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Terms and Conditions

Terms and Conditions

Terms & Conditions

You acknowledge and agree that this agreement (the "Agreement") between Maples Corporate Services Limited ("MCS") and you sets out the terms and conditions of your use of the MCS eServices website (the "Website").

You further acknowledge and agree that your access to and use of the Website is subject exclusively to the following terms and conditions (the "Terms and Conditions"). By accessing the Website you agree to be bound by this Agreement and by the Terms and Conditions as set our herein. If you do not accept the Terms and Conditions you must immediately stop using the Website.

The term 'MCS' or 'us' or 'we' or 'our' refers to MCS, the owner of the Website. The term 'you' or 'your' refers to the user, viewer or person accessing the Website.

Content

While every effort is made to update all the materials, data, information and content provided on the Website (the "Information"), MCS makes no representations and provides no warranties, whether express or implied at law as to the accuracy, completeness or reliability of any of the Information.

You acknowledge and agree that MCS shall not be bound by any Information contained on the Website and that we reserve the right at any time to change any Information contained on the Website.

The Information contained on the Website is provided for your information purposes only and you rely on the Information contained in the Website at your own risk. The Information contained on the Website shall not be construed as providing advice and should not be relied upon in making or refraining from making any decision.

The Information contained on the Website is subject to change without notice. We reserve the right to change or remove (temporarily or permanently) any Information provided on the Website without notice and you confirm and agree that we shall not be liable to you for any such change or removal.

User Consent

You acknowledge and agree that your use of the Website may involve the transmission of Information that may be considered personal and you consent and agree to the transmission by electronic means of such Information via the internet. Such consent shall be effective at all times when you use the Website.

Capacity in which Information is Provided

You agree that you will access and use the Website only for the purposes and in the capacity for which you have authority to access and use the Website. Where your access to the Website is in the capacity as a service provider to an entity that has its Information maintained on the Website, you acknowledge and agree that your right to access and use the Website is solely in that capacity and not in the capacity in which you are personally employed.

External Links

The Website may, from time to time, contain links to other websites. While these links are provided for your convenience, MCS makes no representations as to their content and you acknowledge and agree that we are not responsible for the content of any linked websites. Your access to any linked website and reliance on any information contained in them is solely at your risk. MCS does not approve, check or edit the content of such sites and the existence of any such links does it signify that we endorse any such websites.

No hypertext links to this Website from this Website to another website or document shall be created by you or on your instruction without first obtaining the express written consent of MCS.

Warranties

This Website is provided on as "AS IS" and "AS AVAILABLE" basis. Neither MCS nor any other third party provide any warranties, representations, statements or guarantees of any kind (whether express or implied) including but not limited to the following:

(i)the accuracy or reliability of the Information contained on the Website;
(ii)the suitability of the Information contained on the Website for any particular purpose;
(iii)the functionality, compatibility, non-infringement or security of the Website;
(iv)that the Website or the Information will be uninterrupted or error free, that defects will be corrected, or that the server that makes them available is free of viruses or other harmful components; or
(v)the timeliness of performance.

You acknowledge that the Information may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

Liability

By accessing the Website you agree that neither MCS, its parent entities, subsidiaries, affiliates nor their respective officers, directors, owners, agents, information providers and licensors shall be responsible for or liable to you or any third party for any loss, liability, damage (whether direct, indirect, consequential or special), personal injury or expense of any nature whatsoever that may be suffered by you or any third party (including your company), as a result of or which may be attributable, directly or indirectly, to your access and/or use of the Website or the Information. In particular, you acknowledge and agree that neither MCS nor any third party shall be liable in any way to you or any other person, firm or company whatsoever for any loss, liability, damage (whether direct, indirect, consequential or special), personal injury or expense or any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of any Information or the transmission thereof, or for any actions taken in reliance thereon or occasioned thereby or by reason of non-performance or interruption, or termination thereof.

