1 APPLICABILITY
These Rules apply to all that uses World Trade Assets Market Inc. ("WTAMI") services and govern the use of WTAMI’s services and WTAMI's on-line service via www.wtami.com. These Rules are in addition to the rules or sub-rules of WTAMI's other services including, but not limited to other services as shall be provided by WTAMI.
WTAMI reserves the right to alter, add, delete or otherwise change the Rules from time to time. Any such changes will be posted on the homepage of wtami.com and shall take immediate effect when so posted. Service users continuing to use the Services or failing to object to such change within 14 days after the changes are so posted shall be deemed to have accepted such changes.
2 INTERPRETATION
Unless otherwise stated, the following words, terms and phrases used herein shall have the meanings as stated hereunder:
References to "we" shall mean WTAMI and references to "us" and "our" shall be construed accordingly. Reference to "you" shall mean the Asset Buyer or Asset Seller, as the case may be, and references to "your" shall be construed accordingly.
3 FEES AND EXPENSES
Subject to such revisions, which WTAMI may in its sole discretion make from time to time, the Listing, Professional and Success Fees are as follows:
3.1 Listing Fee
Please see “Fees and Terms” on the Website.
3.2 Professional Fees
Please see “Fees and Terms” on the Website.
3.3 Success Fee
· For each transaction of Asset, a success fee ("Success Fee") shall be payable by the Asset Seller to WTAMI based on the Aggregate Consideration (as defined herein) to be received or agreed to be received by the Asset Seller for such transaction at the rates and on the terms and conditions as stipulated hereinafter.
· The Success Fee shall be calculated by WTAMI and becomes payable immediately upon Asset Seller enters into a Transaction Agreement of the Asset.
· For the purpose of calculating the Success Fee:
"Consideration" shall include, without limitation, the value of cash, securities (whether represented by ordinary shares, options, warrants, rights, preference shares, debt securities, or any other instruments assessable by monetary value), satisfaction of indebtedness (whether accrued, contingent or deferred), benefits in kind, and any other quantifiable consideration.
"Aggregate Consideration" means the entire Consideration whether additional or deferred, payable immediately upon the Transaction or over a period of time, by different instalments or at different stages.
The Success Fee rate is shown under “Fees and Terms” on the Website.
If the Consideration is in a currency other than US dollars, the applicable exchange rate shall be the quoted [buying] rate of the Hong Kong and Shanghai Banking Corporation Limited (HSBC) in Hong Kong on the date when the Success Fee first become payable.
· Where the Consideration is stated to be subject to adjustment in the Transaction Agreement (unless such adjustment can be determined at the time of entering into the Transaction Agreement), the Success Fee will be provisionally calculated and payable according to the stated Consideration. Upon determination of the actual adjustment value, the difference between the provisional Success Fee and the actual Success Fee payable on the adjusted Consideration shall be paid to or be refunded by WTAMI, as the case may be. Any dispute regarding the calculation of Success Fee shall be referred to an independent consultant [appointed by WTAMI] whose decision shall be final and binding. Cost incurred in relation to the appointment and the carrying out of duties thereof shall be borne by the party(ies) initiating the dispute.
· If you are an Asset Seller, you hereby agree and undertake to WTAMI that you shall authorise and direct the Asset Buyer and/or Custodian to deduct the Success Fee from the Consideration payable to you and to pay such Success Fee forthwith directly to WTAMI. You further undertake to procure the incorporation of the said authorisation and direction in the relevant Transaction Agreement.
· If you are an Asset Buyer, you hereby agree and undertake to WTAMI that you shall provide a sum for the Success Fee in the Consideration payable by you for the Transaction and pay the same direct to WTAMI. You further undertake to procure the incorporation of the authorisation and direction for the Asset Seller in the Transaction Agreement to enable you to discharge your obligation hereunder.
· You shall keep WTAMI fully informed of the development of your negotiation on the Transaction and shall notify us forthwith upon conclusion of a Transaction Agreement of Asset.
