RECORDS MARINE

TERMS & CONDITIONS

Effective date: 20 May 2025

Greetings!

Records Marine., along with its affiliates, directors, officers, agents, employees, contractors, consultants, and licensors (collectively referred to as the “Company,” “we,” “us,” and “our”), provides access to the Platform for both individuals and legal entities, whether Vendors or Customers (collectively referred to as “Users”, “you” and “your”).

By accessing and using the Platform, you acknowledge that you have read, understood, and agreed to comply with and be bound by these Terms & Conditions (the “Agreement”) located at the following link https://recordsmarine.com/terms. We encourage you to review this Agreement carefully.

If you do not agree with any part of this Agreement, you are prohibited from using the Platform and must cease any use immediately.

This Platform is legally owned by RECORDS MARINE IP HOLDINGS LTD (ADGM), and operated under license by RECORDS MARINE - FZCO. All intellectual property rights are retained by the IP Holding Company.

1. DEFINITIONS

   1. Customer(s): Any individual or entity that utilizes the Platform to receive various supplies or services from Vendors.

   2. Vendor(s): Any entity that utilizes the Platform to offer various supplies or services to Customers.

   3. Platform: The website https://recordsmarine.com and all associated domains and subdomains, applications, and digital services operated by the Company.

2. OUR SERVICES

   1. Subject: The Company operates a digital marketplace that facilitates connections between Customers and Vendors for various maritime shipping-related services. The Platform offers, but is not limited to, the following services:

      • A listing service where Vendors can showcase their offerings to potential Customers.
      • A communication system to facilitate interactions between Customers and Vendors.
      • Ancillary services that support the connection between Users.

   2. Advertising and Promotions: The Company reserves the right to display advertisements, promotional content, and third-party offers on the Platform, which may be tailored based on Users’ interactions. While we strive to provide relevant advertising, the Company does not endorse, verify, or guarantee the accuracy, reliability, or legality of any third-party content and assumes no responsibility for its claims or representations.

   3. Discounts and Promotions: The Company may offer discounts, promotions, and contests at its discretion. These offers may be subject to separate terms and conditions, which will be made available at the time of the promotion. The Company reserves the right to modify or terminate any promotional campaigns without prior notice.

   4. Marketplace Disclaimer: The Company solely provides a Platform to facilitate connections between Customers and Vendors. The Company does not verify, guarantee, or assume responsibility for the quality, legality, safety, or fulfillment of any transactions between Customers and Vendors. All agreements, engagements, and service terms are solely between the respective Users, and the Company disclaims any liability arising from disputes, losses, or damages resulting from interactions facilitated through the Platform.

   5. Subcontractors:  The Company reserves the right to engage subcontractors to perform any or all aspects of the Services provided through the Platform without prior approval from Users. Any subcontractors engaged by the Company will be bound by the same standards and terms as set forth in this Agreement.

   6. Quality of Services: Services provided through the Platform adhere to standard industry practices and aim to maintain reasonable levels of reliability, availability, and functionality. However, the Company does not guarantee uninterrupted or error-free operation of the Platform and is not responsible for service disruptions caused by third-party Vendors, internet failures, or technical issues beyond its control.

   7. Availability of Services: The availability of Services on the Platform may fluctuate. Certain features, functionalities, or service offerings may become temporarily unavailable, modified, expanded, or discontinued at the Company’s discretion. The Company reserves the right to introduce new services or discontinue existing ones without prior notice. The Company reserves the right to modify or discontinue services, provided that significant changes or discontinuation of paid services will be communicated to Users with at least 30 calendar days prior notice, where practicable.

   8. Licensing & Ownership Disclosure: The Platform and all associated software, source code, and branding elements are operated under license by RECORDS MARINE - FZCO, but are exclusively owned by RECORDS MARINE IP HOLDINGS LTD. All user interactions and services are facilitated by the Licensee, but the Platform itself remains the sole property of the Licensor.

