 9.1.11. interfere or attempt to interfere with the Services including, "denial of service attacks", "flooding" of networks, deliberate attempts to overload a service, attempts to "crash" us, taking any action that imposes an unreasonable or disproportionately large load on the services provided by us or the associated infrastructure, or introducing into our systems, viruses, worms, defects, trojan horses, malware, or any items of a destructive nature;
- 9.1.12. use the Services, API or Sentinel Information in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, hacking/surveillance/interception/descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and accessories;
- 9.1.13. use the Services in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the documentation provided to you in connection with this Agreement;
- 9.1.15. remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the API or our Sentinel Information.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. The Services, API, CATV, CARA and our Sentinel Information (including all its contents and components, source and object codes, format, directories, queries, algorithms, structures and organizations), are proprietary to us, and all Intellectual Property Rights associated therewith, whether registered or not, are protected by law and owned by or licensed to us. Except for the limited rights expressly granted to you under this Agreement, you acknowledge that you have no right, title, interest in and to the Services, API, CATV, CARA and our Sentinel Information, and agree not to challenge the validity of our ownership of or rights to them.
11. SECURITY AND RISKS
11.1. Where appropriate, we use available technology to protect the security of communication made through the Services. To the maximum extent permitted under applicable laws, we do not accept liability for the security, authenticity, integrity or confidentiality of any transactions and other communications made through the Services.
11.2. Internet communications may be susceptible to interference or interception by third parties. You acknowledge that there are inherent risks (including risks related to security, authenticity, integrity and confidentiality) in electronic communications, messaging and conducting transactions over electronic networks. We expressly disclaim any liability for such risks, which you agree to assume.
12. SUBSCRIPTION AND PAYMENTS
12.1. The Services are only available if you have an active paid subscription with us. Information on our current paid subscription plans, the subscription fees, and the Services that we may provide to you with such associated subscription plans, may be found sending email to email@example.com or firstname.lastname@example.org. We may change our plans and fees from time to time. The changes will take effect when notified to you; provided that if you have an active paid subscription, any changes in our subscription fees will only take effect from your next billing cycle.
12.2. You are required to pay the subscription fees corresponding to your selected subscription plan, in accordance with the stipulated payment method and process, or as otherwise agreed between Parties. All subscription fees are billed and payable in advance.
12.3. Notwithstanding Clause 12.1 above, we may offer you a free trial of the Services. The free trial period shall last for such period as may specify to you during your sign up of our subscription. We will charge you the subscription fees in accordance with Clause 12.2 above at the end of the free trial period. If you do not wish to proceed with your paid subscription upon the expiry of the free trial period, notwithstanding Clause 13 below, you must terminate this Agreement by providing us with at least [SEVEN (7) days] written notice.
12.4. You are required to provide us with valid payment details (e.g. credit card information) corresponding to your selected payment method. You authorize us to charge the fees for your selected subscription plan to you, using the payment details provided. Any taxes or transaction fees arising in connection with your select payment method shall be borne by you, and may be charged together with the subscription fees.
12.5. Your subscription commences only when we receive payment of the applicable subscription fees. Your subscription will renew automatically, at intervals corresponding to your selected subscription plan, until your subscription is cancelled. You will be billed for the applicable subscription fees according to such intervals.
12.6. You may cancel your subscription at any time by contacting us at [email@example.com]. Upon cancellation, your subscription will continue until the end of the subscription period for which we have received your payment.
12.7. We may at any time terminate or suspend your subscription if we have not received payment of the applicable subscription fees. We may also terminate your subscription in accordance with Clause 13 below. In the event we terminate your subscription without cause, you may seek from us a refund of your subscription fees, pro-rated with respect to the fees paid and the remaining period of subscription. Except as provided above, to the maximum extent permitted by applicable law, all subscription fees paid are non-refundable.
13. TERM AND TERMINATION
13.1. This Agreement will commence on the Effective Date and will continue in force thereafter, unless terminated as provided herein.
13.2. We reserve the right to terminate your access to and/or use of the Services, and/or any licence or right that we grant to you, and without liability to you:-
- 13.2.1. without cause by providing you with THIRTY (30) days prior notice;
- 13.2.2. immediately without prior notice, if:
- a) you are in breach or will be in breach of these terms, and if the breach is remediable you have not remedied the breach to our satisfaction and within such time that we may reasonably stipulate;
- b) you have used or are using the Services, API or our Sentinel Information for any illegal or impermissible purpose or activity including any activity which may expose or potentially expose us to civil or criminal liability;
- c) we deem fit to do so for security reasons, or to protect our interests, or the interests of other users of the Services;
- d) we determine that your subscription is inactive;
- e) a Force Majeure Event continues for more than one (1) month; and/or
- f) we are required to do so in compliance with any applicable law, or regulation, or we are ordered to do so by any enforcement, regulatory or other governmental authority.
