Terms

Terms and Conditions

1. Introduction

1.1 Hello, welcome to the Terms and Conditions (“Terms”). AIP Trade is a platform that facilitates users in offering, buying and selling shares in the royalties collected from music recordings listed on the platform (“IP Rights”).

1.2 By signing up or otherwise using CME Pte Ltd’s (“CME”, “we”, “our”, “us”) services, website at www.aip.trade (the “Website”) and software applications through the AIP Trade platform (the “Service”), or accessing any musical works, words, images, videos, and other data posted on or otherwise sent by a user to the Website or the Service, or any content or material that is made available through the Service (collectively the “Content”), you are entering into a legally binding contract with us.

1.3 You acknowledge that you have read, understood and accept the Terms, and agree to be bound by them. If you do not agree, you may not continue using the Service.

1.4 Where changes are made to the Terms, your continued use of the Service will constitute your acceptance of the changes. Such changes are effective when they are posted to the Website at www.aip.trade. You are therefore advised to review the Terms for any changes. We may notify you of any material changes to the Terms by posting notice of the changes on the Website, or by contacting you via email.

1.5 In order to use the Service, you need to be:

1.5.1 Aged 18 or older;

1.5.2 Have the power to enter a legally binding contract with us and not be barred from doing so under any applicable laws; and

1.5.3 Be resident in a country where the Service is available.

1.6 You hereby certify that you have no contractual commitments or other legal obligations that would prohibit you from use of the Service. If you have contractual commitments or other legal obligations that may prohibit you from use of the Service, you accept and acknowledge that is your responsibility to seek the relevant approval to do so. You hereby indemnify us from all contractual disputes that may arise from any breach of your contractual commitments or other legal obligations.

2. Account Registration

2.1 In order to access some features of the Service, you will have to create an account on the Service. You hereby certify that any registration information you submit is true, accurate, and complete. Any information that you provide during sign-up can be corrected during the sign-up process by returning to the previous screens and correcting erroneous information.

2.2 We reserve the right to refuse your registration if :

(1) all or part of your registration information submitted to us is false, misleading, or omitted;

(2) you are a minor under the age of 18; or

(3) if we otherwise judge that you are not suitable for registration.

2.3 After the registration set out in Clause 2.1 is complete, if customer identifications at the time of transactions prescribed by relevant laws and ordinances are necessary or if we otherwise consider it to be necessary, then we might once again request that you submit necessary documents designated by us. If these documents are not submitted (including cases where we are not contacted by the date designated by us, and cases where you cannot be contacted with the telephone number or the like notified in advance by you), then we may, in our judgment, suspend all or part of the transactions executed with you or cancel the registration. In those cases, transactions that have already been executed will remain effective, and we will not be liable for damage arising from those transactions or that suspension or cancellation.

2.4 If your registration as a user under Clause 2.1 is not accepted, we are not obligated to show the reason for the non-acceptance to you. In such instance, we are not obligated to return the documents, etc., that were submitted by you to us.

3. Change in Registration Information

If your registration information has changed, you shall, without delay and with the method prescribed by us, notify us of the change and submit documents requested by us.

4. Matters regarding Politically Exposed Persons

4.1 If you are or become a below person, you shall promptly notify us to that effect.

(1) a Politically Exposed Person

(2) a Relative of a Politically Exposed Person

4.2 For the purposes of this section, the following definitions shall apply:

“Important Position In A Foreign Governmental Institution” means a below position in a country:

● a head of state;

● a position equivalent to the prime minister, a minister of state, or a senior-vice minister;

● a position equivalent to the chairperson or vice-chairperson of the House of Representatives or the chairperson or vice-chairperson of the House of Councilors;

● a position equivalent to a judge of the Supreme or High Court;

● a position equivalent to an ambassador extraordinary and plenipotentiary, an envoy extraordinary and minister plenipotentiary, a special ambassador, a representative of the government, or a plenipotentiary;

● a position equivalent to the chief or vice chief of staff of the Joint Staff Office, the chief or vice chief of staff of the Ground Staff Office, the chief or vice chief of staff of the Maritime Staff Office, or the chief or vice chief of the Air Staff Office);

● an officer of a central bank; or

● an officer of a corporation with a budget that must be passed by a resolution, or requires the approval, of the parliament of the foreign state.