3. ADDITIONAL TERMS AND CONDITIONS

   1. Privacy Notice  The Privacy Notice details the Company’s practices regarding the collection, use, and protection of Users’ Personal Data. By accessing the Platform, you agree to the data processing terms outlined in the Privacy Notice, which is accessible here and forms an integral part of this Agreement.

   2. Separate Agreement: Certain features and functionalities of the Platform may be subject to specific terms and conditions that are outlined in separate agreements entered into between the Company and select Users.

4. ELIGIBILITY

   1. User Eligibility: Users must adhere to and satisfy the following criteria:

      • Users Who Are Natural Persons:

        • Legal Age: Must be at least 18 years old or of legal age in their jurisdiction to enter into binding agreements.

        • Legal Capacity: Must have the legal capacity to enter into contractual relationships.

        • Compliance with Laws: Must comply with all applicable laws, regulations, and restrictions governing their use of the Platform.

        • Jurisdictional Restrictions Laws: Individuals from jurisdictions where access to the Platform is prohibited or where the Company does not comply with local regulations are not eligible to participate.

      • Users Who Are Legal Entities:

        • Duly Registered Entities: Must be duly incorporated, registered, and in good standing under the laws of their jurisdiction.

        • Authorized Representatives: Must ensure that individuals acting on their behalf have the necessary authority to enter into agreements and use the Platform.

        • Regulatory Compliance: Must not be subject to restrictions, sanctions, or prohibitions under applicable laws and must ensure that their use of the Platform complies with all relevant regulations.

        • Accurate Information: Must provide accurate and up-to-date registration details, including company name, address, and other required information.

        • Jurisdictional Restrictions: Legal entities from jurisdictions where access to the Platform is prohibited or where the Company does not comply with local regulations are not eligible to participate.

   2. Company’s Rights to Request Information: The Company reserves the right to request any information from Users necessary to ensure compliance with this Agreement, applicable laws, and regulations.

5. ACCOUNT REGISTRATION

   1. Account Registration: To access specific features on the Platform, you are required to create an account. By registering, you agree to provide accurate, current, and complete information during the registration process and to update this information as necessary to maintain its accuracy, currency, and completeness. Failure to provide or maintain accurate information may result in restricted access to the Platform, suspension, or termination of your account.

   2. Account Security: You are solely responsible for maintaining the confidentiality of your account credentials, including your password, and for restricting access to your account. You must immediately notify the Company of any unauthorized use of your account or security breach. The Company is not liable for any loss or damage arising from your failure to comply with these obligations.

   3. Account Use Solely for Your Benefit: All Platform accounts and related activities are for the sole benefit of the registered User.

   4. Account Restrictions: If access of Users to the Platform has been restricted, suspended, or terminated for any reason, Users are strictly prohibited from creating or attempting to create a new account. Any such attempts may result in further enforcement actions, including legal measures.

6. FEES & PAYMENTS

   1. Fees: Fees for paid Services are specified on the Platform and may vary based on the selected service or Data Vendor. The Company reserves the right to modify fees at any time, with such changes reflected on the Platform.

   2. Payments: Payments for Services can be made using fiat currency via bank cards. The Company may utilize third-party payment processors to facilitate transactions, and Users agree to comply with the terms of such Vendors.

   3. Recurring payments: Certain services may require recurring payments or subscription-based fees. By opting into recurring payments, Users authorize automatic deductions at the specified intervals. Users may cancel recurring payments in accordance with the applicable service terms.

   4. Invoicing: Where applicable, invoices for paid Services will be issued electronically and made available through the User’s account or via email. Users are responsible for ensuring timely payment of any invoiced amounts.

   5. Mispayment: If a payment fails, is declined, or remains outstanding, the Company reserves the right to suspend or cancel the corresponding service or booking. Users are responsible for ensuring sufficient funds or valid payment methods are available. Company is not liable for any mispayment resulting from the User providing incorrect payment information or the use of an unauthorized payment method.

   6. No Refunds for Business Transactions: Vendors acknowledge and agree that all payments made through the Platform are considered business-to-business (B2B) transactions. As such, Vendors act as legal entities, and consumer protection laws related to refunds do not apply. The Company’s service is deemed fully rendered once access to the Platform is provided, and therefore, Vendors are not entitled to refunds from the Company under any circumstances.

   7. Involvement in Vendor Transactions: The Company acts solely as a marketplace facilitator, providing Users with access to the Platform The Company is not a party to any transaction between Customers and Vendors and does not process or guarantee refunds. Any refund requests must be directed to the relevant Vendor and are subject to the Vendor’s terms and policies. The Company may, at its discretion, assist in facilitating communication between Customers and Vendors but assumes no responsibility for resolving disputes or enforcing refund policies.

7. THIRD-PARTY PROVIDER

   1. Integration with Third-Party Services: Our Platform may integrate or link to third-party services, applications, or websites (“Third-Party Providers”). Users acknowledge that these Third-Party Providers are independent entities and are not affiliated with the Company.

   2. No Endorsement: The inclusion of links or references to Third-Party Providers does not imply any endorsement, approval, or recommendation by the Company of those services or their content. Users are responsible for evaluating the offerings of such Third-Party Providers and for making their own decisions regarding any interactions with them.

   3. User Risks: Users understand that any interaction or transaction with Third-Party Providers occurs at their own risk. The Company shall not be liable for any losses, damages, or claims arising from Users' dealings with Third-Party Providers, including any services, products, or content provided by them.

   4. Terms of Use: Users may be subject to additional terms and conditions when utilizing Third-Party Providers. It is the Users’ responsibility to review and understand these terms before engaging with any Third-Party Providers.

   5. Data Sharing: Users may be required to provide personal information or other data to Third-Party Providers. The Company is not responsible for the collection, use, or security of such information by Third-Party Providers. Users are encouraged to review the privacy policies of any Third-Party Providers they engage with.

   6. Changes to Third-Party Services: The Company does not guarantee the availability or functionality of Third-Party Providers. Changes or discontinuation of services by Third-Party Providers may affect Users’ access to certain features on the Platform.

8. INTELLECTUAL PROPERTY

   1. Ownership: All intellectual property rights, titles, and interests in and to the Platform, including but not limited to trademarks, copyrights, patents, trade secrets, and any related documentation, content, software, and technology, are the exclusive property of RECORDS MARINE IP HOLDINGS LTD or its licensors. RECORDS MARINE - FZCO is an authorized operator under license.

   2. License to Use: Subject to compliance with this Agreement, the Company grants Users a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purposes. This license does not allow Users to:

      • Modify, copy, distribute, or create derivative works based on the Platform or its content.
      • Use any data mining, robots, or similar data gathering and extraction tools.
      • Remove any copyright or other proprietary notices from any content accessed through the Platform.

   3. User Content: Users may have the opportunity to submit, upload, or otherwise contribute content to the Platform (“User Content”). By providing User Content, Users grant the Company a worldwide, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in any media. Users represent and warrant that they own or have the necessary rights to the User Content and that their submission does not infringe on the intellectual property rights of any third party.

   4. Trademarks: : The Company’s name, logo, and any other trademarks, service marks, and trade names displayed on the Platform are the registered or unregistered trademarks of the Company or its licensors. Additionally, third-party trademarks, service marks, and trade names that appear on the Platform are the property of their respective owners. Users may not use, reproduce, or display any trademarks—whether owned by the Company or third parties—without the prior written consent of the respective trademark owner.