13.3. You have the right to terminate this Agreement at any time by providing us with at least THIRTY (30) days’ written notice.
13.4. Upon the termination or expiry of this Agreement, for any reason:
- 13.4.1. your subscription to the Services and your us of such services, the API and to receive Sentinel Information, shall terminate; and;
- 13.4.2. you shall comply with our instructions relating to the termination; and
- 13.4.3. all outstanding fees and other amounts due under this Agreement shall become immediately due and payable.
13.5. The termination or expiry of this Agreement shall be without prejudice to either party’s accrued rights and remedies. The provisions of this Agreement which, by their terms, require performance or have application after the termination or expiry of this Agreement (including Clauses 10, 14 and 17), shall survive the termination or expiry of this Agreement.
14.1. Your access to and use of the Services, the API and our Sentinel Information is voluntary and at your sole risk. Our Services, the API, and our Sentinel Information are provided on an “as is” and “as available” basis without warranty of any kind. We expressly disclaim all warranties of any kind with respect to the Services, the API and our Sentinel Information, whether express, implied, or statutory, including, but not limited to the implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, or warranties arising from course of performance, course of dealing or usage in trade. To the maximum extent permitted by applicable laws, we disclaim all liability and you are solely responsible for your reliance on the Services, the API and our Sentinel Information, and any liability, loss or damage that you may incur through such use or reliance.
14.2. To the maximum extent permitted under applicable laws, we make no guarantee, representation or warranty:
- 14.2.1. that we will find any or all of the published information in connection with any crypto threats and scam indicators, and disclaim all liability for the accuracy, completeness or currency of our Sentinel Information;
- 14.2.2. regarding the truth, accuracy, or effectiveness of our Sentinel Information, or that reliance on our Sentinel Information will lead to any particular result, goal, outcome, achievement, or objective;
- 14.2.3. regarding the timeliness, reliability, accuracy, completeness, accessibility, quality, fitness for a particular purpose, operation, or usefulness of any portion of the Services and API;
- 14.2.4. regarding the availability or appropriateness of the Services and API;
- 14.2.5. that the Services and API or your use thereof, will not infringe the intellectual property or other proprietary rights of any third party;
- 14.2.6. that the Services and API will be error-free, unhackable, uncompromisable and/or free of any data breach or unauthorized access (inadvertently or intentionally through interference or interception by third parties);
- 14.2.7. that the Services and API will be free of infection by viruses, bugs, Trojans, malware or other harmful codes, software or components of bugs;
- 14.2.8. that the Services and API will not cause damage to your devices or operating systems;
- 14.2.9. that any errors in the Services and API will be corrected.
14.3. To the maximum extent permitted under applicable laws, we will not be liable for any loss, damage, expenses or costs:
- 14.3.1. that you may incur as a result of your using or relying on any data, conclusion, statement, opinion, representation or information provided to you through the Services and our Sentinel Information;
- 14.3.2. resulting from any delay in operation or transmission, communication failure, Internet access difficulties or malfunction of equipment or software;
- 14.3.3. arising out of or in connection with any unauthorized access to your User Account, or unauthorized usage of your security credentials; and/or
- 14.3.4. arising out of or in connection with third party technologies that are used or supported on the Services and API.
14.4. In no event will we be liable for any of the following types of loss or damage arising out of or in connection with this Agreement, the Services, API, or our Sentinel Information, even if we have been advised of or knew of or should have known of the possibility of such loss or damage: (a) loss of profits or loss of expected revenue, anticipated savings or gains; (b) loss of or damage to reputation, goodwill, business, opportunities, customers, contracts, interruption of business; (c) loss of use of hardware, software or data or corruption of data (including losses or damages arising out of or relating to any inaccuracy, defect or omission of any data, any error or delay in the transmission of such data, or any interruption in such data); and (d) any indirect, special, incidental or consequential damages of any character.
15. LIMITATION AND INDEMNIFICATION
15.1. To the maximum extent permitted under applicable laws, if in connection with this Agreement, the Services, API, or our Sentinel Information, we (including our related companies, subsidiaries, affiliates, and each of our respective officers, directors, shareholders, employees and agents) are held liable to you for whatever reason, the aggregate liability (regardless of the number of claims) shall be limited to and will not exceed an amount greater than the subscription fees paid by you to us in the [SIX (6) months] period preceding the incident or event giving rise to our liability. This limitation applies to all causes of action in the aggregate including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentations and any other torts.