· Asset Seller and Asset Buyer are prohibited from engaging in acts with the intention of avoiding or evading any or all of their obligations under the Service. Asset Seller and Asset Buyer hereby agree and undertake to inform WTAMI the progress of their negotiations, discussions or agreements. For avoidance of doubt, any Transaction Agreement reached or completed in respect of the Asset within 24 months of termination of your listing registration hereof shall be subject to payment of Success Fee as provided herein as if there had been no such termination.
· On success basis, WTAMI is entitled to Success Fee payable by Asset Seller for any other services that it has rendered to Asset Seller in addition to the Service.
3.4 Expenses
You shall be responsible for paying all applicable taxes and duties and other expenses you incur in using our Service.
4 SUPPLIED INFORMATION
· • General responsibility. You are solely responsible for all information supplied and used by you in connection with your use of the Service and for the purpose of obtaining other assistance from WTAMI (the "Supplied Information"). You acknowledge that WTAMI shall not be responsible for verifying any of the Supplied Information, and WTAMI acts only as a passive conduit for your offline and online publication of such information. For the purpose of these Rules, the term "Supplied Information" shall include any and all information, financial statements, data, text, software, photographs, graphics, video, messages or other materials which you provide to WTAMI or other users during the listing process, or in any public message area, through the chat room feature, or through any e-mail feature or through faxes and letters. You undertake to WTAMI to ensure the truth and accuracy of all Supplied Information, and to inform us immediately upon discovery that any of the Supplied Information is, or become, untrue, incomplete, misleading or inaccurate in any material respect. If you provide any information that is untrue, inaccurate, not current or incomplete, or which we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, WTAMI has the right to suspend or terminate your listing, and refuse any of our current or future Service
· Representations and warranties. You agree that the Supplied Information and any of the Asset you offer via the Service:
(a) will not violate any applicable law or regulation;
(b) will not infringe any third party rights, including intellectual property rights (such as patents, trademarks, copyrights, licences, permits, etc.) or other proprietary rights or rights of confidentiality;
(c) will not be fraudulent;
(d) will not involve the sale of stolen or counterfeit property;
(e) will not be obscene or defamatory;
(f) will not contain any viruses or other computer programming routines which (or are intended to) damage, disrupt, intercept or expropriate any system, data or personal information; and
(g) will not have any link directly or indirectly to goods or services that
(i) are prohibited under these Rules; or
(ii) you are not entitled to link to or include or
(iii) are prohibited by any rule or law;
(h) it exists and is owned by you or is within your power to dispose; and
(i) that you are legally entitled to receive the Consideration.
Any Asset which does not satisfy requirements (a) to (g) above will be deemed as prohibited from listing.
· Licence to wtami.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence (with the right to sub-license) to use, reproduce, adopt, modify, adapt, publish, translate, create derivative works from, distribute, perform and display (in whole or in part) the Supplied Information, and/or to incorporate the same into other works in any form, media, or technology now known or later developed.
· Private Data Policy. Notwithstanding the licence referred to above, we will only use the Supplied Information in accordance with our Private Data Policy, which forms part of these Rules.
5 LISTING OBLIGATIONS.
If you list any information for publication via the Service, you agree to (a) provide true, accurate, current and complete information about your company and the business or Asset you wish to be uploaded through the Service as prompted by the listing information form (see Asset Listing Form); and (b) maintain and promptly update the listing information to keep it true, accurate, current and complete.
6 THE MATCHING AND TRANSACTION PROCESS
· Listing. Listings are text descriptions, financial information, graphics and/or pictures on WTAMI's Website supplied by you that describe the Asset you offer for sale to others directly.
· The negotiation process. After a listing providing Asset information on WTAMI’s Website or Bulletin Board for the sale of Asset has been "matched" via the Service, the prospective Asset Buyer and Asset Seller will enter into negotiations directly leading to the entry of a Transaction Agreement. During the negotiation process, the Asset Buyer and Asset Seller may make offers and counter-offers directly. An offer or counter-offer by the other party which has been accepted by you directly will become legally binding on the offeror or the counter-offeror (as the case may be), and the acceptance of an offer or counter-offer will constitute an obligation for the accepting party to proceed to complete the Transaction although in each case, regard must be had to the terms of the Transaction and applicable law. Offers and acceptances communicated by a party directly to another via the Service are not retractable except in exceptional circumstances, such as when a description of Asset materially changes after listing or when the identity of a party involved in the Transaction cannot be authenticated. (Note: The service is only providing a channel to users and WTAMI shall not be treated as a party to the agreement or negotiation.)
