Terms of use

Welcome to Jafza Inc.'s website. Unless specified otherwise by Jafza for any website, these Terms of Use (these "Terms of Use") contain the terms and conditions that govern your access to and use of Jafza websites (the "Site" or "Sites," including www.imcetrade.com all networked websites operated by Jafza and its subsidiaries, and all data, text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, a rtwork and computer code made available by or through the Sites ("Content"). This is an agreement between you or the entity you represent ("you") and Jafza Inc., a Delaware corporation with offices located at LB21019 ,Jebel Ali Freezone Dubai United Arab Emirates (together with our subsidiaries that may make any Sites available to you, "Jafza," "we," "us," or "our"). Jafza is willing to grant access to and use of the Sites to you solely upon your acceptance of all of the terms and conditions of these Terms of Use without modification.

BY ACCESSING OR USING ANY SITE, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE AND ARE REPRESENTING THAT YOU ARE AUTHORIZED TO ACCESS AND USE THE SITES AND ARE LAWFULLY ABLE TO ENTER INTO THESE TERMS OF USE AND HAVE THE LEGAL AUTHORITY TO BIND ANY ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR ANY SUBSEQUENT MODIFICATION, DO NOT ACCESS, BROWSE OR OTHERWISE USE THIS SITE.

We reserve the right, in our sole discretion, to update or modify these Terms of Use at any time. Your continued access to and use of the Sites following the posting of any changes to these Terms of Use constitutes acceptance of the latest version of these Terms of Use. Please review the most current version of these Terms of Use at any time at www.Jafza.com/legal-notice.

Networked Websites

Jafza may use any Site as an entry into many networked websites operated by Jafza and its subsidiaries ("Networked Sites"). Notwithstanding anything to the contrary in these Terms of Use, additional or different terms and conditions may apply to certain Networked Sites. If applicable, such additional or different terms and conditions will be posted on the relevant Networked Sites. If a Networked Site has imposed additional or different terms and conditions, the provisions of that Networked Site shall control in the event of a conflict with these Terms of Use. Except as expressly supplemented or superseded as described herein, these Terms of Use apply to all Networked Sites and control your use thereof.

Use of Site

You may access and use the Sites solely in accordance with these Terms of Use. You will strictly adhere to all laws, rules, regulations and Jafza policies applicable to the access and use of the Sites, including those laws, rules and regulations that apply to online conduct, online content, and the export of data to and from the United States and your country of residence. In addition, you will not:

Access, acquire, copy or monitor any portion of any Site, or in any way reproduce or circumvent the navigational structure or presentation of any Site, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through any Site, including through the use of any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process.
Attempt to gain unauthorized access to any portion or feature of any Site, or any other systems or networks connected to any Site or to any server, including by hacking, password "mining" or any other illegitimate means.
Probe, scan or test the vulnerability of any Site or any network connected to any Site, nor breach the security or authentication measures on any Site or any network connected to any Site.
Reverse look-up, trace or seek to trace any information on any other user of or visitor to any Site, or any other customer of Jafza, including but not limited to personal identification or information.
Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of any Site or Jafza's systems or networks, or any systems or networks connected to any Site or to Jafza.
Use any device, software or routine to interfere or attempt to interfere with the proper working of any Site, any transaction being conducted on any Site, or with any other person's use of any Site.
Distribute viruses or any other technologies that may harm Jafza or the interests of property any other person or entity, including any other user of any Site.
Circumvent or manipulate our fee structure, the billing process or fees owed to Jafza, its dealers or its business associates.
Forge or manipulate identifiers in order to disguise the origin of any message or transmittal you send to Jafza on or through any Site.
Pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
Use any Site for any purpose that is unlawful, prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Jafza or others.

Intellectual Property Rights

Except to the extent expressly provided in these Terms of Use under the heading "Grant of License", you agree and acknowledge:

That Jafza owns or licenses any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary or moral rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide ("Intellectual Property Rights") in connection with or relating to the Sites and Content, including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Content or contained on the Sites ("Jafza IP").
That you have no right, license, or interest in any Intellectual Property Rights in connection with or relating to any Site or Content.
Jafza owns all right, title and interest in and to any replacements, improvements, updates, enhancements, derivative works and other modifications (including, without limitation, the incorporation of any ideas, methods or processes provided by or through you) to Jafza IP made by any person, even if paid for by you and regardless of whether or not they are similar to any of your Intellectual Property Rights. You will undertake any and all action necessary to vest such ownership in Jafza, including without limitation assigning (and you hereby assign) to Jafza all rights in and to such Intellectual Property Rights, including, without limitation, patent applications, patents, moral rights and copyrights arising from or relating to any Site or Content.
No part of any Site or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Jafza's express prior written consent.
The Sites (including but not limited to all information, software, text, displays, images, markings, images video, and audio, and the design, selection, and arrangement thereof), are owned by Jafza, its licensors, or other providers of such material and may be protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All marks that appear throughout the Sites and Content belong to Jafza, or the respective owners of such marks, and are protected by United States and international trademark and copyright laws. Any use of any of such marks without the express written consent of Jafza or the owner of the mark, as appropriate, is strictly prohibited.
That you must use the Sites as intended. You must not reproduce, distribute, modify, create derivative works of, edit or otherwise modify any material, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site without our prior written consent.
The Jafza name, Jafza logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Jafza or its affiliates or licensors. You must not use such marks without the prior written permission of Jafza. Any other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners. Under no circumstances will you acquire any ownership rights or other interest in any such marks or content on this Site by or through your use of the Site.
Jafza may, at its sole discretion, disable and terminate access to the Sites and Content by any persons or entity that may be infringing the Intellectual Property Rights of Jafza or others.
Jafza, LET’S DO THE WORK, their respective logos, trade dress as well as corporate and product identity used herein, are trademarks of Jafza and may not be used without permission. Jafza are registered trademarks of Jafza.
Microsoft is a registered trademark and the Internet Explorer is a trademark of Microsoft Corporation. Acrobat and the Acrobat logo are trademarks of Adobe Systems Incorporated. Apple and QuickTime are trademarks of Apple Computer Inc. Nothing contained in these Sites should be construed as granting or permitting any right to use such trademarks.

Grant of License

Jafza grants you a limited, non-exclusive, non-transferable, non-assignable license (without the right to sublicense) to access and use the Sites solely in a commercially reasonable manner for your legitimate internal business purposes and purposes otherwise consistent with these Terms of Use. You may not:

Reproduce, modify, publish, distribute, publicly display, adapt, alter, translate, or create derivative works from any Site or Content.
Sublicense, lease, sell, rent, loan, or otherwise transfer any Site or Content to any third party.
Reverse engineer, de‑compile, disassemble, or otherwise attempt to derive the source code for any Site or Content.
Otherwise use or copy any Site or Content except as expressly allowed under this Grant of License and the terms of these Terms of Use.
Use any Site or Content in a "service bureau" or similar structure whereby third parties obtain use of any Site or Content through you.
Remove, obscure, or alter any copyright, trademark, or other proprietary notices embedded in, affixed to or accessed in conjunction with any Site or Content.

Copyright Agent

Jafza respects the rights of all copyright holders and in this regard, Jafza has adopted and implemented a policy that provides for the removal from its Sites of materials that infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Jafza's Copyright Agent all of the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
Information reasonably sufficient to permit us to contact the complaining party.
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Jafza's Copyright Agent for notice of claims of copyright infringement on or regarding the Sites can be reached as follows:

Copyright Agent
Attn: Copyright Agent
LB21019 ,Jebel Ali Freezone
Dubai United Arab Emirates
Email: CopyrightAgent@imcetrade.com

Submissions

Do not use the Sites as a means of submitting information you consider to be proprietary. Except as otherwise expressly provided in the terms of use for your transactions with a Networked Site or in a written agreement with Jafza applicable to your particular use of a Networked Site, any submission of materials by you will be considered a contribution to Jafza for further use in its sole discretion, regardless of any proprietary claims or reservation of rights noted in the submission. Accordingly, you agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, provided by you in the form of e-mail or submissions to Jafza, or postings on this Site, are non-confidential (subject to Jafza's Privacy Policy) and shall become the sole property of Jafza. Jafza shall own exclusive rights, including all Intellectual Property Rights, and shall be entitled to the unrestricted use of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you. The submission of any materials to Jafza, including the posting of materials to any forum or interactive area, irrevocably waives any and all "moral rights" in such materials, including the rights of paternity and integrity. Should you choose to respond directly to Jafza with comments, questions, suggestions, ideas or the like relating to the Sites or Jafza products and services, you agree that such information shall be deemed as non-confidential and Jafza shall have no obligation to respond and be free to reproduce, use, disclose and distribute the information to others without limitation, including but not limited to developing, manufacturing, and marketing products incorporating such information.

Privacy

By accessing or using any Site, you confirm that you have received a notice of the specific Privacy Notice applicable to such Site (available from the Site) and Jafza’s Global Data Privacy Statement (https://www.imcetrade.com/en/legal-notices/dataprivacy.html) and that you understand and acknowledge that your personal information will be collected, shared, and otherwise processed in accordance with the Privacy Notice and Privacy Statement (collectively, “Privacy Policy”).

Accessibility

For information on Jafza’s Accessibility Statement, please visit: https://www.imcetrade.com/en/legal-notices/accessibility-statement.html

Interactive Forums and User Materials

The Sites may, from time to time, include discussion forums and interactive areas. Without limiting any other provisions of these Terms of Use, by using the forums or interactive areas, you agree not to do any of the following:

Upload to, distribute or otherwise publish through any Site any message, data, information, text or other material ("User Materials") that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable.
Upload or transmit any User Materials that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law.
Upload or transmit any User Materials that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Materials.
Without Jafza's written permission, distribute or publish unsolicited promotions, advertising or solicitations for funds, goods or services, including junk mail and spam.

Jafza takes no responsibility and assumes no liability for any User Materials posted or uploaded by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, if any, Jafza is only a forum and is not liable for any statements, representations, or User Materials provided by its users. Jafza can use User Materials to contact you about our products or services. We will use User Materials in accordance with our Privacy Policy. You acknowledge, represent and agree that any User Materials is provided voluntarily and is not confidential or proprietary, and that your User Materials does not establish a relationship between you and us. You grant Jafza and its sublicensees a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of your User Materials, except as otherwise prohibited by applicable law or these Terms of Use. You waive any right to compensation of any type for your User Materials. You represent and warrant that you have all the rights necessary to grant the rights in this Section and that use of User Materials by us does not violate any law.

Jafza has the right, but not the obligation, to monitor any activity and User Materials associated with its forums and interactive areas. Jafza may investigate any reported violation of its policies or complaints and take any appropriate action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, and/or removal of posted User Materials. Jafza reserves the right and has absolute discretion, to remove, screen or edit any User Materials that violate these provisions or is otherwise objectionable.

You agree that we can take any actions, consistent with our Privacy Policy, related to all information you provide to the Sites, including but not limited to information collected or submitted through the use of the Sites (“Usage Data”). You agree that Jafza may collect and use Usage Data from your device through the use of the Sites, such Usage Data can include but is not limited to technical information about your device, its operating system and application software, device usage, website usage, and network provider that is gathered periodically in connection with your use of the Sites. Jafza may use this information in connection with its business as described in our Privacy Policy, located at https://www.imcetrade.com/en/legal-notices/privacy-notice.html

You shall remain solely liable for of any messages or other User Materials you upload or transmit to any Site, including the discussion forums or interactive areas of any Site.

Social Media Channels

By submitting content through any of our social media channels, you hereby agree to the Social Media Terms located at https://www.imcetrade.com/legal-notices/social-media-photo-video-terms-conditions.html, which is hereby incorporated by reference.

Forward Looking Statements

The Sites, and any documents issued by Jafza available through any Site, may contain statements that relate to future events and expectations and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “estimate,” “will be,” “will,” “would,” “expect,” “anticipate,” “plan,” “project,” “intend,” “could,” “should” or other similar words or expressions often identify forward-looking statements. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding our outlook, projections, forecasts or trend descriptions. These statements do not guarantee future performance, and we do not undertake to update our forward-looking statements. Jafza’s actual results may differ materially from those described or implied in our forward-looking statements based on a number of factors, including, but not limited to: (i) global economic conditions and economic conditions in the industries and markets we serve; (ii) government monetary or fiscal policies and infrastructure spending; (iii) commodity or component price increases, fluctuations in demand for our products, or limited availability of raw materials and component products, including steel; (iv) our and our customers’, dealers’ and suppliers’ ability to access and manage liquidity; (v) political and economic risks and instability, including national or international conflicts and civil unrest; (vi) our and Jafza Financial’s ability to maintain credit ratings, avoid material increases in borrowing costs, and access capital markets; (vii) the financial condition and credit worthiness of Jafza Financial’s customers; (viii) changes in interest rates or market liquidity; (ix) changes in financial services regulation; (x) inability to realize expected benefits from acquisitions, including ERA Mining Machinery Limited, and divestitures, including the divestiture of the Bucyrus International, Inc. distribution business to our independent dealers; (xi) international trade and investment policies; (xii) market acceptance of our products and services; (xiii) changes in the competitive environment, including market share, pricing and geographic and product mix of sales; (xiv) successful implementation of capacity expansion projects, cost reduction initiatives and efficiency or productivity initiatives, including the Jafza Production System; (xv) inventory management decisions and sourcing practices of our dealers or original equipment manufacturers; (xvi) compliance with environmental laws and regulations; (xvii) alleged or actual violations of trade or anti-corruption laws and regulations; (xviii) additional tax expense or exposure; (xix) currency fluctuations; (xx) our or Jafza Financial’s compliance with financial covenants; (xxi) increased pension plan funding obligations; (xxii) union disputes or other labor matters; (xxiii) significant legal proceedings, claims, lawsuits or investigations; (xxiv) compliance requirements imposed if carbon emissions legislation and/or regulations are adopted; (xxv) changes in accounting standards; (xxvi) failure or breach of information technology security; (xxvii) adverse effects of natural disasters; and (xxviii) other factors described in more detail under the sections captioned "Management's Discussion and Analysis" and "Risk Factors" in our Form 10-K filed most recently filed with the U.S. Securities and Exchange Commission.

Press Releases

The Content contained within press releases issued by Jafza should not be deemed accurate or current except as of the date the release was posted. Jafza has no intention of updating, and specifically disclaims any duty to update, the information in the press releases. To the extent any information therein is forward-looking, it is intended to fit within the safe harbor for forward-looking statements, and is subject to material risk.

No Warranties

Jafza, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS, DEALERS, AFFILIATES, AGENTS AND LICENSORS (THE "Jafza PARTIES") DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF ANY SITE OR CONTENT. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) THE SITES AND CONTENT ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU; (b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Jafza PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, (1) WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES ARISING THROUGH COURSE OF DEALINGS OR USAGE OF TRADE, (3) WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITES AND CONTENT, AND (4) WARRANTIES THAT ACCESS TO OR USE OF THE SITES OR CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE; AND (c) THAT YOU WILL ACCESS OR USE THE SITES AND CONTENT OFFERINGS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACCESS OR USE. NOTWITHSTANDING YOUR USE OF THE SITES AND CONTENT AND REGARDLESS OF ANY INFORMATION PROVIDED THROUGH THEM (WHETHER ACCURATE OR INACCURATE) REGARDING THE OPERATION, MAINTENANCE OR PERFORMANCE STATUS OF THE MACHINES, YOU ARE SOLELY RESPONSIBLE FOR, ASSUME ALL RISK RELATED TO, THE PROPER OPERATION, SUPPORT AND MAINTENANCE OF THE MACHINES. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE EXPRESSLY GRANTED IN THESE TERMS OF USE.

The information presented on or through any Site, including text, images, and links, is made available "as is" by Jafza solely as a convenience to you without warranty of any kind for general information purposes, and does not constitute any type of advice. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Sites, or by anyone who may be informed of any of the Content. The Content is updated frequently, including based on interaction with users of the Sites, but the Content is not necessarily complete or up-to-date. Any of the material on the Sites may be out of date at any given time, and we are under no obligation to update such material. Jafza assumes no responsibility for errors or omissions in the Sites or other documents which are referenced by or linked to the Sites. Any Site could include technical or other inaccuracies, and not all products or services referenced herein are available in all areas. Changes are periodically added to the information, and Jafza may change the products or services described in any Site at any time. Contact a local Jafza dealer for further information before relying on any information contained herein.

Limitation of Liability; Remedy

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL THE Jafza PARTIES BE LIABLE TO YOU OR A THIRD PARTY (INCLUDING ANY CUSTOMER) FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, THIRD PARTY OR CONSEQUENTIAL (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, VIRUS INFECTIONS, SYSTEM OUTAGES AND THE LIKE) ARISING OUT OF, BASED ON OR RESULTING FROM THESE TERMS OF USE OR YOUR ACCESS TO, USE OF, MISUSE OF OR INABILITY TO USE ANY SITE OR CONTENT, EVEN IF Jafza HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING DAMAGES INCURRED BY THIRD PARTIES). THE EXCLUSION OF DAMAGES UNDER THIS SECTION IS INDEPENDENT OF ANY REMEDY PROVIDED UNDER THESE TERMS OF USE AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER DAMAGES ARISE FROM BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION, TO THE EXTENT THAT APPLICABLE LAW DOES NOT PROHIBIT SUCH EXCLUSIONS AND LIMITATIONS. IN NO EVENT SHALL Jafza'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT THAT YOU HAVE PAID TO Jafza WITHIN THE MOST RECENTLY TERMINATED MONTH FOR YOUR ACCESS OR USE OF THE RELEVANT SITE AND CONTENT. IN NO EVENT SHALL THE Jafza PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED ONE HUNDRED DOLLARS (US$100.00). THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

Certain laws do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations, may not apply to you, and you may have additional rights to those contained herein.

Indemnification

You agree to indemnify, defend and hold harmless each of the Jafza Parties from and against any and all claims, lawsuits, demands, actions or other proceedings brought against it by any third party due to, arising out of or related to your (a) use of any Site (including any messages, User Content, User Materials or other materials you may post or upload to any interactive forum), (b) violation of these Terms of Use, or (c) violation of any law, regulation or third party rights. You shall pay any and all costs, damages and expenses, including, without limitation, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Jafza Parties in connection with or arising from any such claim, lawsuit, action, demand or other proceeding.

Termination

Jafza, in its sole discretion, may terminate your username and password and your right to access or use the Sites and Content at any time for any reason. The license granted herein will automatically terminate without further action of Jafza if you breach these Terms of Use or you fail to comply with any of the restrictions as recited herein. Upon the termination of these Terms of Use for any reason, you will cease all use of the Sites and Content. The provisions under the headings No Warranties, Limitation of Liability; Remedy, Indemnification, Import and Export Compliance, Contractual Statute of Limitations, Dispute Resolution and Mandatory Arbitration, and Choice of Law; Severability shall survive the termination of these Terms of Use.

Updating Sites

We reserve the right, in our sole discretion, to change any and all Sites and Content at any time without notice, including the removal of any Sites and Content. We may notify you of changes to these Terms of Use by: (i) electronic mail or (ii) posting a notice on the Sites located at www.imcetrade.com/en/legal-notices.html. As new or enhanced versions of the Sites are made available, we may require that you update your current version of the related software. Unless otherwise explicitly stated by Jafza, any new or enhanced versions of the Sites, Content and Services are subject to these Terms of Use.

Electronic Communications

You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”). We may provide Communications to you by posting them via the Sites, by emailing them to you at the email address you provide, by sending an SMS or text message to a mobile phone number that you provide, or by any other reasonable means. You should maintain copies of all Communications. You may write to us at Jafza Inc., 5205 N. O'Connor Boulevard, Suite 100, Irving, TX 75039, Attn: Deputy General Counsel—Commercial, Legal Services, Law, Security & Public Policy if you have any questions regarding any Communication. You further consent and agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act while using the Sites, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third party verification will not affect the enforceability of your signature or any resulting contract between you and us. If you sign up for one or more Jafza text messaging programs, you hereby agree to the SMS Terms and Conditions located at https://www.imcetrade.com/en/legal-notices/sms-terms-and-conditions.html, which is hereby incorporated by reference.

Linked Sites

The Sites may contain links to other independent third party websites or resources ("Linked Sites"). These Linked Sites are provided solely as a convenience to you. Such Linked Sites are not under Jafza's control, and Jafza is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

You may be subject to additional terms and conditions that may apply when you obtain or use third party content, third party software or goods and services provided by or through clients, sponsors, partners, reward partners or other third party partners of Jafza. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites or resources linked from the Sites, you do so entirely at your own risk and subject to the terms and conditions of use and privacy policies for such websites, which you should read and understand. Any third party names, logos, product and service names, designs, and slogans in the Sites are the trademarks of their respective owners.

Import and Export Compliance

You may not use or otherwise export or re-export the Sites or Content except as authorized by United States law and the laws of the jurisdiction in which Site, Content and Service Offerings was obtained. In particular, but without limitation, the Sites and Content may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. You represent and warrant that your access and use of the Sites and Content will not violate any such laws and that you are not located in any such country or on any such list. You also agree that you will not use any Site or Content for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

U.S. Government Rights

The Sites and Content are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Contractual Statute of Limitations

YOU AGREE THAT NOTWITHSTANDING ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY UNDER OR IN CONNECTION WITH THESE TERMS OF USE MUST BE FILED WITHIN 12 MONTHS AFTER THE CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

Dispute Resolution and Mandatory Arbitration

YOU AND Jafza ACKNOWLEDGE THAT ALL DISPUTES, CLAIMS AND CONTROVERSIES RELATING IN ANY WAY TO YOUR USE OF THE SITES OR CONTENT, OR TO ANY PRODUCTS OR SERVICES SOLD OR DISTRIBUTED BY SUCH SITES, OR OTHERWISE ARISING OUT OF OR RELATING TO THESE TERMS OF USE WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THESE TERMS OF USE.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Chief Legal Officer, Jafza Inc., 5205 N. O'Connor Boulevard, Suite 100, Irving, TX 75039. The arbitration will take place in Chicago, Illinois in accordance with the American Arbitration Association (AAA) Commercial Arbitration Rules and Mediation Procedures. Your request for arbitration must be post marked within the time period specified above under "Contractual Statute of Limitations." In no event shall demand for arbitration be made or permitted after the date when the institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations.

WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION WE EACH WAIVE ANY RIGHT TO A JURY TRIAL. WE ALSO BOTH AGREE THAT YOU OR WE MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS.

The arbitration panel shall consist of one individual appointed by Jafza and you. Such individual shall (i) have been selected from the AAA's list of potential arbitrators, (ii) have at least 10 years of experience in the discipline which is the subject of the dispute, and (iii) be an attorney whose 10 years of experience has been in the realm of litigating and arbitrating issues which are of the subject of the dispute. If Jafza and you fail to mutually agree upon an arbitrator within 15 business days after receipt of the request to arbitrate, then the arbitration panel shall be selected by the administrative office of the AAA. Such office shall, within five days after notice by any party to these Terms of Use, select a single arbitrator who complies with the requirements otherwise set forth in this paragraph. The arbitrator shall render its decision as soon as reasonably possible after its appointment and must follow the terms of these Terms of Use.

This agreement to arbitrate shall be specifically enforceable in any court having jurisdiction thereof. Any decision rendered by the arbitrator pursuant to any arbitration shall be final and binding upon the parties, and judgment may be entered upon in in accordance with applicable law in any court of competent jurisdiction.

The prevailing party in any arbitration or court proceedings shall be reimbursed by the other party for all costs, expenses and charges, including, without limitation, reasonable attorneys' fees, incurred by the prevailing party.

Choice of Law; Severability

These Terms of Use shall be governed by the laws of the State of Illinois, U.S.A. (regardless of the laws that might be applicable under its principles of conflict of laws). Each party submits to the exclusive jurisdiction of the courts of that place. If any provision of these Terms of Use, or the application thereof, is determined by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of these Terms of Use, all of which shall remain in full force and effect, and such other provisions will be interpreted so as best to reasonably effect the intent of the parties. The parties further agree to replace any such invalid or unenforceable provision with a valid and enforceable provision designed to achieve, to the extent possible under applicable law, the business purpose and intent of such invalid or unenforceable provision. The laws of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

We recognize that it is possible for you to obtain access to any Sites from any jurisdiction in the world, but we have no practical ability to prevent such access. The Sites have been designed to comply with the laws of the State of Illinois and of the United States. If any Content, User Content or User Materials on any Site, or your use of any Site, is contrary to the laws of the place where you are when you access it, such Site is not intended for you, and we ask you not to use the Site. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.

Entire Agreement

These Terms of Use (including, to the extent applicable, any additional terms and conditions for any particular Networked Site and any end user license agreement for any associated software, including mobile applications) constitutes the entire agreement between you and us with respect to the Sites and Content and supersedes and replaces all prior agreements. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The terms and conditions of any quotation, offer, acknowledgement, invoice, or similar document, however designated, directly or indirectly made or issued by you shall not apply.

Severability

If any provision of these Terms of Use is held by a court or arbitrator of competent jurisdiction to be invalid illegal, invalid, or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, and all other provisions shall remain in full force and effect.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

Assignment

We may assign our rights and delegate our duties under these Terms of Use to any party at any time without notice to you. You may not assign or delegate your rights or obligations without prior written consent of Jafza, which may be withheld at our sole discretion.

Inquiries

Should you have any questions concerning these Terms of Use, write to Jafza Inc., LB21019 ,Jebel Ali Freezone Dubai United Arab Emirates, Attn: Deputy General Counsel—Commercial, Legal Services, Law, Security & Public Policy.