You agree to indemnify, keep indemnified and hold harmless MCS and its parent entities, subsidiaries, affiliates and their respective officers, directors, owners, agents, information providers and licensors (collectively the "Indemnified Parties") from and against all claims, damages, liability, losses, costs and expenses (including legal fees) (whether of not foreseeable or avoidable) incurred or suffered by any Indemnified Party and any claims of legal proceedings which are brought or threatened arising from your use of, connection with or conduct on the Website or any breach by you of these Terms and Conditions. MCS reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such circumstances, you agree to cooperate with our defence of such claim.

Intellectual Property

You acknowledge and agree that:

(i)all Intellectual Property in relation to, on and in the Website and in the Information on the Website is the property of MCS or its licensors;
(ii)the Website (including its look and feel and functionality) and all the Information is protected by copyright, trade mark, service mark and/or other Intellectual Property rights and laws and that all such rights in relation to the Information and the Website shall remain owned or controlled by MCS;
(iii)Nothing contained on the Website shall be construed as granting, by implication or otherwise, any licence or right to use, deal with or copy in any way in part or in whole any Intellectual Property rights belonging to MCS without our written permission.

"Intellectual Property" means patents, trade marks, trade name, service mark, service name, copyrights, source code, topography rights, rights to extract information from databases, design, design rights, look and feel, moral rights, know how, trade secrets and rights of confidence, and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of them which may subsist anywhere in the world, whether or not any of them are registered and including applications for registration of any of them.

Restrictions on Use of the Website and Non Disclosure

You shall:

(i)not grant access to the Website to any person who is not an Authorised User of the Website;
(ii)not allow any person who is not an Authorised User of the Website to view the Website or any of the Information contained on the Website.
(iii)not disclose any information about the Website (including for the avoidance of doubt, any of the functionality and look and feel of the Website) to any person who is not an Authorised User of the Website;
(iv)not disclose or provide any Intellectual Property that MCS has in the Website to any other party;
(v)take all reasonable precautions to prevent unauthorised or improper use or disclosure of the Website, the Information or any Intellectual Property that MCS owns in the Website;
(vi)maintain your security access information including your user ID, password and pin in a manner so as to reasonably preclude unauthorised use or access to them; and
(vii)not alter, reverse engineer, disassemble, decompile or copy the Website or any Intellectual Property that MCS owns in the Website;
(viii)not combine or merge the Website or any of the Information or Intellectual Property contained in the Website with or into any other computer programs or website.

"Authorised User" means any person to who has been provided access rights by MCS to access the Website and view particular entity Information contained on the Website.

Confidentiality

Subject as provided below, you undertake to treat as confidential:

(i)all Intellectual Property that MCS has in the Website and all Information contained on the Website; and
(ii)any and all information which has been or which may be derived or obtained from any such information described above.

The above provisions do not apply to any Information which the receiving party proves:

(i)is in or enters the public domain other than by breach of these terms and conditions;
(ii)is obtained from a third party who is lawfully authorised to disclose such information; or
(iii)is required to be disclosed by law or by order of a court of competent jurisdiction or any other regulatory authority or governmental body having jurisdiction over either party.

Provided always that:

(i)the onus shall be on the disclosing party to prove through the use of documentary evidence that the information was in or has entered the public domain otherwise than through unauthorised disclosure by the disclosing party or is required to be disclosed; and
(ii)if you are required to make a disclosure by law or by order of a court of competent jurisdiction or any other regulatory authority or governmental body having jurisdiction over you, you shall, if it is not so prohibited, provide MCS with prompt notice of any such requirement or request to disclose any such confidential information so that MCS may seek an appropriate order. You will provide MCS with all necessary assistance in any action taken MCS to obtain an order that the information does not have to be disclosed, an appropriate protection order or other reliable assurance that confidential treatment will be accorded the information that you are required to disclose.

Security of Access Codes

You agree:

(i)that you are solely responsible for the confidentiality and use of your user identification, password(s) and any access codes or other security data, methods and devices used to access the Website; and
(ii)that you shall immediately notify MCS if your user identification, password(s) and/or any access codes or other security data, methods and devices used to access the Website are lost or stolen or if there is any unauthorised use of your user identification, password(s) and any/or access codes or other security data, methods and devices used to access the Website.