“Politically Exposed Person” means a person who is or was in an Important Position In A Foreign Governmental Institution.

“Relative” means a spouse (including a person with which marriage is not registered but the circumstances are akin to a de facto marital relationship; a parent, a child, or a sibling; or a parent or child of a spouse.

4.3 If a matter notified in accordance with Clause 4.1 has changed, you shall, without delay, notify us of the change.

5. Management of Login IDs and Passwords

5.1 You accept and undertake to be solely responsible for the activity that occurs on your account. At your own responsibility, you shall register, manage, and keep your login ID and password secure; you shall not allow a third party to use those; and you shall not lend, assign, transfer, sell or otherwise dispose of those.

5.2 We shall conduct the confirmations at the transaction time by referencing, and confirming the consistency between, (i) the login ID and password entered at the time of logging in to the Website or at the time of using the Service and (ii) the login ID and password that were set in advance. If you are deemed to be a legitimate user in the confirmation conducted at the transaction time, then we will deem all transactions related to that handling as effective transactions even if the login ID and password are fabricated, falsified, fraudulently used, or used without authority or a similar incident occurs.

5.3 You further undertake to notify us immediately of any breach of security or unauthorised use of your account.

5.4 We will not be liable for your losses caused by any unauthorised use of your account.

5.5 You may be liable for our losses or the losses of others due to such unauthorised use.

6. LISTING AND PURCHASING CONDITIONS

6.1 The platform will facilitate your entry of data in respect of the IP Rights to be sold, and such information shall include, without limit to song name and royalty apportionment. When you create a listing for IP Rights, you agree that:

6.1.1 You are responsible for the accuracy and content of the listing and any IP Rights offered. In the event that information declared by you is inaccurate or not true or incomplete, we shall in our sole discretion refuse to publish the listing on the platform and/or request that you shall buy back all IP Rights listed and sold;

6.1.2 Your listing may not be immediately accessible for purchasing, and instead will be subject to our scheduling constraints (as determined solely by us). We do not guarantee exact listing durations;

6.1.3 Any content that violates any term of the Agreement may be modified or removed at our sole discretion;

6.1.4 We may revise any information in the listing to supplement, remove or correct erroneous information at any time;

6.1.5 We do not guarantee that all users will have access to your listing. For example, advanced listing options may be only visible to certain users, or certain users may due to search history or preference settings not have access to your listing;

6.1.6 We may display the sales and performance history of your listings to other sellers and/or buyers;

6.1.7 You are responsible for collecting and distributing the royalties collected (including from any such collection agencies) to the respective buyers of the IP Rights in the agreed proportion;

6.1.8 The royalties collected shall be exchanged and converted into credits for distribution, and in the event of your insolvency or any court order is made in respect of your bankruptcy, such credits shall be retained by us, pending any further court order to be made in respect of the apportionment and/or distribution of such credits.

6.2 When you make an Order for IP Rights, you agree that:

6.2.1 You are responsible for reading the full listing before making any order to buy or sell (collectively, “Orders” or individually, “Order”);

6.2.2 When you submit an Order to buy IP Rights and your Order is accepted by another user, you are entering into a legally binding contract with that user to purchase IP Rights. YOUR CONTRACT IS WITH THAT USER AND NOT WITH US;

6.2.3 When you submit an Order to sell IP Rights and your Order is accepted by another user, you are entering into a legally binding contract with that user to sell IP Rights. YOUR CONTRACT IS WITH THAT USER AND NOT WITH US;

7. TRANSACTION FEES

7.1 Only AIP Trade credits are used to purchase IP Rights and/or pay royalties on IP Rights through the AIP Trade platform.

7.2 When an Order is transacted, the seller and buyer of the IP Rights agree to pay us a transaction fee, which details are set out into www.aip.trade/pricing.