· Panel of Professional Advisers. In compliance with the Rules, you are required to seek the services of our WTAMI’s Professional Advisers to meet the requirements under WTAMI including for preparation of Private Placement Memorandum, Financial and Forecasts, Legal Reports, Valuation Reports, Ratings, etc. The Professional Advisers are appointed by you directly and are representing your best interest.
· Legal advice. You are recommended to seek your independent legal advice before entering into a binding contract for the sale and purchase or other Transaction Agreement.
· Disputes between Asset Seller and Asset Buyer.Our involvement in dealings between potential Asset Buyer and Asset Seller is restricted to that of an intermediary providing a platform for Asset information and allow your information to be channeled. We take no part in any stage of the negotiations or agreements save that at the request of each party, we may assist to arrange the parties to meet. In the event that a dispute arises between you and one or orher parties, you hereby agree and undertake to indemnify and release WTAMI from any claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
7 DISCLAIMER
· Information provided on "as is" basis. All information is provided "as is" without warrant of any kind because of the possibility of human and technical errors as well as other factors. WTAMI is not responsible for any errors or omissions in the information. WTAMI makes no representations and disclaim all expressed, implied and statutory warranties of any kind to the users and/or any third party including any warranties of accuracy, timeliness, completeness, merchantability and fitness for a particular purpose. In addition, WTAMI in providing the information make no endorsement of any particular Asset, Asset Seller or Asset Buyer. You shall use your own resources to verify and assess the investment opportunity.
· Services provided on "as available" basis. While always striving to provide you with an efficient Service, WTAMI cannot always foresee or anticipate technical or other difficulties. The Service is provided on an "as available" basis. WTAMI makes no warranty that (i) the Service will be uninterrupted, timely, secure or error-free; or (ii) any products, services, information, or other material purchased or obtained by you though the Service will meet your particular purpose.
· Limit of liability. You expressly acknowledge and agree that WTAMI shall not be liable for any direct, indirect, incidental or consequential losses or damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from:
(a) the use or the inability to use the Service;
(b) the completion or non-completion of the Transaction Agreement through our Service;
(c) your reliance on any information, assistance or guidance given by us;
(d) unauthorised access to or alteration of your transmissions or data;
(e) statements or conduct of any third party on the Service; or
(f) any other matter relating to the Service. .
· No Guarantee of deal making. Though WTAMI tries to match Asset, Asset Buyer and Asset Seller by providing service to enable the upload of Assets information and providing a channel whereby Assets information to identify, reviewing and confirming sale and purchase of potential Asset investment opportunities, our role is strictly an Asset information platform. No guarantee is given that any deal will be concluded through our Service and we are not the agent or representative of any party.
No independent due diligence nor specific verification has been carried out by WTAMI on any of the listed Asset. You are required to carry out due diligence or specific verification yourself or by your own team of professional advisers. No representation, warranty or endorsement is given for the Asset as to their existence, ownership, legal title, commercial value, accuracy of the description or otherwise.
· Transaction procedures non-exhaustive. The transaction procedures suggested by WTAMI are not meant to be exhaustive or suitable for all Assets. Specific transaction procedures may vary according to, for instance, the nature of the transaction, or the law and regulations of the countries where the Asset is located. You shall ensure that you carry out such necessary procedures yourself to ensure a binding agreement, if any, is reached by you and the Asset Seller.
8 YOUR RESPONSIBILITY
· Indemnity. You agree to indemnify and hold WTAMI and its respective subsidiaries, affiliated organisations, officers, directors, agents and employees harmless from any claim or demand (including legal expenses and the expenses of other professionals) made by a third party due to or arising out of your breach of these Rules or the documents it incorporates by reference, or the distribution and publication of the Supplied Information, or your violation of any law or the rights of a third party.
· Compliance with laws. You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Service and your listing, purchase and sale of Asset on the wtami.com site, including but not limited to, complying with all applicable laws regarding the transmission of technical data.
· System usage and care. You agree that you will not use any device, software or program to interfere or attempt to interfere with the proper working of the wtami.com site or any transaction being conducted through our site. You may not take any action that imposes unreasonable or disproportionately large-sized files on our system infrastructure, which may be or be deemed destructive and/or damaging.
9 RIGHT OF ACTION
We may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your current listings, and any other information you place on the Website if you breach any of these Rules or if we find the Information placed on our information platform to be untrue. Without limiting any other remedies, we may suspend or terminate your account or you must indemnify WTAMI for any losses or damages sustained by WTAMI if you are found to have been engaged in fraudulent activity in connection with our Service.
10 TERMINATION
You agree that WTAMI, in its sole discretion, may terminate your account or use of the Service, and remove any Supplied Information for any reason, including without limitation, if WTAMI believes that you have violated or breached of any of the Rules. WTAMI may also, in its sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of the Rules may be effected without prior notice, and acknowledge and agree that WTAMI may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. PROVIDED ALWAYS you hereby agree and acknowledge that the termination of your listing or your access to the Service shall not prejudice your obligation to pay or procure the payment of any Success Fee or any other fees to us which has or will become payable under the terms hereof, but WTAMI shall not be liable to you or any third party for direct, indirect, incidental or consequential losses or damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses for any termination of your access to the Services.
11 NO AGENCY
No agency, partnership, joint venture or employee-employer relationship is or intended to be created by any terms or conditions of the Rules.
12 NOTICES
Any notices to you or to us shall be sent by email to info@wtami.com or to the email address you provided to us during the listing registration process. Notice shall be deemed to be given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid.
13 FORCE MAJEURE
WTAMI shall not be liable to you for delays or failures in performance resulting from causes beyond WTAMI reasonable control, including, but not limited to, acts of God, labour disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures or casualties or breaking down of the computer system.
14 ASSIGNMENT
WTAMI may assign its rights, benefits, privileges contained, or arising from or connected with the terms and conditions of the Rules to third party without your consent.
15 GOVERNING LAW AND JURISDICTION
The Rules shall be governed in all respects by Hong Kong law without regard to its conflict of law provisions. Each party to these Rules agrees to submit to the exclusive jurisdiction of the courts of Hong Kong.
16 MISCELLANEOUS
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. WTAMI failures to act with respect to a breach by you or others does not waive WTAMI right to act with respect to subsequent or similar breaches. Acceptance of the terms and conditions of the Rules also constitutes an acknowledgement of the Important Notice.
17 TRANSLATION
This Terms and Conditions and other documents and information listed on the Website shall be in English Language and any other translation may be made out but in case of conflict the English version shall prevail.
This is the Data Privacy Policy referred to in our on-line Rules ("the Rules"). Your privacy is important to WTAMI, and this policy gives you information about how data and information about you from which you may be identified ("Personal Data") are compiled by us for use in connection with the wtami.com web site.
THIS PRIVATE DATA POLICY IS INCORPORATED AS PART OF THE RULES AND IS SUBJECT TO ITS TERMS. BY ACCEPTING THE TERMS OF THE RULES, YOU EXPRESSLY AGREE AND CONSENT TO OUR USE AND DISCLOSURE OF ALL OF YOUR PERSONAL DATA, INCLUDING THE SUPPLIED INFORMATION (AS DEFINED) IN ACCORDANCE WITH THIS POLICY. THE TERMS OF THIS POLICY ARE SUBJECT TO CHANGES, WHICH WTAMI MAY IN OUR ABSOLUTE DISCRETION MAKE FROM TIME TO TIME.
LISTING INFORMATION. When you list your Asset with wtami.com, you are required to complete an Asset Listing Form. You will be required to provide WTAMI with certain information in the Asset Listing Form, including your full name and address, contact telephone number(s) and e-mail address. In addition, you will be asked to provide your company's address, contact telephone number(s) and a description of your company's services and/or products. The information provided by you will be used by WTAMI to keep a record of all of WTAMI’s Service users and their products and/or services. Such information may also be translated into statistical data so that we may classify our Service users by, for example, industry and country. This data may be used by WTAMI to deliver information about its new services to its Service users and for general promotion. WTAMI may use your e-mail address to contact you regarding such new services and promotion. The Personal Data, which you provide to us, will not be made available by WTAMI to other users.
ADVERTISING. We may aggregate Personal Data and other information provided by you and disclose such data and information in aggregate to advertisers for marketing and promotional purposes.
WTAMI USES OF "COOKIES". WTAMI uses cookies to make its Website more "user friendly" by enabling you to use its services without having to repeatedly type in your registration information and by tracking the status of your web browser.
THIRD PARTY ACCESS. WTAMI is an information platform to enhance and improve business opportunities submitted by users which provide a mechanism by which other users may effectively and efficiently gather such information and assess any business opportunities. We do not give, sell, rent, share or trade any Personal Data in relation to Service users to any third parties, with the exception of third party contractors and service providers who work with WTAMI to provide the Website and other services, and who are strictly prohibited from later use of the information that they may have access to. However, WTAMI will disclose any information about you to law enforcement or other government officials when WTAMI believes in good faith the law permits.
EXTERNAL LINKS. WTAMI’s Website contains links to other sites. Wtami.com is not responsible for the privacy practice or the content of such websites. WTAMI may at any time add business partners or co-branded sites, but the sharing of information with them will be limited to only aggregate information, and WTAMI will not disclose your identity..
PUBLIC ACCESS TO INFORMATION ON OUR WEBSITE. You are in control of the level of confidentiality that surrounds the Asset. To list an item on our information platform or to list your investment search criteria you will be asked to provide certain details in relation to these. Wtami.com recognizes that some owners of Assets may be reluctant to let the fact that they wish to divest their Assets be made known to the public at large. Similarly, some potential buyers may also not want their acquisition criteria to become known to the public at large. Wtami.com enables users to withhold, at their discretion, such information from being available to all users and also enables buyers and sellers to enter into discussions with each other directly without initially exchanging private contact details. Wtami.com provides for this via two avenues: (i) via a private chat room to which only the user and his selected counter-party have access; or (ii) using WTAMI as a channel (not an agent or not as a party to the discussion) to establish if the counter-party would be of interest or would be interested in hearing directly from you.
SECURITY. WTAMI keeps track of IP host addresses for security purposes. If WTAMI does not find any security problems, WTAMI disposes of the collected IP host addresses in a timely manner. WTAMI’s Website has a number of security measures in place to protect the loss, misuse and alteration of the information under its control. These security measures include backing up data to other servers and encrypting user Passwords. However, notwithstanding our security measures, you should be aware that due to the nature of the Internet the information under WTAMI controls may not be protected absolutely. Therefore, WTAMI shall not be responsible for any loss, misuse or alteration of any of the information supplied by you to WTAMI.
CONTACTING US. If you have any questions about this Private Data Policy, the practices of WTAMI, or your use of the Wtami.com web site, you can contact us at: info@wtami.com.
COPYRIGHT
The design and information contained in this site are owned by WORLD TRADE ASSETS MARKET INC. (“WTAMI”) or one of its affiliates. Except as other sections of this Website may specifically allow by agreement, the information may only be contained in a single temporary copy in a single computer's memory and a single permanent copy to be used by the user, the information may not otherwise be used (nor copied, performed, distributed, rented, sublicensed, altered, stored for subsequent use, or otherwise used in whole or in part, in any manner) without WTAMI's prior written consent except to the extent that such use is permissible under applicable law. In addition, the information may not be taken out of context or presented in an unfair, misleading or discriminating manner. All copies must bear this permission notice and the following copyright citation on the first page: "COPYRIGHT 2000 - 2008 WORLD TRADE ASSETS MARKET INC. ALL RIGHTS RESERVED." Except as set forth herein, any other use of the information contained in this site requires the prior written consent of WTAMI and may require a fee.
LINKS TO THIRD PARTY SITES
The linked sites to this site are not under the control of WTAMI. WTAMI has not reviewed, approved and is not responsible for the contents of any linked sites or any links contained in linked sites. The inclusion of any link does not imply endorsement by WTAMI of the site. Third party links to WTAMI site using WTAMI logos shall be governed by a separate agreement.
Indemnification
Users agree to indemnify and hold harmless WTAMI and its affiliates and their officers, directors, employees and agents from any and all claims and losses imposed on, incurred by or asserted as a result of or related to (a) any non-compliance by any user with the terms and conditions hereof; or (b) any third-party actions related to any user's receipt and use of the information, whether authorized or unauthorized. Any co-operation by WTAMI in such defense is without waiver of any lawyer-client, work product or other legal privileges.
WTAMI cannot nor do we try to control the information provided by other users made available through the Service. You should be aware that information provided by users of the Internet, including WTAMI site might be offensive, harmful, inaccurate or misleading. We therefore expect that you will use caution when using our site.
DISCLAIMERS
Unless due to wilful tortuous misconduct or gross negligence, WTAMI shall have no liability in tort, contract or otherwise (and as permitted by law, product liability) to any user and/or any third party.
WTAMI shall under no circumstances be liable to any user and/or any third party for any lost profits or lost opportunity, indirect, special, consequential, incidental or punitive damages whatsoever, even if WTAMI has been advised of the possibility of such damages.
*I / We undertake that with certain information on WORLD TRADE ASSETS MARKET INC. (hereinafter called “WTAMI”) and any Asset Seller and Asset Buyer of WTAMI (hereinafter WTAMI and any Asset Seller and Asset Buyer of WTAMI are collectively called “the Companies”) either orally or writing, that is either non-public, confidential or proprietary in nature (hereinafter referred to as "the Information") which may include:
1. information relating to the financial, marketing, organization and trading position of the Companies, including any details of customers, suppliers, debtors or creditors;
2. technical information relating to any product or services manufactured or supplied by the Companies and/or any of its subsidiaries, affiliates, agents and/or servants;
3. information relating to intellectual property rights in respect of the product and services manufactured or supplied by the Companies and/or any of its subsidiaries, affiliates, agents and/or servants;
4. information relating to the officers, directors or employees of the member of Companies and/or any of its subsidiaries, affiliates, agents and/or servants including their terms and conditions of employment or engagement;
5. any other information which may from time to time be identified by WTAMI as being of a confidential nature and as being subject to the terms of this agreement;
*I / we unconditionally and irrevocably undertake and warrant to WTAMI that *I / we will:
6. utilise the Information exclusively for the purpose of reviewing and/or assessing the Asset (the assets offered through WTAMI’s information platform);
7. not disclose the Information to any person other than:
7.1 such only of *my / our directors or other members of senior management whose knowledge of such Information is essential for the purpose of the services provided by WTAMI (hereinafter called “the Service”);
7.2 any other person approved in writing by WTAMI;
*I / we shall procure that any of those persons referred to in sub-paragraphs 7 above to whom all or any of the Information is disclosed shall hold it strictly confidential and shall not disclose it to any third party except to those person as permitted by the above sub-paragraphs, in which event *my / our obligation to procure the confidentiality of such information shall apply mutatis mutandis in relation to such persons;
8. whenever requested by WTAMI, return and procure that there is returned to WTAMI, immediately all master copies in tangible form which constitutes the Information, or any part of it, together with all copies (whether supplied to or made by *me / us) and *I / we will destroy (and procure that any person referred to in paragraph 7 above to whom or to which Information has been imparted confirm to WTAMI in writing that they have been destroyed) any analysis, compilations, studies, reports and other documents or materials prepared by *me / us or on WTAMI’s behalf which reflect or are prepared from or using any of the Information;
9. not utilise the Information for any purpose other than is specified in paragraphs 6 and 7 above;
10. maintain a list of individuals or entities to whom any information is disclosed and make such list available to WTAMI upon request;
It is accepted by *me / us that anything contained in this letter shall not in any way restrict *my / our right to use, disclose or otherwise deal with any of the Information if and to the extent that it was at the time it was imparted to *me / us in public domain or become subsequently so available, other than as a result of a breach of this agreement by *me / us or by any person referred to in paragraph 7 above.