Data Protection

You acknowledge and agree that in making the Website available for your use, we may collect, process and store materials, data, information and content relating to you and/or any company for which you act as a director. You also acknowledge and agree that any materials, data, information and content provided on the Website may be stored, processed and maintained by us on servers in a number of different jurisdictions and that it may be necessary for us to send all such materials, data, information and content from one jurisdiction to another. In this regard, you explicitly consent to the transfer of all materials, data, information and content relating to you and/or any company for which you are a director into and out of any such jurisdictions.

Invalidity and Severability

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

Entire Agreement

The Terms and Conditions constitute the sole record of agreement between you and MCS in relation to your use of the Website. Neither you nor Maples shall be bound by any express tacit or implied representation, warranty or promise not recorded herein. Unless otherwise specifically stated, the Terms and Conditions supersede and replace all prior commitments, undertakings or representations, whether written or oral, between you and MCS in respect of your use of the Website. I agreeing to the Terms and Conditions, you have not relied on any representation other than those expressly stated in the Terms and Conditions and you agree that you shall have not remedy in respect of any misrepresentation which had not been made expressly in this Agreement.

Governing Law and Jurisdiction

This Agreement and all matters arising from shall be governed by and construed in accordance with the laws of the Cayman Islands without giving effect to any principles of conflict of law. You hereby irrevocably that the Courts of the Cayman Islands are to have exclusive jurisdiction in respect of any disputes which may arise out of or in connection with this Agreement, the Terms and Conditions, the Website or the Information.

You hereby agree that the place of performance of this Agreement is the Cayman Islands.

Assignment

MCS may assign its rights and obligations under the Terms and Conditions and upon any such assignment it shall be relieved of any further obligation hereunder.

Termination and Suspension

MCS may immediately suspend or terminate your right to access and use the Website without notice or warning if, in its sole discretion, it considers that you have acted in breach of any of the Terms and Conditions or that there is a risk that you may. This is without prejudice to any other rights and remedies that MCS may have.

MCS also reserves the right to change, suspend or discontinue any aspect of the Website, including the availability of any feature, information or content or restrict your access to any or all parts of the Website at its discretion without notice or liability at any time.

Changes to Terms and Conditions

We may at any time and from time to time change, alter adapt, add or remove portions of the Terms and Conditions and, if we do so, will post any such changes on the Website. Your continued use of the Website following any such change shall be deemed and constitutes you acceptance of those changes and you acknowledge and agree to be bound to the current version f the relevant Terms and Conditions at all times and that unless stated in the current version of the Terms and Conditions, all previous versions shall be superseded by the current version.

Use of Website

MCS makes no representation or warranty that the Information on the Website is appropriate for use in any jurisdiction. By accessing the Website, you warrant and represent to MCS that you are legally entitled to do so and to make use of Information made available via the Website.

You agree:

(i)to abide by all applicable laws, regulations and codes of conduct when using the Website;
(ii)not to use the Website for any purpose that is unlawful or prohibited by the Terms and Conditions;
(iii)not to use the Website in any way that might infringe the rights of MCS or any third party or give rise to a legal claim against MCS by a third party;
(iv)not to damage, interfere with or disrupt the Website or do anything that may interrupt or impair its functionality;
(v)not to obtain or attempt to obtain unauthorised access, through whatever means, to the Website or other services or computer systems or areas of our networks; and
(vi)to provide true, accurate, complete and current information to us and notify us immediately of any change.

Unauthorised use of the Website in contravention to applicable laws and the Terms and Conditions may give rise to a claim for damages and/or be a criminal offence.

Waiver

No failure of either party to exercise, and no delay by either party in exercising, any right, power or remedy in connection to this Agreement (each being a "Right") will operate as a waiver thereof, no will any single or partial exercise of any Right preclude any other or further exercise of such Right or the exercise of any other Right. Any express waiver of any breach of this Agreement of the Terms and Conditions shall not be deemed to be a waiver of any subsequent breach.

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