7.3 We may change our fees and/or policies from time to time by posting the changes on our Website 10 days in advance. No advance notice is required for temporary promotions or any changes that result in a reduction of fees.

7.4 You must have a payment method on file when listing and/or purchasing IP Rights on the Service and pay all fees and applicable taxes associated with the Service by the payment due date. If your payment method fails or we have yet to receive payment by the payment due date, we may collect fees owed by charging other payment methods on file with us, retain collection agencies and legal counsel, and/or take steps to deduct the amount owed from your PayPal account balance.

7.5 Unless otherwise set out in these terms, you may not offset liabilities owed to us against liabilities we owe to you as the user.

8. Transaction Account

8.1 You will hold a Transaction Account by completing the registration procedures set out in Clause 2.1. You may, using your Transaction Account, execute transactions using AIP Trade credits. However, if we judge, with reasonable grounds, that any AIP Trade credit in a Transaction Account is related to crime proceeds, then we may freeze the Transaction Account.

8.2 You may, for the purpose of using the Service to execute transactions, charge money to your Transaction Account pursuant to the procedures for transferring to the bank account designated by us and with the method prescribed by us. You shall, with the method prescribed by us, deposit AIP Trade credits in the Transaction Account. Charged money and deposited Virtual Currency AIP Trade credits will be deemed to have been charged or deposited when we reasonably confirm the transmission has taken place and not when your transfer or other procedures are complete.

8.3 We shall, at your request and with the method prescribed by us, accept money withdrawals and AIP Trade credits transmissions from the Transaction Account. You shall, at your responsibility, designate the bank account to receive transferred money (limited to a bank account in your name) or designate the receiver of transmitted AIP Trade credits; and if, in accordance with your instructions, we transfer money or AIP Trade credits to the bank account or the receiver, then we are not liable for that money or AIP Trade credit. We will only effect transfer on instruction of person registered with us, and only to person(s) registered on our system. We are not liable for the accuracy or validity of information provided by you concerning the transfer bank account or the transmission receiver.

8.4 Unless otherwise notified to us with reasonable grounds, in principle, three bank business days after the day on which the request was made are required to conduct the money withdrawal or the AIP Trade credit transmission set out in Clause 8.3. However, irrespective of whether the request is a withdrawal request or a transmission request, if the amount of money or AIP Trade credits in the Transaction Account in question is insufficient, we may cancel the request.

9. Issuance of Receipt

9.1 When we receive money or AIP Trade credits from you, we shall transmit a message including a Receipt Statement to the email address provided by you in accordance with the Terms. You consent to receiving this Receipt Statement.

10. IP Rights Trading

10.1 The terms and conditions of use for the IP Rights trading service, which is part of the Service, are as follows:

10.1.1 You may conduct IP Rights trading with another user by placing an order to sell, or placing an order to buy, IP Rights in accordance with the method set out by us.

10.1.2 The price of buying or selling IP Rights is determined by matching the price presented with the method prescribed by us in accordance with your instructions and the price presented by the counter party in the transaction. Depending on the content of your order and depending on market fluctuations, etc., after the order placement, the price designated by you and the actual contract price might differ, but we shall not be liable for that difference.

10.1.3 A contract on an IP Rights trade is regarded as formed when the price is determined under Clause 10.1.2 above. From the time when the IP Rights trade is formed, you may not withdraw or change the order to trade unless it is at a stage where it is only submitted but not transacted.

10.1.4 We may, in light of volatility and other market conditions, take all or some of the following measures at our sole discretion and without prior notice to you:

(i) temporary suspension of the Service;

(ii) suspension of receiving orders from you; and

(iii) cancellation of placed orders.

10.1.5 Other terms and conditions regarding IP Rights trading are set out in the trading rules separately set out by us, and which may be found at this www.aip.trade/rules.

11. USAGE OF WEBSITE & CONTENT

11.1 The trademarks, service marks, logos, software and graphic user interface on the Website, are owned by or licensed to us, subject to copyright and other intellectual property rights under the law (“Platform Content”).

11.2 The Platform Content is provided to you on an “as-is” basis. You may access the Platform Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms.