15.2. You agree to indemnify, defend, and hold harmless us (including our related companies, subsidiaries, affiliates and each of our respective officers, directors, shareholders, employees, agents, sub-contractors and licensors) (collectively, the “Indemnified Persons”) in respect of any and all claims, suits, losses, liabilities, costs, expenses (including legal costs on a full indemnity basis), damages, and liabilities (whether criminal or civil) and costs of settlement suffered or incurred by the Indemnified Persons or asserted against them in respect of:
- 15.2.1. any unauthorized access and use of the Services and API by you;
- 15.2.2. your violation of the rights of others, including any alleged infringement or infringement of any third-party intellectual property rights by your Customer Applications;
- 15.2.3. your breach of any of the terms of this Agreement;
- 15.2.4. our reliance on information, data or records provided by you;
- 15.2.5. any dispute between you and a third party arising out of or in connection with your use or reliance on the Services, the API or our Sentinel Information; and/or
- 15.2.6. the occurrence of any event due to your act, omission or default which compromises the security or integrity of the Services, or our systems supporting the Services.
15.3. In relation to any claim pursuant to which we are indemnified under this Agreement:
- 15.3.1. we will notify you of such claims within a reasonable time;
- 15.3.2. we will have the right, but not the obligation, to participate in any contest, defense or litigation of such claims through counsel of our choosing at your expense;
- 15.3.3. you will not enter into any settlement, agreement, arrangement or compromise that would have a material or adverse effect on us, without our prior consent; and
- 15.3.4. we will co-operate with you, at your expense, in defending or settling such claims.
16. FORCE MAJEURE
16.1. We are not liable for any loss, damage or penalty resulting from delays or failures in performance if the delay or failure results from events beyond our reasonable control (a “Force Majeure Event”). Force Majeure Events shall include, but are not limited to, acts of God, war, hostility, invasion, act of foreign enemies, rebellion, revolution, riots, civil war, disturbances, requisitioning or other acts of civil or military authority, laws, regulations, acts or orders of any governmental authority, body, agency or official, fires, inclement weather, rain or floods (however caused), strikes, lock-outs or other labour disputes, epidemics, outbreaks, embargoes, breakdown of equipment, plant or machinery (including, but not limited to, data centre, telecommunications systems and utility services) or other catastrophe.
17.1. You shall, at all times, keep confidential all information provided by us or on our behalf that is marked or is by its nature confidential or proprietary (“Confidential Information”). You shall not disclose or permit to be disclosed the Confidential Information to any third party without our prior written consent. These obligations of confidentiality do not apply to information that is publicly available, already in your possession without confidentiality restrictions or required to be disclosed by order of a court or the relevant governmental authorities.
18.2. You consent to receiving electronic communications (including through SMS, MMS, text messages and/or other electronic means) associated with your use of the Services.
18.4. You consent to us collecting and using your device’s technical data and associated information. Such technical data do not include personal information and may be used by us to facilitate the provision and improvement of the Services, software updates, product support and other services associated with the Services.
19.1. The relationship of the Parties under this Agreement is that of independent contractors. Neither Party will be deemed to be an employee, agent, partner nor legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.
19.2. We may assign our rights and duties hereunder to any third party at any time without consent or notice to you. You shall not assign these terms or any rights or obligations herein without our prior written consent.
19.3. Any waiver of the provisions of this Agreement or of a Party’s rights or remedies under this Agreement shall be in writing. Failure, neglect, or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such Party’s right to take subsequent action. No exercise or enforcement by either Party of any right or remedy under this Agreement will preclude the enforcement by such Party of any other right or remedy under this Agreement or that such Party is entitled by law to enforce. In the event any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the other provisions contained herein will remain in full force and effect. This Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect to said subject matter. This Agreement may not be amended, except by a writing signed by both Parties. Other than the Indemnified Persons, a person who is not a party to these terms shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce these terms.
19.4. This Agreement will be interpreted and construed in accordance with the laws of the Republic of Singapore, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the non-exclusive jurisdiction of the courts of Singapore, and each Party hereby consents to the personal jurisdiction thereof. Any cause of action or claim you may have in connection with this Agreement and the Services must be commenced within ONE (1) year from when the cause of action or claim arises.
19.5. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement.