TERMS AND CONDITIONS OF USE OF SERVICE


1.
Definitions & Interpretation

1.1


Unless the context otherwise requires, the following expressions have the following meanings:

"Agreement" means these Terms and Conditions of Use of Service (including all attachment(s) and usage guidelines that may be published from time to time by JOX) and any amendments and supplements thereto as may be made from time to time by JOX in accordance with Clause 5.

"GST" means the goods and services tax imposed by the Republic of Singapore.

"Intellectual Property Rights" includes any patent, copyright, registered design, trade name, trade mark, service mark, logo, trade dress or other industrial or intellectual property right and applications for any of the foregoing.

"Loss" includes all losses, liabilities, judgements, suits, actions, proceedings, claims, damages, costs (including legal fees on a full indemnity basis) and includes without limitation claims made by third parties and claims for defamation, infringement of Intellectual Property Rights, death, bodily injury, wrongful use of computers, unauthorised or illegal access to computers (including but not limited to hacking), property damage or pecuniary losses howsoever arising.

"Parties" means JOX and the Trader and "Party" shall mean any one of them.

"Products" means any research, recommendation, advice, information, instrument, goods, substances (including oil in whatsoever form, whether fixed, non-volatile, essential, mineral or synthetic) and/or services offered by and to Users herein on the Website.

"Registration Form" means the form that has to be completed by the Trader in order to register for the use of the Service.

"Registration Information" means any and all information provided by the Trader in the Registration Form.

"Japanese Yen" and "(Yen)" mean the lawful currency of Japan.

"Users" shall mean the persons who use the Service (including the Trader) and "User" shall mean any one of them.

"Website" means the web site operated and maintained by JOX on the Internet located at the domain name j-oilexchange.com or any replacement or successor domain name.


1.2
In this Agreement, unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include bodies corporate, unincorporated associations and partnerships. The headings contained herein are inserted for ease of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement. References in this Agreement to Clauses are references to the clauses of this Agreement.

2.
Registration

2.1


To induce JOX to accept its registration, the Trader hereby represents and warrants that:

(a) it is a company duly organised and validly existing under the laws of the country / state where it are incorporated / organized;

(b) it is a company which is engaged in the business of oil trading and/or banking (whether as its principal activity or otherwise); and

(c) upon successful registration, it shall use the Service to conduct trading solely on its own behalf, and not on the behalf of any third party;

unless JOX waives such representations and warranties.


2.2


In consideration for the Service, the Trader agrees to:

(a) provide true, current, complete, and accurate information about the Trader as prompted to do so;

(b) maintain and update such Information as required to keep it true, current, complete and accurate;

(c) be solely responsible for the necessary set-up, configuration or compatibility of its hardware, equipment and software for access to and use of the Service (including such changes as may be made to the Service by JOX from time to time);

(d) comply with all the rules of any network or connection provider through which the Trader accesses the Service;

(e) pay any charges, fees or the like associated with such access to the Service; and

(f) be solely responsible for all information retrieved, stored and transmitted through, from or to the Service by it.

2.3
If any Registration Information provided by the Trader is untrue, inaccurate, not current or incomplete at the time it is provided, or if the Trader fails to comply with Clause 2.2(b), JOX retains the right to terminate the Trader's account and rights to use the Service and to refuse any and all current or future use of the Service. JOX may treat the Registration Information as up to date until notice to the contrary is received by JOX from the Trader.

3.
Service

JOX presently provides three types of trading sites They are: - SWAP, Japan Oil Forwards Trading (Fixed) and Japan Oil Forwards Trading (Floating). Trader Members can access and use the on-line trading sites as traders to trade the contracts or effect the trading permitted by each site but subject to the terms herein (supplemented, where relevant by terms for any specific site or contract) as from time to time revised and updated by JOX.

4.
Fees

4.1


The Trader shall promptly pay JOX the charges and fees as set out below:

(a) Basic yearly registration fees includes single log-in ID : 700,000Yen per annum (the "Basic yearly registration fees");

(b) Additional log-in ID fees (ie. second log-in ID and more): 200,000Yen per log-in ID per annum (gAdditional log-in ID fees);

(c) Basic yearly registration fees and Additional log-in ID fees shall be pro-rated for mid-year registration and mid-year withdrawal as follows:

(unit : Yen)
Single ID Entry Month Withdrawal Month (refund amount) Second ID Entry Month Withdrawal Month (refund amount)
January 700,000 550,000 January 200,000 150,000
February 650,000 500,000 February 200,000 150,000
March 600,000 450,000 March 200,000 150,000
April 550,000 400,000 April 150,000 100,000
May 500,000 350,000 May 150,000 100,000
June 450,000 300,000 June 150,000 100,000
July 400,000 250,000 July 100,000 50,000
August 350,000 200,000 August 100,000 50,000
September 300,000 150,000 September 100,000 50,000
October 250,000 100,000 October 50,000 0
November 200,000 50,000 November 50,000 0
December 150,000 0 December 50,000 0


Processing Fees

For JOF(Fixed) and JOF(Floating)

—Fifty Japanese Yen (50Yen) per kilolitre for Barge Transaction Volume
—One hundred Japanese Yen (100Yen) per kilolitre for Rack Transaction Volume

For SWAP

Fifteen Japanese Yen (15Yen) per kilolitre for Transaction Volume

For the purposes of this Clause 4.1, the following expressions have the following meanings:

"Transaction" means any "bid to buy" or "offer to sell" posted by the Trader within the Website that results in a concluded contract between the Trader and any other trader registered with JOX; and

"Transaction Volume" means the total volume of Transactions conducted within any given calendar month, such volume being measured in kilolitres.


4.2
The Fees shall be payable within thirty (30) days from the date of the invoice(s) or such other date as may be agreed by the Parties.

4.3
All Fees are subject to taxes where applicable, including GST. All taxes payable by the Trader to JOX shall be borne solely by the Trader and shall accompany payment of the Fees. Otherwise, all Fees shall be paid by the Trader free of any restriction or condition, and free and clear of and without any deduction or withholding for or on account of any tax and without deduction or withholding on account of any other amount, whether by way of set-off or otherwise.

4.4
All payments, which are non-refundable, are to be made in one lump sum; in Japanese Yen or in any other prescribed currency, by way of international telegraphic transfers or such other modes as may be prescribed by JOX from time to time, and addressed to the account of "J-Oil Exchange Pte Ltd".

4.5
If any sum payable to JOX under this Agreement is in arrears after it becomes due and payable, JOX may, upon fourteen (14) days written notice to the Trader, charge interest on such sum, on a day-to-day basis, from the expiry of the notice period to the date of actual payment at the rate of one percent (1%) per month.

4.6
JOX reserves the right to increase the Fees and any component thereof upon giving notice to the Trader.

5.
Modifications to Agreement


5.1


JOX reserves the right to change or modify all or any part of this Agreement from time to time. Upon any change in this Agreement, JOX will notify the Trader either by:

(a) posting the changes as a start-up screen prior to the Trader's subsequent use of the Service;

(b) e-mail; or

(c) such other reasonable mode of notification that it may in its sole discretion choose to adopt.


5.2
In the event of any notification, whether by means stated in Clause 5.1(a), 5.1(b) or 5.1(c), the Trader's continued use of the Service after receipt of such notification shall constitute an affirmative acknowledgement by the Trader of this Agreement and its modifications and agreement by the Trader to abide and be bound by this Agreement and its modifications.

6.


Modifications to Service

JOX reserves the right (but shall not be obliged), if it deems in its sole discretion appropriate, to modify, change, vary, perform maintenance services, update, upgrade or discontinue the Service, temporarily or permanently, at any time, including but not limited to the removal of content or postings and the blocking or filtering of data, without notice to the Trader. The Trader acknowledges and agrees that JOX shall not be liable to the Trader or any third party for any modification or discontinuance of the Service howsoever caused.


7.
Data Protection, Confidentiality and Security Policy

7.1
As information transmitted through the Internet in general is not confidential, JOX cannot and shall not guarantee the privacy, confidentiality or protection of the Trader.

7.2
Nevertheless, other than the information which is maintained as private under the Data Protection, Confidentiality and Security Policy, which is incorporated by reference into this Agreement, any information and/or communication by the Trader on the Website is public and not private.

8.
Trader Account, Password and Security

8.1


The Trader shall select a username and password and receive an account designation upon completion of the registration process. The Trader agrees to:

(a) be solely responsible for and take all measures and steps to maintain and protect the confidentiality of its password (including but not limited to changing its password from time to time);

(b) take all measures and steps to prevent any unauthorised use of its account;

(c) taking all measures and steps to prevent publication of its password;

(d) be solely responsible for any and all activities which occur and/or any and all messages, information and other materials furnished, created and/or posted under its account;

(e) immediately notify JOX if it becomes aware of or has reason to believe that there is any unauthorised use of its account or any other breach of security, to co-operate with JOX in all such security investigations and to indemnify, defend and hold JOX harmless for any Loss arising from such use or misuse;

(f) comply with all notices, directions, instructions and any usage guidelines in respect of the use of the Service that may be published from time to time by JOX; and

(g) obtain the prior written consent of JOX if it reasonably contemplates using the Service for any activity that would or is likely to generate a change in traffic in excess of its normal usage.


8.2
The Trader acquires no rights to its username or password selected by it or assigned to it by JOX and JOX reserves the right to change the same as its sole discretion without being liable to the Trader for any Loss howsoever suffered.

8.3
While JOX agrees to use its best endeavours to maintain the highest level of security possible in the provision of the Service (in accordance with its Security Statement), the Trader agrees that given the uncertain nature of the Internet, use of the Service is at the Trader's sole risk.

9.
Links

9.1

The Service may provide links to other web sites or resources as a convenience to the Trader. The Trader acknowledges and agrees that JOX is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.

9.2
The Trader agrees that JOX shall not be responsible or liable, directly or indirectly, for any Loss caused or alleged to be caused by or in connection with any use of or access to such external sites or resources, or use of or reliance on any such content, goods or services available on such external sites or resources.

9.3
As JOX does not monitor or review the content of such other web sites or resources, the Trader agrees that its access by hyperlink to these third party sites is at its own risk.

10.
Advertisements

10.1
JOX may attach banners, Java applets and/or such other materials for the purposes of advertising the Service or JOX's and/or any third party's products and/or services ("Advertisements").

10.2
For the avoidance of doubt, the Trader shall not be entitled to receive any payment, fee and/or commission in respect of the Advertisements.

10.3
The Trader acknowledges and agrees that any correspondence and/or participation with advertisers promoting their products/services on the Service ("Advertisers"), including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence and/or participation, are solely between the Trader and the respective Advertisers.

10.4
JOX shall not be liable or responsible for any Loss incurred as a result of such correspondence and participation or as a result of the presence of Advertisements and/or Advertisers on the Service.

11.
Proprietary Rights

11.1
The Trader acknowledges and agrees that the content, including but not limited to text, software (including any hypertext markup language, Java script, Java, common gateway interface script or any other computer code), music, sound, photographs, video, graphics, graphical user interface, forms, logos, icons, diagrams or other material presented by JOX in the Service or by Advertisers in Advertisements or commercially produced information presented to the Trader by the Service ("Content"), is the exclusive property of JOX or the Advertisers as the case may be.

11.2
Furthermore, the Trader acknowledges and agrees that the collection, arrangement, and assembly of all Content on the Website constitutes a compilation and is the exclusive property of JOX.

11.3


The Trader agrees that:

(a) JOX permits access to Content that is protected by Intellectual Property Rights;

(b) these Intellectual Property Rights are valid and protected in all media and technologies existing now or later developed;

(c) it is only permitted to use this Content in furtherance of its participation under this Agreement unless expressly authorised in writing to do otherwise by JOX;

(d) except as explicitly provided otherwise, this Agreement and applicable copyright, trademark and other laws govern the Trader's use of the Content;

(e) this Agreement or access to the Service does not transfer any right, title or interest in the Service or the Content to the Trader; and

(f) it is prohibited from copying, reproducing, re-transmitting, offering, distributing, publishing, commercially exploiting, creating derivative works from this Content or otherwise transferring any material subject to any Intellectual Property Rights not belonging to the Trader.


12.

Trader Obligations

12.1
The Trader agrees to comply with the directions and/or instructions, including any usage guidelines, issued by JOX from time to time in respect of the use of the Service. The Trader further agrees to abide by all applicable local, state, national, and international laws and regulations in the Trader's use of the Service. The Trader agrees to be solely responsible for the Trader's actions and the contents of the Trader's transmissions through the Service.

12.2


As JOX affords the Trader the privilege to use the Service (which includes setting up Discussion Forums and Message Boards and posting of content thereto), the Trader shall adhere to the following conditions:

(a) The Trader shall access the Service, and where so necessary, access the Service via its account, by using its issued username and password;

(b) The Trader shall appoint such individual(s) as set out in Clause 13 to access and use its account and the Service on its behalf;

(c) The Trader shall take all such measures and steps as may be necessary (including but not limited to changing its password from time to time and immediately changing its password upon the cessation of the appointment of such individual(s) under Clause 12.2(b)) to protect its username and/or password and to prevent unauthorised use of its account and publication of its username or password;

(d) The Trader shall not reveal or share with any third party its username and/or password except (in the case of a body corporate) such individual(s) appointed under Clause 12.2(b) who must be subjected to the same if not more stringent obligations as set out in this Agreement;

(e) The Trader shall not impersonate any person or entity or falsely state or otherwise misrepresent the Trader's affiliation with any person or entity, including impersonating any employee, officer, agent, consultant, subsidiary, associate or affiliate of JOX;

(f) The Trader shall comply with all relevant laws (including laws of the Trader's country of incorporation), in particular laws relating to the the transmission of any content and export and import of technical information, goods, products and services to and from the Trader's country through the Service;

(g) The Trader shall be the only party responsible for the content and consequences of its data, messages and the like;

(h) The Trader shall not interfere or disrupt other computer systems or networks howsoever linked or connected to the Service;

(i) The Trader shall not attempt to gain unauthorised access to other computer systems or networks howsoever linked or connected to the Service;

(j) The Trader shall comply with all requirements, regulations, policies and procedures of networks howsoever linked or connected to the Service. The Trader agrees not to use the Service to collect or harvest personal information, including, without limitation, financial information, about other Users;

(k) The Trader shall not use any other User's information, personal or otherwise, for any commercial purpose (other than transactions or activities arising out of use of the Service) or to obtain direct financial gain (e.g. mass marketing);

(l) The Trader shall not use the Service for chain letters, junk mail, "spamming", solicitations (commercial or non-commercial) or bulk communications of any kind including but not limited to distribution lists to any person who has not given specific permission to be included in such a list;

(m) The Trader shall not upload or distribute in any way files that contain viruses, corrupted files, or any other similar software, programmes, macros or files that may damage the operation of another's computer;

(n) The Trader shall not use the Service and/or Website for any unlawful or illegal purposes, including the offering, distribution or sending of any illegal material of any kind (including but not limited to illegal material in the form of text, graphics, video, programmes or audio and "pirated" versions of the same);

(o) The Trader agrees not to use the Service to send, post, promote or transmit on any place on the Website, any message or material that is unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, hateful, vulgar, obscene, profane, threatening, racially or ethnically offensive or otherwise as determined by JOX in its sole discretion to be objectionable. This prohibition includes material of any kind or nature that encourages conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law or regulation. JOX reserves the right to delete any such material from the Website;

(p) The Trader shall not use any username of any kind which JOX may at any time determine in its sole discretion to be inappropriate;

(q) The Trader shall not interfere with another User's use and enjoyment of the Service;

(r) The Trader shall not use the Service to engage in surveys, contests, or chain letters;

(s) The Trader shall not use the Service for any commercial purpose other than envisaged under this Agreement or for soliciting other Users to join or use other competitive online services;

(t) The Trader agrees that other than the communications and information which is maintained as private under Clause 7, all other communications and information are public and not private;

(u) The Trader agrees that JOX retains the right to change or remove at any time, without notice, any name, subject heading, title or material found in any part of the Service. Notwithstanding this, the Trader agrees that JOX is under no obligation whatsoever to change or remove any name, subject heading, title or material that the Trader may find objectionable or offensive;

(v) The Trader agrees that JOX retains the right to remove at any time, without notice, any message, posting or content for any reason. Notwithstanding this, the Trader agrees that JOX is under no obligation whatsoever to delete any message, posting or content that the Trader may find objectionable or offensive;

(w) The Trader agrees that JOX may procure a licence or other permission to use or otherwise deal with any posted materials as described below for the purposes of providing the Service, operating and maintaining the Website and such other acts as may be necessary or expedient for JOX to discharge its obligations under this Agreement. The Trader also agrees that the Trader will not acquire any Intellectual Property Rights by uploading or downloading such materials;

(i) By submitting content, which shall include the Trader's username, to the Website, the Trader warrants that it is the lawful holder of any Intellectual Property Rights in the said content;

(ii) If the Trader is not the lawful holder of the Intellectual Property Rights in the content it submits to the Website, the Trader warrants that the true holder of the said Intellectual Property Rights has validly and irrevocably granted to the Trader the right to deal with the same as envisaged under this Agreement; and

(iii) Subject to the foregoing sub-paragraphs, the owner of such content placed on the Website retains any and all Intellectual Property Rights that may exist in such content;

(x) The Trader acknowledges and agrees that JOX neither endorses the contents of any User's communications nor assumes any responsibility for any threatening, libellous, obscene, harassing or offensive material contained therein, any infringement of third party Intellectual Property Rights arising therefrom or any crime facilitated thereby;

(y) In the event that the Trader posts or makes accessible communications or materials which infringe the Intellectual Property Rights of any third party or violate any applicable local, state, national or international law or regulation, JOX shall have the right to terminate the Trader's accounts and right to use the Service and to refuse the Trader access to the Service with immediate effect without notice to the Trader; and

(z) All correspondence should be addressed to JOX's "Designated Agent to Receive Notification of Claimed Infringement" at legal@j-oilexchange.com. The Trader may contact JOX with complaints regarding allegedly infringing or offensive posted material and JOX may investigate those complaints in its sole discretion. If the posted material is believed in good faith by JOX to violate any applicable laws, JOX shall have the right to remove or disable access to any such material and to notify the Trader that the material has been blocked or removed.


12.3


The Trader agrees that by registering for the Service, it agrees and undertakes to be solely responsible for the following:

(a) (in addition to its obligations under Clause 2.1) providing, maintaining and updating the following information:

(i) payment modes and schedules;

(ii) banking-related information needed for trading and payment;

(iii) delivery policy;

(iv) return/refund policy;

(v) contact numbers (telephone number or e-mail address);

(vi) export and import restrictions (if any); and

(vii) any other information which JOX may at any time reasonably prescribe; and

(b) adhering to any usage guidelines that may be published at any time from time to time by JOX.

If there is any non-compliance with Clauses 12.3(a) and/or 12.3(b), the Trader agrees that it shall be solely responsible and liable for any appropriate measures taken in response to such non-compliance. In addition, the Trader agrees to indemnify and keep indemnified JOX for any Loss that it may sustain as a result of such non-compliance.


12.4

JOX may, at its sole discretion, immediately terminate the Trader's access to the Service should the Trader's conduct fail to conform to any of the provisions of this Clause 12.

12.5
All transactions (including the posting of offers, matching process, confirmation process and settlement process) conducted on this Website are subject to any usage guidelines, which are incorporated herein by reference, that may be introduced by JOX at any time from time to time.

12.6
The contracts for the sale and/or purchase of Products, their delivery and their provision shall be a matter distinct from this Agreement and shall be governed by a separate agreement or separate agreements, as the case may be, to be entered into between the Trader and the relevant User(s). JOX shall remain independent from any disputes or claims arising out of any transaction facilitated in whole or in part by the Service, and among other things, shall not act as a representative, arbitrator or investigator for any involved party.

12.7
The possession, distribution, circulation, importation or other dealings with the Products may be subject to the laws and regulations of some countries and jurisdictions. It is the Trader's responsibility to ensure that any such dealings with the Products is in compliance with all applicable laws and regulations of the relevant countries and jurisdictions, including such licensing, intellectual property, taxation, revenue, customs, import and export control laws of such relevant countries and jurisdictions, and to observe all such laws and regulations.

13.
Trading Manager's and Authorised Users' Responsibilities

13.1
The Trader shall appoint an individual ("Trading Manager") to manage the Trader's account but the Trader shall remain responsible for the Trader's account.

13.2


The Trader and the Trading Manager shall jointly have the following obligations:

(a) to appoint individual(s) ("Authorised Users") to access and use the Trader's account, the Website and the Service;

(b) to issue for each and every Authorised User his identification number comprising the Authorised User's username and password to enable the Authorised Users to access and use the Service through the Trader's account;

(c) to oversee and be responsible for the conduct of its Authorised Users;

(d) to check the Trader's account to review and manage all posting and transactions entered into by the Trader, including transactions entered into by Authorised Users;

(e) to acknowledge and act on all communications from other Users without unreasonable delay and in any event no later than two (2) business days from the date of transmission of such other Users;

(f) to immediately act on all queries and instructions from JOX with respect to any aspect of the Trader's account and use of the Service;

(g) to maintain the Registration Information and keep it accurate, complete and updated; and

(h) to do all other acts necessary to ensure the continued and efficient operation of the Trader's account.


13.3
The Trader and the Trading Manager shall undertake to ensure that the Authorised Users shall observe all the duties of the Trader and the Trading Manager as set out in this Agreement with the exception of Clauses 13.2(a), 13.2(b) and 13.2(c).

13.4
The Trader, Trading Manager and/or Authorised Users shall notify JOX immediately upon the receipt of any data or information which is not intended for the Trader. The Trader accepts and agrees that all such data or information shall be deleted from the Trader's computer systems immediately, and shall procure the assistance of the Trading Manager and/or Authorised Users in the rectification of any errors.

13.5
It is the Trader's sole responsibility to acknowledge, respond to and act on the communications from and transactions with Users and JOX is in no way privy to or responsible for the said activities.

14.
Disclaimer of Warranties

14.1
The Trader expressly agrees that use of the Service is at the Trader's sole risk. The Service is provided on an "as is" and "as available" basis.

14.2
JOX expressly disclaims all endorsements, representations and warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement as well as all warranties arising by usage of trade, course of dealing or course of performance.

14.3
JOX makes no warranty that the Service will meet the Trader's requirements, or that the Service will be uninterrupted, timely, secure, error free or free from any virus or other malicious, destructive or corruptive code, programme or macros; nor does JOX make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy, adequacy, reliability, timeliness, completeness or integrity of any content or any information obtained through the Service or that defects in the Service will be corrected.

14.4
The Trader understands and agrees that any material or data downloaded or otherwise obtained through the use of the Service is obtained and used at the Trader's own discretion and risk and that the Trader will be solely responsible for any damage to the Trader's computer systems or loss of data that results from the download or use of such material or data.

14.5
The Trader may access content and/or order Products on the Website from other third party information providers and/or other Users respectively. JOX makes no warranty regarding such content or Products purchased or obtained through the Service or any other transactions entered into through the Service. All matters concerning the content and Products purchased or obtained from these third party information providers or other Users, including but not limited to access terms, purchase terms, payment terms, warranties, guarantees and delivery are solely between the Trader and the relevant third party information provider or other Users.

14.6
No message, view, opinion, research, recommendation, advice or information (whether oral or written) obtained by the Trader from JOX or through the Service shall create any warranty not expressly made herein. For the avoidance of doubt, JOX cannot and does not endorse, and cannot be responsible for, the messages, views, opinions, research and recommendations obtained by the Trader from JOX or through the Service, or advocate any commercial dealings in any securities, investments or classes of securities or investments nor does the inclusion in the Service of a link to other web site(s) or resources imply any form of endorsement by JOX. JOX does not actively review or edit the messages, views, opinions, research, recommendations, advice or information (whether oral or written) obtained by the Trader from JOX or through the Service, even if such messages, views, opinions, research, recommendations, advice or information are made by other Users of the Service. While the information on the Website has been obtained from sources believed to be reliable, none of the data, news, information, reports or opinions nor any of the recommendations (if any) have been customised for any specific person or class of persons. The information and data available on the Service presented in text, graphics or whatsoever form, may include inaccuracies or errors and JOX and its information providers reserve the right to periodically make changes to the information or data on the Service.

15.

Limitation of Liability

15.1


The Parties agree that JOX shall not under any circumstances be liable to the Trader for any Loss arising from or in connection with:

(a) any access, use or inability to access or use the Service or reliance on the contents provided through the Service;

(b) unauthorised access to, deletion or alteration of the Trader's transmissions or data or failure of the Service to store the Trader's transmissions;

(c) any system, server or connection failure, error, omission, interruption, delay in transmission, or computer virus;

(d) any use of or access to the external sites (including any Advertiser's sites) referred to in Clauses 9 and/or 10;

(e) the cost of procurement of substitute goods and services, goods or services purchased or obtained through the Service or any other transaction entered into through the Service; or

(f) the interruption, suspension or termination of Service, whether or not such interruption, suspension or termination was justified, negligent, intentional or inadvertent.


15.2
Subject to the provisions of this Agreement, in no event shall the any Party be liable for any special, indirect, incidental, punitive or consequential damages or losses suffered by the aggrieved Party as a result of any action or inaction caused by or attributable to the offending Party, even if the offending Party had been advised of the possibility of such damages or losses.

15.3
Pursuant to Clause 15, if any Party suffers any Loss as a result of any action or inaction caused by or attributable to the offending Party, the offending Party's entire liability in respect of any such Loss shall be limited (subject to the maximum extent allowed by law) to an amount not exceeding three million Japanese Yen (3,000,000Yen).

15.4
The Parties recognise and acknowledge that they have entered into a commercial arrangement in which they will be operating in new and uncertain environments. In order to allow the Parties to introduce some certainty into the construction of the Agreement and to permit them to crystallise the extent of their potential liability in such uncertain operating environments, the Parties agree that the limited remedies and liabilities set out in this Agreement are part of a reasonable allocation of the risks and benefits of the agreement between the Parties taking all relevant factors into consideration including the value of the consideration provided by the Trader and the availability and costs of insurance with respect to the said risks. The Parties agree that when construing the provisions of this Agreement, regards and consistency must be had to the above principles.

16.
Indemnification

16.1


The Trader agrees to (without prejudice to and in addition to any other remedy that may be available to JOX) indemnify and hold JOX, its parents, subsidiaries, affiliates, officers and employees, harmless from any Loss due to or arising out of:

(a) any breach of this Agreement by the Trader;

(b) infringement by the Trader (or other persons using the Trader's account whether authorised or unauthorised) of any Intellectual Property Rights or any other rights of any person or entity; or

(c) any act or omission of the Trader in the use of the Service and/or Website

except to the extent that the Loss arises out of the negligence or wilful default of JOX.