11.3 You hereby acknowledge that any rights to music recordings listed on the platform (“the Content”) belong to the respective copyright owners. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, or license any Content without our prior written authorisation or that of the respective copyright owners of the Content. The respective copyright owners and ourselves reserve all rights not expressly granted in and to the Service and the Content.

11.4 You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.

11.5 You understand that when using the Service, you will be exposed to Content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless CME, its owners, officers, employees, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.

11.6 We do not endorse any Content submitted to the Service by any content provider, user, or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with the Content.

11.7 We do not permit copyright infringing activities and infringement of intellectual property rights on the Service, and we will remove all Content if properly notified that such Content infringes on another's intellectual property rights. We reserve the right to remove Content without prior notice.

12. PROVISION OF CONTENT

12.1 Content is provided by you on an “as-is” basis. We do not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein. We expressly disclaim any and all liability in connection with all Content. You acknowledge that we do not guarantee any confidentiality with respect to any Content you upload to the Website.

12.2 By submitting your Content, you irrevocably warrant that you are the owner of the Content and you grant us a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Terms plus 20 years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public, publish, distribute, translate, modify, prepare derivative works of, display and perform any of your Content in connection with the Service through the Website or any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created.

12.3 You also hereby grant each user of the Service a non-exclusive licence to access your Content through the Service and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms.

12.4 The above licences granted by you shall terminate within a commercially reasonable time after you remove or delete your Content from the Service. However, you understand and agree that we may retain, but not display, distribute, or perform, server copies of your Content that have been removed or deleted.

12.5 You represent and warrant that you own or have procured the necessary licences, rights, consent, and permissions to publish the Content on the Website. In the event that you do not own the necessary licences, rights, consent, or permissions to publish Content, you undertake to provide to us with the requisite licence, right, consent, or permission which you have procured from the relevant persons prior to publishing the Content on the Service as and when we request it.

12.6 You license to us all patents, trademarks, trade secrets, copyrights or other proprietary rights in and related to such Content for publication, distribution, translation, modification, preparation of derivative works of, display and performance on the Website pursuant to the terms herein.

12.7 You represent and warrant that Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant us all of the license rights granted herein. You agree and undertake to indemnify us for any actions, claims, demands or proceedings that arise out of or in connection with a breach of this warranty.

12.8 We do not permit copyright infringing activities and infringement of intellectual property rights on the Website. We will remove all such Content if properly notified that such Content infringes on another's intellectual property rights.

12.9 In the event any disputes in relation to the rights to and/or ownership of Content uploaded by you arise, we reserve the right to limit public access to the disputed Content immediately without any prior consent from you until the dispute is fully and finally resolved. We also reserve the right to remove disputed Content without prior notice.

12.10 We reserve the right to suspend and/or remove any Content that does not comply with the requisite laws and regulations of any country from access in the particular country.

13. RIGHTS YOU GRANT US

13.1 In consideration for the rights granted to you under the Terms, you grant us the following rights:

13.1.1 To allow the Service to use the processor, bandwidth and storage hardware on your device in order to facilitate the operation of the Service;

13.1.2 To provide advertising and other information to you; and

13.1.3 To allow business partners to do the same.

13.2 If you provide feedback, ideas or suggestions to us in connection with the Service or the Content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorise us to use that Feedback without restriction and without payment to you. For avoidance of doubt, Feedback is considered a type of Content.

14. Copyright Act

14.1 If you are a copyright owner or under the owner’s authority, and believe that any Content infringes upon your copyrights, you may submit a notice pursuant to Section 193D(2)(b)(iii)(B) of the Copyright Act (Cap. 63) by providing our designated representative with the prescribed information in writing, in the prescribed form as stated in Regulations 3 and 5 of the Copyright (Network Service Provider) Regulations.

14.2 You may direct such notices to our designated representative at [email protected]

15. Prohibited Acts

15.1 In using the Service, you agree that you will not:

15.1.1 Distribute in any medium any part of the Service or Content without our prior written authorisation or that of the respective licensors of the Content, unless we make available the means for such distribution through functionality offered by the Service (such as an embeddable player);

15.1.2 Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your account status;

15.1.3 Use the Service if you are not able to form legally binding contracts, or are suspended from using the Service;

15.1.4 Fail to pay for IP Rights purchased by you;

15.1.5 Fail to deliver IP Rights sold by you;

15.1.6 Manipulate the price of any IP Right or interfere with any other user’s listing;

15.1.7 Sell your account, or otherwise accept compensation to influence any other user’s listing;

15.1.8 Post false, inaccurate, misleading, deceptive, defamatory or libellous content;

15.1.9 Take any action that may undermine our feedback or rating systems;

15.1.10 Transfer or share or otherwise provide your account (including feedback) to another party, except with our prior written authorisation;

15.1.11 Distribute or post spam, unsolicited or bulk electronic communications or chain letter;

15.1.12 Scrape, reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Service or any source code therein, except with our prior written authorisation;

15.1.13 Use any scraper, spider, robot, script, data mining tools, data gathering and extraction tools, or other automated means to access the Service for any purpose, including to collect information about users or listings, except with our prior written authorisation;

15.1.14 Interfere with the working of the Service;

15.1.15 Infringe the copyright, trademark, patent, publicity, moral, database, and/or any other intellectual property rights that belong to or are licensed to us or a third party;

15.1.16 Commit any act that infringes the privacy right, reputation, or any other right or interest of CME, any user of the Service, or any other third party (including an act that directly or indirectly causes one of these infringements);

15.1.17 Commit any act related to or similar to money laundering, an act related to a crime, or an act infringing public order;

15.1.18 Deposit money for a purpose other than the purpose of trading using the Service;

15.1.19 Send information that contains a computer virus or other harmful computer program;

15.1.20 Open or attempt to open a user account in another person’s name (including fictitious names); or

15.1.21 Any act other than those above that we judge (in our sole discretion) to be inappropriate.

15.2 If we judge that you fall under, or might fall under, an above item in using the Service, then we may, at our discretion and without giving prior notice to you, take countermeasures such as deleting all or part of information sent by you and deleting or suspending your user account etc. We shall not be liable for damage incurred by you due to a countermeasure taken by us under this Clause 15.2.

15.3 Even if your user account is deleted pursuant to Clause 15.2, we are not obligated to return the documents, etc., received from you by the time of deletion.

15.4 If we have judged that you have conducted or might have conducted an act stated in Clause(s) 15.1.9 and/or 15.1.10 within the Service, then we may, at our discretion and without prior notice to you, take measures to cancel and restitute your transaction, and we may make a claim to you for profit obtained through the transaction and for damage incurred by us due to the transaction.

16. Suspension of the Service

16.1 We may, without prior notice to you, suspend or discontinue all or part of use of the Service if

16.1.1 we conduct a regular or urgent inspection, or regular or urgent maintenance, of a computer system related to the Service;

16.1.2 a computer, communication line, or the like shuts down due to an accident;

16.1.3 operation of the Service becomes impossible due to a fire, power failure, natural disaster, or any other force majeure;

16.1.4 our asset is stolen through hacking or any other method;

16.1.5 a system necessary to provide the Service is defective;

16.1.6 we are to investigate unauthorised use of the like of user accounts;

16.1.7 we otherwise judge that a suspension or discontinuance is necessary.

16.2 We may end provision of the Service at our convenience. In that case, we shall notify users in advance.

16.3 We are not liable for damage incurred by a user due to a measure taken by us under this Clause 16.

17. Response to Abnormal Rate or Failure

17.1 If a contract is made at a price different from the price that should be contracted due to a delay in executing the order or in the stop-out, or the like, then we shall investigate the user’s order status by comparing market price movements at the time of the failure, and if it is confirmed that there is a difference between the price that should be contracted and the actual contract price, then we shall respond by taking the measure of correcting the contract price or transferring money or using another measure.

17.2 If an order that should be contracted is not made or if a contract that should be changed or cancelled is made, we shall investigate in the same way as that stated in Clause 17.1, and if it is confirmed that there is a difference between what the contracting situation should be and the actual contracting situation, then we shall restitute the order. However, if a new order contract is not made, we will not, in principle, restitute the order, because we cannot guarantee that you will have the opportunity to place a settlement order during the failure.

17.3 If there is presented an abnormal rate (“Bug Rate”) due to a system failure, etc., then prices that we judge are due to a Bug Rate will all be treated as invalid. We shall cancel, or correct the contract price to the market price for, orders formed at a Bug Rate.

17.4 If we acknowledge it to be appropriate, then we may, at our discretion, cancel the contract, correct the contract price, or take any other necessary measure.

18. ADDITIONAL TERMS 

18.1 The terms of this Agreement is to be read together with the additional rules, terms and obligations set out in other web pages on the Website, including without limit to pages under www.aip.trade/rules and www.aip.trade/pricing (collectively “the Additional Terms”). These Additional Terms may have their own terms and conditions of use and privacy policies and your use of the Website will be governed by and subject to such terms and conditions and privacy policies of these Additional Terms. In the event the rules, terms and obligations of the Additional Terms conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall prevail.

19. CANCELLATION OF REGISTRATION

19.1 If a below event applies to a user, we may, without prior notice or demand, temporarily suspend that user from using the Service or cancel that user’s registration. In either of those cases, transactions that have already been executed will remain effective and cannot be cancelled or withdrawn.

19.1.1 Breaches of these Terms;

19.1.2 Your registration information is found to contain a false representation;

19.1.3 You use, or attempt to use, the Service for a purpose, or in a method, that might damage us or another user or any other third party;

19.1.4 You have, irrespective of the means used, interfered with the operation of the Service;

19.1.5 Your payment is suspended; you become insolvent; or a petition is filed against you for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganisation proceedings, commencement of special liquidation, or commencement of similar proceedings;

19.1.6 A negotiable instrument or a cheque that was drawn or accepted by you is dishonoured or you are subjected to disposition to suspend transactions with a clearinghouse or a similar disposition;

19.1.7 A petition for attachment, provisional seizure, provisional disposition, compulsory execution, or auction is filed against you;

19.1.8 You are subjected to disposition for non-payment of taxes or duties;

19.1.9 You die or a ruling is issued against you for commencement of guardianship, commencement of curatorship, or commencement of assistance;

19.1.10 You have not used the Service for 12 months or more since the last time it used the Service and/or you do not respond when contacted by us via e-mail or telephone;

19.1.11 You fall under an item in Clause 15.1;

19.1.12 You use socially unacceptable language or behaviour towards us or any of our employees and/or any other user of the Service;

19.1.13 We otherwise judge that it is inappropriate to continue your registration.

19.2 If you fall under an above item, the liabilities owed to us by you will automatically become due and you shall immediately pay all your liabilities to us.

19.3 We are not liable for damage incurred by you due to us conducting an act under this Clause 19.

19.4 Each user may, by notifying us with the method prescribed by us, temporarily suspend its use of the Service or cancel its registration.

19.5 Even if a user has temporarily suspended its use of the Service or has cancelled its registration in accordance with the provisions of this Clause 19, we are not liable to return documents, etc., that were received from you by the time of the suspension or cancellation, and, further, we shall retain your information for the period prescribed by us.

19.6 Related to cancellation of a user account in accordance with this Clause 19, at our discretion, your held positions may be forcibly liquidated through opposing trades at market at any time by the time of such cancellation.

19.7 Related to cancellation of the user account in accordance with this Clause 19, we will clear AIP Trade credits held at your user account in accordance with the method stipulated in these Terms. If there is any deficit in AIP Trade credit in the user account, you shall repay money or transfer AIP Trade credit responding to such deficit to us within 10 days after receipt of written notice sent by us.

20. EXEMPTION FROM LIABILITY

20.1 You agree that your use of the Service shall be at your sole risk. To the fullest extent, CME, its officers, directors, employees, officers, directors, affiliates, subsidiaries and agents disclaim all warranties, express or implied in connection with the Service and your use thereof.

20.2 We do not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked Service or featured in any banner or other advertising.