It its confirmed by *me / us that the provisions of this declaration are intended to impose an immediate binding legal obligation on *me / us and (save as otherwise appropriately provided herein) will continue indefinitely unless my appointment with WTAMI is terminated in which event the undertakings herein will lapse other than to the extent the Information supplied or covenants given relate to *me / us.
It is further confirmed by *me / us that upon *my / our * appointment with WTAMI is terminated, *I / we will not for a period of 12 months disclose the Information to any person or use the Information in any manner.
*I / We further acknowledge that any breach of the provision of this declaration would result in serious damage being sustained by WTAMI and therefore *I / we hereby unconditionally agree:
11. to indemnify WTAMI fully for any losses, damage or expenses that may be occasioned by any such breach; and
12. to waive any right *I / we may have to oppose the granting of any equitable relief (including injunctive relief) sought by *me / us in relation to any threatened or actual breach of the provisions herein.
Each provision herein (including each undertaking and each part of it) shall be construed separately and independently from each other and notwithstanding that such provisions and/or undertakings (or part of it) may prove to be illegal or unenforceable the remaining provisions and undertakings herein shall continue in full force and effect.
The contents of this declaration shall be governed and construed in all respects in accordance with the laws of Hong Kong to the non-exclusive jurisdiction of whose court *I / we shall be deemed irrevocably to have submitted.
(* delete where applicable)
Your appointment as Asset *Seller / Buyer Agent is based on you agree and follow the terms and conditions as mentioned below. Please refer to website www.wtami.com under “Services” for Asset *Seller / Buyer Agent “Job Functions and Remunerations”.
World Trade Assets Market Inc. (“WTAMI”) / World Trade Assets Market Limited (“WTAML”) that has been appointed by WTAMI to manage Asset Seller Agents on its behalf shall be entitled to terminate your appointment as Asset *Seller / Buyer Agent in the event the following occurs:
(a) If you and / or your agent / employee / affiliate (collectively hereinafter refers as “You”) disclose or allow for disclosure of the Information relating to the business of WTAMI and / or WTAML / Asset Buyer / Asset Seller (collectively hereinafter referred as “the Group”) and / or to the assets offered through WTAMI and / or WTAML’s business (“Assets”) to any unauthorized party;
(b) If You provides any false or misleading information or makes any misrepresentation in connection with the Assets or WTAMI or WTAMI's fees, legal terms, terms and conditions and rules;
(c) If You become personally interested with the Assets, engage in any act with the intention of by-passing WTAMI and / or WTAML or collude to work with, or deals with any party to reach or conclude a Transaction Agreement without WTAMI and / or WTAML's knowledge or acquiescence;;
(d) If You carry out any act which brings the Group and / or WTAML / WTAMI’s clients name into disrepute;
(e) If You carry out or be involved in any act which causes loss and / or damage to the Group; or
(f) If there is complain or / and legal action by Asset Seller / Buyer and / or others against You and / or the Group or WTAML / WTAMI’s clients from misconduct by You.
Immediately after termination of your appointment you shall cease to represent WTAMI / WTAML as our Asset *Seller / Buyer Agent.
You are aware that if you are appointed as an Agent of WTAMI, you must observe and abide by the rules, legal terms, WTAMI’s procedures, fees, terms and conditions, Agent Service Agreement, and job functions and remunerations of WTAMI as laid out on website www.wtami.com. You agree to indemnify the Group and / or WTAMI / WTAML’s clients for all losses or damages sustained by the Group and / or WTAMI / WTAML’s clients at all time and even after termination of the appointment.
(*
delete where applicable)
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