The final update time of this document is April 20, 2020.
· PROBITEX LIMITED and its subsidiaries and affiliated companies ('PROBITEX', 'Services', 'we' or 'us'), including www. PROBITEX.com (collectively, the 'Site'),
· and the client which has electronically signed and accepted, for the substance, the present Terms (hereinafter referred to as 'User'):
hereinafter referred to as 'the Parties'.
PROBITEX provides an online tool that allows users to:
· allows users to buy and sell different cryptographic currencies worldwide (Trade Bitcoin);
· provides a wallet service where you can store your different cryptographic currencies;
· make payments to and accept payments from third parties (Accept Bitcoin, Payment gateway for Merchants).
By accessing or using the Site, you represent and warrant that you have not previously been suspended or removed from the Site. You represent and warrant that you are not: (a) located in, under the control of, or a national or resident of any country to which the Singapore has embargoed goods or services; (b) identified as a 'Specially Designated National', or (c) placed on the Commerce Department¡¯s Denied Persons List. You further represent and warrant that you will not use the Site if the laws of your country prohibit you from doing so in accordance with these Terms.
2. Registration and Account
In order to access and use certain features on the Site, you must create an account with PROBITEX ('Account'). You agree to: (a) provide accurate, current and complete information when creating or updating an Account; (b) maintain and promptly update your Account information; (c) maintain the security and confidentiality of your login credentials and restrict access to your Account and your computer; (d) promptly notify PROBITEX if you discover or otherwise suspect any security breaches related to the Site; and (e) take responsibility for all activities that occur under your Account and accept all risks of unauthorized access.
4. Confidentiality of Transmissions Over the Internet
5. Non Adviced
a. Execution only
We deal on an execution only basis and do not advise on the merits of particular transactions, or their taxation consequences.
b. Own judgement and suitability
Without prejudice to our foregoing obligations, in asking us to enter into any transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the transaction. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction. We give you no warranty as to the suitability of the products traded under these Terms and assume no fiduciary duty in our relations with you.
c. Incidental information and investment research
Where we do provide generic trading recommendations, market commentary or other information:
· this is incidental to your dealing relationship with us. It is provided solely to enable you to make your own investment decisions and does not amount to advice;
· we give no representation, warranty or guarantee as to the accuracy or completeness of such information or as to the tax consequences of any transaction.
6. Copyright and Limited License
Unless otherwise indicated on the Site, the Site and all content and other materials on the Site, including, without limitation, the PROBITEX logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, 'PROBITEX Materials') are the proprietary property of PROBITEX or its licensors or users and are protected by Singapore and international copyright laws.
You are granted a limited, non-sublicensable license to access and use the Site and PROBITEX Materials; subject to these Terms. Except as expressly permitted on the Site, in these Terms or otherwise in writing by PROBITEX, such license does not include: (a) any resale or commercial use of the Site or the PROBITEX Materials; (b) the distribution, public performance or public display of any PROBITEX Materials; (c) modifying or otherwise making any derivative uses of the Site and the PROBITEX Materials, or any portion thereof; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Site, the PROBITEX Materials or any information contained therein; or (f) any use of the Site or the PROBITEX Materials other than for its intended purpose. Any use of the Site or the PROBITEX Materials other than as specifically authorized herein, without the prior written permission of PROBITEX, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
7. Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act ('DMCA') and other applicable law, PROBITEX has adopted a policy of terminating, in appropriate circumstances and in PROBITEX¡¯s sole discretion, users who are deemed to be repeat infringers. PROBITEX may also, in its sole discretion, limit access to the Site and/or terminate the Account of any user who infringes any intellectual property rights of others, whether or not there is any repeat infringement.
'PROBITEX', the PROBITEX logos and any other PROBITEX product or service name, logo or slogan contained in the Site are trademarks or service marks of PROBITEX (the 'PROBITEX Marks') and may not be copied, imitated or used, in whole or in part, except as expressly permitted in these Terms or on the Site or with the prior written permission of PROBITEX. You may not use any meta tags or any other 'hidden text' utilizing any PROBITEX Marks without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of PROBITEX and is part of the PROBITEX Marks and may not be copied, imitated or used, in whole or in part, without our prior written permission except as expressly permitted herein or on the Site. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the written permission of the applicable trademark holder. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
9. 51% and other Crypto Currency Attacks
PROBITEX makes every attempt to help prevent and mitigate crypto currency attacks. However, should an attack occur and we are able to confirm it, then PROBITEX will immediately halt trading, deposits, and withdrawals for that coin. If it is determined that such an attack caused the currency to greatly decrease in value, then PROBITEX will discontinue trade activity on that currency entirely. Resolutions concerning deposits, withdrawals, and user balances for an attacked currency will be determined on a case by case basis.
You are granted a limited, non-exclusive right to create a text hyperlink to the Site, provided such link does not portray PROBITEX or any of our Site in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable, in our sole discretion. This limited right may be revoked at any time. You may not use any PROBITEX Marks or other proprietary graphic of PROBITEX to link to the Site without the express written permission of PROBITEX. Further, you may not use, frame or utilize framing techniques to enclose any PROBITEX trademark, logo or other proprietary information, including the images found on the Site, the content of any text or the layout/design of any page or form contained on a page of the Site without PROBITEX¡'s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or other proprietary right of PROBITEX or any third party.
PROBITEX is registered with the ACRA Singapore. PROBITEX does not require any license or approval of the Monetary Authority of Singapore.
12. Third Party Content
PROBITEX and its users may provide third party content on the Site and may provide links to web pages and content that are not owned or controlled by PROBITEX (collectively the 'Third Party Content') as a service to those interested in this information. PROBITEX does not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that PROBITEX is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk. Your business dealings or correspondence with, or participation in promotions of, any third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third parties. PROBITEX is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such Third Party Content on the Site.
You acknowledge and agree that any materials, including but not limited to questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding PROBITEX or the Site (collectively, 'Feedback') that are provided by you, whether by e-mail, posting to the Site or otherwise, are non-confidential and will become the sole property of PROBITEX. PROBITEX will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
14. User Conduct and Obligations
· Your license to access and use the Services is subject to the following restrictions and prohibitions on use ('User Conduct and Obligations').
· You agree that you shall not upload, post, transmit, share or otherwise make available through, or to, the Services any content that:
· Is unlawful, abusive, threatening, harmful, obscene, lewd, offensive, defamatory, or otherwise objectionable.
· Might infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others.
· Might violate any local, federal, or international law, or any rules of any securities exchange, either intentionally or unintentionally.
· Contains any viruses, trojan horses, time bombs, cancelbots, or any other harmful or disruptive computer code, file, or program designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
· Reproduce, copy, modify, distribute, market, display, transfer, sublicense, prepare derivative work(s) or adaptation(s) based on, sell, exchange, barter, transfer, or otherwise make available in any form or by any means, except for the express limited Permitted Uses, all or any portion of the Services or any Information And Content retrieved therefrom.
· Disrupt, disable, place unreasonable burdens or excessive loads on, interfere with, or attempt to gain unauthorized access to any portion of the Services, or their computer systems, servers, or networks.
· Post or provide any information that that you know (or ought to know) is false or misleading, provide false information about yourself, impersonate any other person, or otherwise attempt to mislead others about your identity, your affiliation with any person or entity, or the origin of any content, message, or other communication.
· Upload, post, transmit, share, or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of solicitation, bulk e-mail, or duplicative messages.
· Use any automatic or manual process to collect, harvest, gather, or extract information about other visitors to or users of the Services, or otherwise systematically extract data or data fields, including without limitation any financial and/or currency data or e-mail addresses.
· Use the Services for the purpose of gathering information for, or transmitting, unsolicited bulk commercial e-mail over the Internet to other users of the Services or to other third parties. Internet e-mail sent to, or through, the computer systems of the Services or to users of the Services or to other third parties containing invalid or forged headers, invalid or non-existent domain names, or other deceptive addressing is deemed counterfeit. SENDING, OR ATTEMPTING TO SEND, COUNTERFEIT E-MAIL TO, OR THROUGH, THE COMPUTER SYSTEMS OF THE SERVICES IS STRICTLY PROHIBITED.
· Provide access to or use of any portion of the Services through any timesharing system, service bureau, the Internet, or any other technology now existing or developed in the future, except as specifically permitted in writing by PROBITEX.
· Redistribute any Information And Content, including but not limited to financial and currency data, in any manner whatsoever including without limitation by means of printed publication, fax broadcast, web pages, e-mail, web newsgroups or forums, or any other electronic or paper-based service or method, to any person, organization, corporation or other entity, including within your own organization or externally, except for the limited Permitted Uses.
· Use any Information And Content, including but not limited to financial and currency data, for any purpose competitive with PROBITEX's businesses which include, without limitation, providing raw currency data and currency rate conversion services.
· Present, archive, cache, frame, scrape, or mirror any Information And Content from any part of the Services within another web site, except with express written permission from PROBITEX.
· Remove, obscure, or alter any notice of PROBITEX's intellectual property rights present on or in the Services, including but not limited to copyright, trademark, and/or patent notices.
· Copy, disassemble, decompile, translate, reverse engineer or otherwise reduce the Services software or use any network monitoring or discovery software to determine the network and/or computer architecture, except as permitted by mandatory rules of applicable law that cannot be disapplied by contract.
· Remove, disable, defeat, or change any functionality or appearance of the Services or intentionally alter the format in which financial and currency data is provided by PROBITEX or otherwise circumvent the Services' regular interfaces to such data; and embed or import any financial and currency data provided in, on or through the Services into any information services (whether or not web-based), data files, or application software, including without limitation accounting and payroll systems, except as specifically permitted in writing by PROBITEX.
· Embed or import any financial and currency data provided in, on or through the Services into any information services (whether or not web-based), data files, or application software, including without limitation accounting and payroll systems, except as specifically permitted in writing by PROBITEX.
The foregoing prohibitions expressly include, but are not limited to, the practice of 'screen scraping', or any other practice or activity the purpose of which is to obtain lists of data, portions of a database, or other lists or information from the Services, in any manner or in any quantities not authorized in writing by PROBITEX.
15. Electronic Trading Terms
a. Electronic Order entry for Market Orders equals Order execution
To enter an online order, you must access the Markets window, then click on 'BUY/SELL' for the relevant market where you will enter the price and lot size. The order is placed in exchange shortly after you hit the submit order button provided you have sufficient funds in your Account. Orders may fail for several reasons including changing dealer prices, insufficient margin, unspecified lot size or unanticipated technical difficulties.
b. FUNDS OR CURRENCY IN ACCOUNT
YOUR ACCOUNT WITH US IS NOT A BANK ACCOUNT. OUR SERVICES ARE NOT FINANCIAL INSTRUMENTS, AND WE ARE NOT A REGULATED FINANCIAL INSTITUTION. NO INTEREST WILL BE PAID ON ANY FUNDS OR CURRENCY YOU USE TO PURCHASE OR TRADE FOR ANY OTHER CURRENCY WITH OTHER MEMBERS, AND SUCH CURRENCY IS NOT INSURED BY THE COMPANY OR ANY GOVERNMENT AGENCY. ALL CURRENCY TRADED OR PURCHASED BY YOU WILL BE ASSOCIATED WITH YOUR ACCOUNT UNTIL USED TO TRADE WITH OTHER MEMBERS OR UNTIL WITHDRAWN BY YOU.
c. Use of information, data and software
In the event that you receive any data, information or software via an Electronic Service other than that which you are entitled to receive pursuant to these Terms, you will immediately notify us and will not use, in any way whatsoever, such data, information or software.
If you request a withdrawal of monies from your Account and we cannot comply with it without closing some part of your open positions, we will not comply with the request until you have closed sufficient positions to allow you to make the withdrawal.
e.Execution of orders
We shall use our reasonable endeavors to execute any order promptly, but in accepting your orders we do not represent or warrant that it will be possible to execute such order or that execution will be possible according to your instructions. If we encounter any material difficulty relevant to the proper carrying out of an order on your behalf we shall notify you promptly.
We shall be entitled to act for you upon instructions given or purporting to be given by you or any person authorized on your behalf without further inquiry as to the genuineness, authority or identity of the person giving or purporting to give such instructions provided such instruction is accompanied by your correct Account number and password.
g. Currency of Accounts
You will be able to open your trading Account(s) in SGD, USD, EUR, GBP or any currency that may be offered by PROBITEX, including crypto currencies. Account(s) balances will be calculated and reported to you in the currency in which Account(s) are maintained.
h. System defects
In the event you become aware of a material defect, malfunction or virus in the System or in an Electronic Service, you will immediately notify us of such defect, malfunction or virus and cease all use of such Electronic Service until you have received permission from us to resume use.
i. Liability and Indemnity
Without prejudice to any other terms of these Terms, relating to the limitation of liability and provision of indemnities, the following clauses shall apply to our Electronic Services.
j. System errors
We shall have no liability to you for damage which you may suffer as a result of transmission errors, technical faults, malfunctions, illegal intervention in network equipment, network overloads, malicious blocking of access by third parties, internet malfunctions, interruptions or other deficiencies on the part of internet service providers. You acknowledge that access to Electronic Services may be limited or unavailable due to such system errors, and that we reserve the right upon notice to suspend access to Electronic Services for this reason.
Neither we nor any third party software provider accepts any liability in respect of any delays, inaccuracies, errors or omissions in any data provided to you in connection with an Electronic Service.
We do not accept any liability in respect of any delays, inaccuracies or errors in prices quoted to you if these delays, inaccuracies or errors are caused by third party service providers with which we may collaborate.
We shall not be obliged to execute any instruction which has been identified that is based on errors caused by delays of the system to update prices provided by the system price feeder or the third party service providers. We do not accept any liability towards executed trades that have been based and have been the result of delays as described above.
l. Viruses from an Electronic Service
We shall have no liability to you (whether in contract or in tort, including negligence) in the event that any viruses, worms, software bombs or similar items are introduced into the System via an Electronic Service or any software provided by us to you in order to enable you to use the Electronic Service, provided that we have taken reasonable steps to prevent any such introduction.
m. Viruses from your System
You will ensure that no computer viruses, worms, software bombs or similar items are introduced into our computer system or network and will indemnify us on demand for any loss that we suffer arising as a result of any such introduction.
n. Unauthorized use
We shall not be liable for any loss, liability or cost whatsoever arising from any unauthorized use of the Electronic Service. You shall on demand indemnify, protect and hold us harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and costs resulting from or arising out of any act or omission by any person using an Electronic Service by using your designated passwords, whether or not you authorized such use.
We shall not be liable for any act taken by or on the instruction of an exchange, clearing house or regulatory body.
p. Immediate suspension or permanent withdrawal
We have the right, unilaterally and with immediate effect, to suspend or withdraw permanently your ability to use any Electronic Service, or any part thereof, without notice, where we consider it necessary or advisable to do so, for example due to your non-compliance with the Applicable Regulations, breach of any provisions of these Terms, on the occurrence of an Event of Default, network problems, failure of power supply, for maintenance, or to protect you when there has been a breach of security. In addition, the use of an Electronic Service may be terminated automatically, upon the termination (for whatever reason) of:
q. any license granted to us which relates to the Electronic Service; or
Effects of termination
In the event of a termination of the use of an Electronic Service for any reason, upon request by us, you shall, at our option, return to us or destroy all hardware, software and documentation we have provided you in connection with such Electronic Service and any copies thereof.
16. Payment Service
Ⅰ.Terms for Merchants
The Merchant and PROBITEX are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into agreements of any kind on behalf of the other.
b. Daily Transaction Volume; Tiers
You agree to adhere to the transaction processing limits applicable to your Tier. You agree that, if you exceed that limit, PROBITEX has the right to hold the over-the-limit funds until you have provided us with the additional documentation required to qualify for the next Tier, and until we have had the opportunity to review such documents. We will take additional measures if you exceed your limit.
c.Invoices and Records
You must keep all records needed for fulfilling the merchandise to the purchaser and providing any post-sale support to the purchaser. If the sale of the item requires any government registration of the sale, you are responsible for such registration.
d.Representation and Warranties
· Your use of the Services is subject to several important restrictions. Specifically, you represent and warrant to us that:
· Your use of the Services will not contravene any applicable law or regulation, including applicable tax laws and regulations, and that your use of the Services will not violate the laws of the Singapore.
· Your use of the Services will not relate to sales of (i) narcotics, research chemicals or any controlled substances, (ii) cash or cash equivalents, including derivatives, (iii) items that infringe or violate any copyright or trademark, (iv) ammunition, firearms, explosives, or weapons regulated under applicable law, or (v) any services which compete with PROBITEX.
· Your use of the Services will not relate to transactions that (i) show the personal information of third parties in violation of applicable law, (ii) support pyramid or Ponzi schemes, matrix programs or other 'get rich quick' schemes, (iii) are associated with purchases of annuities or lottery contracts, lay-away systems, banking, off-shore banking, foreign exchange or transactions to finance investing or investment related products, or refinancing debts funded by a credit card, or (iv) provide credit repair or debt settlement services.
· Your use of the Services will not involve gambling or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, and sweepstakes, unless you have obtained our prior approval and you and your customers are located exclusively in jurisdictions where such activities are permitted by law.
· You have the right, power and ability to enter into and perform under these Terms.
e. Our Right to Reject
We reserve the right to decline to process a sale if we believe that it violates these Terms or would expose you, other merchants, purchasers, or other parties to harm. If we reasonably suspect that your PROBITEX account has been used for an illegal purpose, you authorize us to share information about you, your PROBITEX account, and your account activity with law enforcement.
f. Our Right to Inspect
We may ask for permission to inspect your business location, in connection with your use of the Services or specific transactions. If you refuse our request, we may suspend or terminate your PROBITEX account.
Ⅱ.Terms for Buyers
a. PROBITEX Relationships
PROBITEX provides Merchant with the functionality of receiving payments. All relationships between Buyer and Merchant should be solved between Buyer and Merchant without involving PROBITEX.
When you send a payment to certain Merchants, you are providing an Authorization to the Merchant to process your payment and complete the transaction. Some Merchants may delay processing your payment. In such an instance, you can contact Merchant directly to speed up the process.
c. Permissible Payment Transactions
You may only use the Service to process a Payment Transaction for a Product that is purchased from a Merchant through a legitimate, bona fide sale of the Product. The Service may not be used to process a Payment Transaction, or otherwise transfer money between a Buyer and Merchant, that is unrelated to a purchase of a Product. The Service may not be used to receive cash advances from Merchants or to facilitate the purchase of cash equivalents (travelers' cheques, prepaid cards, money orders, etc.). You may not use the Service to process Payment Transactions in connection with the sale or exchange of any illegal goods or services or any other underlying illegal transaction. In particular, you shall not use the Service or process Payment Transactions in connection with the sale or purchase of goods or services, or other remittances that are prohibited.
d. No Endorsement of Products
PROBITEX does not represent or endorse, and shall not be responsible for: (a) the safety, quality, accuracy, reliability, availability, delivery, integrity or legality of any Product, the truth or accuracy of the description of Products, or of any advice, opinion, offer, proposal, statement, data or other information (collectively, 'Content') displayed or distributed, purchased or paid through the Service, or the Merchant Establishments; or (b) the ability of Buyers to buy Products or Merchants to deliver Products. PROBITEX hereby disclaims any liability or responsibility for errors or omissions in any content on any Merchant's website.
Any link on the PROBITEX website to a third party site is not an endorsement of that website. The use or browsing by a Buyer of any other website shall be subject to the terms and conditions in each such website.
PROBITEX does not endorse any advertiser or merchant linked to its website. The Buyer must verify all information provided by the Merchants before arriving at his decision to purchase any Product. PROBITEX will not be held liable for commitments made or announced on the Merchants site.
PROBITEX may offer a feedback record or other mechanism for Customers to assist you in evaluating the Service. You acknowledge that any such feedback system represents solely the opinion of other Customers of the Service, and is not an opinion, representation, or warranty by PROBITEX with respect to other Customers or the Service.
17. Client Money
a. Client Money
We treat money received from you or held by us on your behalf in accordance with the requirements of the Client Money Rules.
You, the client, acknowledge and confirm that no interest will be received on the balance of your account.
c. Unclaimed client money
You agree that we may cease to treat your money as client money if there has been no movement on your balance for three years. We shall write to you at your last known address informing you of our intention of no longer treating your balance as client money and giving you 28 days to make a claim.
d. Liability and Indemnity
You agree that we shall not be liable for any default of any counter-party, bank, custodian or other entity which holds money on your behalf or with or through whom transactions are conducted. The Company will not be liable for loss suffered by you in connection to your funds held by us, unless such loss directly arises from our gross negligence, willful default or fraud.
You agree to defend, indemnify and hold harmless PROBITEX, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys¡' fees) arising out of or related to: (a) your use of the Site; (b) any User Content or Feedback you provide; (c) your violation of these Terms; (d) your violation of any rights of another; or (e) your conduct in connection with the Site. Some jurisdictions limit consumer indemnities, so some or all of the indemnity provisions above may not apply to you. If you are obligated to indemnify us, we will have the right, in our sole and unfettered discretion, to control any action or proceeding and determine whether we wish to settle it, and if so, on what terms.
19. Disclaimer of Warranties
PROBITEX PROVIDES NO GUARANTEE AS TO THE PERFORMANCE OR THE UNINTERRUPTED AVAILABILITY OF THE SITE OR THE PROBITEX MATERIALS. THE SITE AND PROBITEX MATERIALS ARE PROVIDED ON AN 'AS IS,' 'AS AVAILABLE' BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PROBITEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE AND THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN. PROBITEX DOES NOT REPRESENT OR WARRANT THAT PROBITEX MATERIALS OR THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE PROBITEX ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE SAFE, PROBITEX CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
PROBITEX reserves the right to change any and all content contained in the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by PROBITEX.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.
20. Limitation of Liability
IN NO EVENT WILL PROBITEX, ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE, THE PROBITEX MATERIALS OR THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM PROBITEX, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, WAR, RIOT, ARSON, EMBARGOES, CIVIL COMMOTION, STRIKES, LABOR DISPUTES, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO PROBITEX¡¯S RECORDS, PROGRAMS OR SITE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROBITEX, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU, IF ANY, TO PROBITEX FOR ACCESS TO OR USE OF THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
To the extent allowable by law, We reserve the right to set-off any damages or amounts owed to Us by You for Your breach of this Agreement or other obligations under this Agreement against funds in Your Account.
21. Modifications to the Site
PROBITEX reserves the right to modify or discontinue, temporarily or permanently, the Site or any features or portions thereof without prior notice. You agree that PROBITEX will not be liable for any modification, suspension or discontinuance of the Site or any part thereof.
22. Applicable Law and Venue
You agree that the laws of the Republic of Singapore law will govern these Terms and to submit to the non-exclusive jurisdiction of the courts of the Republic of Singapore for any suit, action or proceeding arising out of these Terms. The Contract and all its subsequent variations shall be subject to, governed by and interpreted in accordance with the laws of Singapore for every purpose.
23. Binding Arbitration
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH PROBITEX AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
If a dispute arises between the Parties arising out of or otherwise relating to these Terms, the Parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the Parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either Party must submit the issue to binding arbitration in accordance with applicable Arbitration Ordinance. Claims subject to arbitration ('Arbitral Claims') shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by Us under applicable worker¡¯s compensation law, unemployment insurance claims, intellectual property claims (including but not limited to claims involving copyrights, trademarks, patents, unfair competition, and/or trade secrets), along with actions (regardless of the underlying cause of action) by Us seeking injunctions, attachment, garnishment, and other equitable relief. The arbitration shall be conducted in Singapore, in a convenient location agreed to by the parties, or absent such agreement, selected by the Arbitrator. The arbitration shall be conducted by a single arbitrator, knowledgeable in Internet and e-Commerce disputes. The arbitrator shall be willing to execute an oath of neutrality.
The Arbitrator shall have no authority to award any punitive or exemplary damages, certify a class action, add any parties, or vary or ignore the provisions of these Terms. The arbitrators shall be bound by and apply the laws of Singapore to any dispute submitted for arbitration hereunder, and these Terms shall be interpreted in accordance with the laws of Singapore. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS.
The costs of arbitration shall be initially borne by the party initiating arbitration and later apportioned by the arbitrator. The arbitrator's decision will be binding and may not be appealed. A judgment of a court having jurisdiction may be entered upon the arbitrator's award.
24. Termination and Suspension
Notwithstanding any of these Terms, PROBITEX reserves the right, without notice and in its sole discretion, to terminate or suspend your right to use the Site, and to block or prevent your future access to, and use of, the Site.
Sections 8 (Trademarks), 12 (Third Party Content), 13 (Feedback), 18 (Indemnification), 19 (Disclaimer of Warranties), 20 (Limitation on Liability), 22 (Applicable Law), 23 (Arbitration), this Section 25 (Survival) and Section 26 (Severability) will survive any termination or expiration of these Terms.
If any provision of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
29. Force Majeure
In addition to applicable disclaimers stated above, PROBITEX's performance under these Terms shall be excused in the event of interruption and/or delay due to, or resulting from, causes beyond its reasonable control, including but not limited to acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, flood, earthquake, explosion, embargo, acts of terrorism, power failure, equipment failure, industrial or labor disputes or controversies, acts of any third party data provider(s) or other third party information provider(s), third party software, or communication method interruptions.
30. No Waiver
31. Governing Language and Translation