16.2
The Trader will be entitled to have full conduct of all proceedings and negotiations relating to the Loss referred in Clause 16.1 and in its discretion to accept, dispute, compromise or otherwise deal with the same (which shall be conclusive and binding on JOX) and shall be under no liability in respect thereof to JOX and JOX will provide any assistance in connection with any such claim as the Trader may require. In no event shall JOX settle any such claim, lawsuit or proceeding without the Trader's prior written approval.

17.


No Resale or Commercial Use of the Service

The Trader agrees that its right to use the Service is personal to the Trader. The Trader agrees not to reproduce, duplicate, copy, sell, resell, exploit or otherwise deal with the Service (or any part thereof) for the benefit of any other party or access to the Service, without the prior written consent of JOX.


18.


Combination & Set-off

The Trader authorises JOX to and JOX may from time to time at its discretion at any time without any prior notice to the Trader combine, consolidate or merge all or any of the Trader's accounts with, and liabilities and/or obligations to JOX and may set-off or transfer any sums payable or due to the Trader from JOX under this Agreement or otherwise, in or towards settlement or discharge of any sums payable or due to JOX from the Trader under this Agreement or any other agreement with JOX or otherwise.


19.
Termination

19.1
Without prejudice to any other provision of this Agreement, either Party may terminate the Service with or without cause at any time by giving notice to the other Party in writing via e-mail or post. Without prejudice to any other rights under this Agreement, neither Party shall be liable to the other or any third party for the termination of the Service under this Clause 19.1. Such termination of the Service by either Party shall take effect upon forty-eight (48) hours of receipt of such notice of termination or such earlier time as may be agreed between the Parties.

19.2


In addition and without prejudice to Clause 19.1, JOX may terminate this Agreement with immediate effect and without notice for the following reasons:

(a) if the Trader has breached any of the terms or conditions of this Agreement;

(b) if any monies payable by the Trader are not paid by its due date;

(c) if the Trader has at any time provided any false or incomplete information to JOX;

(d) if, arising out of any pronouncement by any governmental or regulatory authority, JOX is of the reasonable opinion that it is not feasible or in the public interest to continue providing the Service or access to the Website to the Trader for any reason whatsoever;

(e) if the Trader enters into any compromise or arrangement with its creditors or a receiver is validly appointed over the whole or part of the undertaking of the Trader or proceedings are taken for the appointment of an administrator of or the winding up of the Trader or the Trader becomes insolvent or ceases to carry on business; or

(f) if in JOX's reasonable opinion, the Trader has behaved unreasonably and in such a way that hinders JOX in the proper discharge of its obligations herein.


19.3


Should the Trader object to any part of this Agreement or any subsequent modifications thereto or become dissatisfied with the Service in any way, without prejudice to any of its rights hereunder, the Trader may immediately:

(a) terminate use of the Service; and
(b) notify JOX of such termination.


19.4
Upon termination of the Service, the Trader's right to use the Service immediately ceases and the Trader acknowledges and agrees that JOX may immediately delete all the files in all the Trader's accounts and bar any further access to such files or the Service; provided that, in the event that JOX modifies this Agreement pursuant to Clause 5, and the Trader does not accept such modifications, the Trader shall have a period of thirty (30) days to only remove files and data containing third party Intellectual Property Rights submitted by the Trader from the Trader's accounts before the Service terminates and the Trader's access to the Service ceases.

19.5
The Trader further agrees that JOX may terminate the Trader's accounts or use of the Service in accordance with this Agreement if the Trader fails to use the Service at least once during any three (3) month period of time.

19.6
In the event of termination of this Agreement, without prejudice to any other remedies available to either Party, the Trader shall be liable for any and all fees and charges (if any) due up to the date of termination or any other minimum period or payment or service provision stated in this Agreement, whichever is later.

19.7
Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination including Clauses 14, 15, 16, 21, 22, 23, 24 and 25.

20.
Suspension

20.1


Without prejudice to any other rights or remedies of JOX, JOX may (but is under no obligation to) at any time and in its sole discretion, suspend the Service without incurring any liability to the Trader or any third party for the suspension and for whatsoever reason including:

(a) where JOX, in its sole discretion suspects that the Trader's account(s) has or have (as the case may be) been hacked or accessed by an unauthorised person or that the security of the Trader's account(s) has been compromised in any way;

(b) where the Trader fails to use the Service at least once during any three (3) month period of time;

(c) where any monies (if any) payable by the Trader for the following:

(i) the Service; or

(ii) separate agreement(s) entered into between the Trader and other Users as detailed in Clause 12.6,

have not been settled in full.