20.3 We will not be a party to or in any way be responsible for monitoring any transaction between you and third party providers of products or services.

20.4 We do not guarantee and are not liable (including defect liability) with respect to trading IP Rights or the value, function, place of use, or intended use of IP Rights or AIP Trade credit. Even if you have, from us, directly or indirectly obtained information related to the Service or to another user, we will not provide a guarantee to you that goes beyond the extent set out in these Terms.

20.5 We conduct services that provide a platform for trading IP Rights and are not obligated to conclude your orders. Therefore, if an order is not concluded or an event occurs that obstructs the formation or validity of an agreement, such as nullification, cancellation, or rescission of a formed purchase agreement, then we will not be liable to you to compensate for damage, expenses or losses however incurred.

20.6 You shall, at your own responsibility and expense, investigate whether your use of the Service will violate a law or ordinance or will breach an industrial association’s internal regulation or other rule that applies to you, and we do not guarantee that a user using the Service will conform to the laws, ordinances, industrial association’s internal regulations, and other rules that apply to you.

20.7 You shall, at your responsibility, handle and resolve a trading, communication, disputes, and the like between yourself and another user or a third party in relation to the Service or the Website, and we are not liable for such matters.

20.8 We are not liable to compensate for the following damage:

20.8.1 discontinuance, suspension, termination, unavailability, or alteration of the Service caused by any means;

20.8.2 Any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content uploaded, transmitted, or otherwise made available through the Service;

20.8.03 deletion or loss of your message or information;

20.8.04 cancellation of your registration;

20.8.05 data loss or failure of or damage to equipment due to using the Service; or

20.8.06 any other damage incurred by you related to the Service.

20.9 Even if the Website links to another website or the Website is linked to from another website, we are not, for whatever reason, liable for websites other than the Website or liable for information available on websites other than the Website.

20.10 We may cancel a transaction concerning IP Rights and/or use of AIP Trade credit in the Service due to system failure. In that case, we are not liable to compensate for damage incurred by you due to cancellation or otherwise related to the Service.

20.11 We are not liable to compensate for damage incurred by you due to a future establishment or revision of (i) a law, ordinance, statute, rule, order, circular notice, municipal ordinance, guideline, or any other regulation that applies to trade of IP Rights or use of AIP Trade credit (collectively “Applicable Law”) or (ii) a related tax system that includes consumption tax.

20.12 We are not liable to retroactively compensate for damage incurred by you due to the retroactive effectuation of a future establishment or revision of an Applicable Law or of a related tax system that includes consumption tax that applies to trade of IP Rights and/or use of AIP Trade credit.

20.13 We do not guarantee the value, stability, or legality of trade of IP Rights or use of AIP Trade credit. We are not liable for damages arising due to you insufficiently understanding the nature, mechanisms, market operations, etc., of trade of IP Rights or use of AIP Trade credit.

21. CONFIDENTIALITY

21.1 In these Terms, “Confidential Information” means information related to the technologies, business, operations, financial affairs, organization, or other matters of CME provided or disclosed to you by us, or otherwise obtained by you, in writing, orally, through storage media, or through other means in relation to these Terms or the Service. However, the following information is not Confidential Information:

21.1.1 information that was already publicly known or that had already been obtained by you when the information was provided or disclosed to you by us or when it was obtained by you;

21.1.2 information that became publicly known through published material or any other means for a reason not attributable to you after the information was provided or disclosed to you by us or obtained by you;

21.1.3 information that you legally obtained without the imposition of a confidentiality obligation from a third party who has the authority to provide or disclose the information;

21.1.4 information that you have independently developed without relying on Confidential Information; and

21.1.5 information for which we have confirmed in writing that maintaining its confidentiality is not required.

21.3 You shall use Confidential Information only for the purpose of using the Service and may not provide, disclose, or divulge our Confidential Information to a third party without our written consent.

21.4 Notwithstanding Clause 21.1.5, you may disclose Confidential Information in accordance with an order, request, or requirement of a law, court, or governmental institution. However, if you are so ordered, requested, or required, you shall promptly notify us to that effect.

21.4 When you are requested by us, you shall, without delay and in accordance with our instructions, return or destroy (i) Confidential Information, (ii) documents and other storage media that contain Confidential Information, and (iii) all copies of those documents and other storage media.

22. SERVICE LIMITATIONS AND MODIFICATIONS

22.1 We provide the Service on an “as is” and “as available” basis. We will strive to maintain, to the best of our abilities, on a daily basis, the Service, but we cannot guarantee the continuous operation of, or access to, the Service. We reserve the right to, periodically and at any time, suspend, modify or discontinue any feature of the Service, with or without notice to you. We will not be liable for any interruption, suspension, modification or discontinuation of the Service.

22.2 In the event that scheduled maintenance may affect and/or disrupt the Service, we will take reasonable steps to notify all subscribers in advance by displaying a notice within the Service and/or by email to your registered email address.

22.3 We will provide support to you through the online contact form at [email protected] We will respond to any requests for support within 72 hours.

23. INDEMNITIES

23.1 To the extent permitted by applicable law, you agree to indemnify and hold harmless CME and its officers, directors, employees, affiliates, subsidiaries and agents from and against any and all claims, demands, actions, damages, obligations, losses, liabilities and expenses (including but not limited to legal expenses) arising out of or in connection to:

23.1.1 Your violation of these Terms;

23.1.2 Your violation of local, national or international laws;

23.1.3 Any third party right, including but without limitation to any copyright, property or privacy right arising out of or in connection to your violation of these Terms; and/or

23.1.4 The Content you have provided;

23.2 The indemnification obligations contained in this Clause 23 and the Terms shall continue after your use of this Service ceases.

24. WHOLE AGREEMENT

24.1 The Terms constitute the whole agreement between you and CME and supersede any prior agreements, assurances, warranties, representations, and understandings regarding the same.

25. SEVERABILITY AND WAIVER

25.1 Unless as otherwise stated in the Terms, should any provision of the Terms be held invalid or enforceable for any reason or to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms, and the application of that provision shall be enforced to the extent permitted by law.

25.2 No delay, failure, relaxation or indulgence by us to, wholly or partially, enforce any provision in the Terms or exercise any other right or remedy shall constitute a waiver of such provision, right or remedy, unless we expressly notify you in writing of the same. Such notice will make express reference to a waiver under this Clause.

26. TRANSFER OR ASSIGNMENT

26.1 No user may, without CME’s prior written consent, transfer or assign to a third party or create a security interest on or otherwise dispose of the user’s contractual status under the Terms or a right or obligation under these Terms.

26.2 If CME has transferred business of the Service to another company, then CME may, along with the business transfer, transfer to the business’s transferee CME’s status under these Terms, CME’s rights and obligations under these Terms, users’ registration information, and other customer information to the extent allowed under prevailing law, and, in this Clause 26.2, it is deemed that you agree to those transfers. The business transfer set out in this Clause 26.2 includes not only normal business transfers but also company splits and other forms of business transfer.

27. GOVERNING LAW AND JURISDICTION

27.1 These Terms shall be governed by the laws of the Republic of Singapore in every particular, including formation and interpretation, and shall be deemed to have been made in the Republic of Singapore.

28. MEDIATION

28.1 All disputes, controversies, or differences arising out of or in connection with this agreement shall first be submitted to the Singapore Mediation Centre for resolution by mediation in accordance with the Mediation Procedure for the time being in force. The parties agree to participate in the mediation in good faith and undertake to abide by the terms of any settlement reached.

29. DISPUTES

29.1 In the event any dispute is not resolved within six (6) months after it is first submitted for resolution to the Singapore Mediation Centre, each of the Parties irrevocably submits to the exclusive jurisdiction of the Republic of Singapore for purposes of any suit, action or other proceeding arising out of these Terms or any transaction contemplated hereby and agrees not to commence any action, suit or proceeding relating hereto except in such courts in the Republic of Singapore.

30. THIRD PARTIES

30.1 Nothing contained in the Terms is intended to be enforceable pursuant to the Contract (Rights of Third Parties) Act (Cap. 53B) by any third party.