20.2
Upon such suspension, the Service shall be deemed to be terminated as from the date of suspension stipulated by JOX and the Trader shall be liable for all charges and fees incurred up to and including the date of such suspension. In addition, upon the request by the Trader to reconnect the Service, JOX reserves the right to impose on the Trader a reactivation fee and such other fees as it deems appropriate.

20.3
Notwithstanding the foregoing, upon the subsequent payment by the Trader of such sums as may be demanded by JOX, JOX may, at its sole discretion and subject to such terms and conditions as it deems appropriate, reconnect the Service, in which event this Agreement shall continue as if the same had not been terminated.

21.
Notice

21.1
All notices to either Party shall be in writing and shall be made either via e-mail or post to the e-mail addresses or addresses stated in the Registration Form or as otherwise agreed by the Parties. JOX may also broadcast notices, messages or other matters of importance through the Service, and such broadcasts shall constitute notice to the Trader.

21.2

All communications and notices to the Trader sent by regular mail to or left at the last known address of the Trader in the Registration Form shall be deemed to have been delivered three (3) days after the date of posting or on the day they were so left.

21.3
All communications and notices to either Party sent by e-mail shall be deemed to have been received when the sending Party obtains confirmation that the receiving Party has received such notice or communication.

22.
General

22.1
In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of this Agreement.

22.2
The waiver by either Party of a breach or a default of any provision of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such Party.

22.3
The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded by the Trader and JOX and shall not apply to this Agreement.

22.4
This Agreement and any modifications thereto constitute the entire agreement between the Parties with regard to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral, as to such subject matter.

22.5
The Parties agree that regardless of any statute or law to the contrary, any claim or cause of action that either Party may have against the other arising out of or in relation to the use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

23.


Warranties of the Trader

The Trader represents and warrants to JOX that:

(a) the Trader is either a partnership firm, company, corporation or other incorporated entity;

(b) the Trader as a body corporate has, under its constitutive documents, the capacity and power to enter into this Agreement; and

(c) such individual or individuals appointed in Clause 13 are duly and properly appointed in accordance with the Trader's constitutive documents or any other relevant document.


24.


Force Majeure

JOX shall not be liable for any delay or default in its operation of the Website and/or Service under this Agreement caused by circumstances beyond its control including but not restricted to acts of God, acts of the public, enemy, decrees or restraints by governmental authorities, telecommunications, computer or utilities failure, strikes, war, riots, insurrections, civil commotion and other causes of such nature. In any of the events mentioned above, JOX shall for the duration of such event be relieved of any such obligation under this Agreement as is affected by the said event. PROVIDED that the provisions of this Agreement shall remain in force with regard to all other obligations under this Agreement which are not affected by such event. And PROVIDED further that the Parties shall resume their full obligations under this Agreement upon the cessation of such event.


25.
Jurisdiction and Restrictions

25.1
JOX controls and maintains the Website from the Republic of Singapore and makes no representation that the material and information contained herein is appropriate or available for use in other locations/jurisdictions.

25.2
The terms and conditions of this Agreement shall be in all respects subject to, governed by and construed in accordance with the substantive laws of the Republic of Singapore. In the event of any conflict between foreign laws, rules and regulations and those of Singapore, the laws, rules and regulations of the Republic of Singapore shall prevail.

25.3


Any dispute arising out of or in connection with this Agreement shall first be submitted to the Singapore Mediation Centre for mediation, and in that regard the Parties agree to abide by:

(a) the Singapore Mediation Centre's Mediation Procedure and the annexure(s) thereto, and that , inter alia, the mediation and the terms and process of mediation (including all chargeable fees) shall be governed by the said Mediation Procedure and the accompanying annexures; and

(b) any settlement and to effect the terms reached through such mediation.


25.4
In the event that any dispute amongst the Parties cannot be resolved or settled through mediation as mentioned in Clause 25.3, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall then be referred to and finally resolved by an arbitral tribunal (the "Tribunal") in Singapore appointed in accordance with Clause 25.5 in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference into this Agreement.

25.5
The Parties agree that the Tribunal shall be composed of three (3) members, one to be appointed by each Party and the third member, who shall act as president, to be appointed by the other two members. If the earlier two members are unable to agree, within (thirty) 30 days of their appointment, as to the appointment of the third member, upon the request of any Party, the third member shall be appointed by the Chairman of the Singapore International Arbitration Centre.

25.6
All legal costs of the winning Party shall be borne by the losing Party on a full indemnity basis. 		 
   

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