   5. Third-Party Trademarks Disclaimer: The Company may display on the Platform third-party trademarks, service marks, and trade names solely for the purpose of identifying and describing products or services in a manner necessary for indicating their intended use, compatibility, or association. Such use is made in accordance with applicable laws and fair commercial practices, including exceptions that permit the use of trademarks when necessary to indicate the purpose of a product or service, such as supplementary equipment or spare parts. The Company does not claim any ownership over third-party trademarks, and their use on the Platform does not imply endorsement, sponsorship, or affiliation unless explicitly stated.

   6. Prohibition of Framing: Users are prohibited from framing, mirroring, or otherwise incorporating any part of the Platform into any other website, application, or service without the express written consent of the Company. Any unauthorized framing or linking to the Platform may result in the termination of access to the Platform and legal action.

   7. Prohibition of Automated Access: Users are strictly prohibited from accessing, interacting with, or extracting data from the Platform through automated means, including but not limited to bots, crawlers, scrapers, or any other automated scripts or software. Any such unauthorized access may result in the suspension or termination of the user's account and legal action where applicable. Exceptions may be granted only with the express written consent of the Company.

   8. Prohibition of Using Data for Concurrent Purposes: Users shall not use, copy, distribute, or repurpose any data, content, or information obtained from Platform for concurrent or competing purposes, including but not limited to duplication, resale, redistribution, or use in any service, platform, or business that directly or indirectly competes with Company without prior written approval. Violation of this clause may result in account termination, legal action, and claims for damages.

   9. Non-Disparagement: Users agree not to make any false, misleading, or disparaging statements about the Company, its products, services, or personnel. This non-disparagement clause extends to any communication, whether written or oral, that may harm the reputation of the Company or its affiliates.

   10. Feedback: Any feedback, comments, or suggestions provided by Users regarding the Platform or the Company’s services (“Feedback”) shall be deemed non-confidential and shall become the property of the Company. The Company shall be free to use such Feedback as it sees fit, without any obligation to Users.

   11. Protection of Intellectual Property: The Company will take appropriate measures to protect its intellectual property rights. Users agree not to take any actions that may undermine, interfere with, or otherwise violate the Company’s intellectual property rights.

   12. Infringement Claims: If Users believe that their intellectual property rights have been infringed upon by any content on the Platform, they should notify the Company in writing, providing sufficient details about the alleged infringement for the Company to investigate the matter.

   13. Platform License Structure: RECORDS MARINE - FZCO operates the Platform under a formal IP License Agreement with RECORDS MARINE IP HOLDINGS LTD. The Licensee is not permitted to claim ownership or register any element of the Licensed IP. In the event of any dispute, insolvency, or claim against the Licensee, the Platform and its IP shall remain unaffected and under the full control of the Licensor.

9. INFRINGEMENT CLAIMS

   1. Copyright Infringement (DMCA Compliance): If you believe that content on the Platform infringes your copyright, you may submit a notice in accordance with the Digital Millennium Copyright Act (DMCA) or other applicable copyright laws. The notice should include:

      • A description of the copyrighted work allegedly infringed.
      • A description of the infringing content and its location on the Platform.
      • Your contact information (name, email, and address).
      • A statement that you have a good faith belief that the use is unauthorized.
      • A statement that the information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf.
      • Your physical or electronic signature.

      Upon receiving a valid DMCA notice, the Company may remove or disable access to the allegedly infringing content and notify the user responsible.

   2. Trademark Infringement Claims: If you believe that a trademark displayed or used on the Platform infringes your rights, you may submit a complaint, including:

      • The trademark at issue and registration details (if applicable).
      • A description of the alleged infringement and how it misleads or misuses the mark.
      • The location of the infringing content on the Platform.
      • Your contact information (name, email, and address).
      • A statement that you have a good faith belief that the use is unauthorized.
      • A statement that the information in your notice is accurate and that you are the trademark owner or authorized to act on their behalf.
      • Your physical or electronic signature.

      The Company will review all trademark complaints and may take appropriate action, including content removal or requesting additional documentation.

   3. Opt-Out from Unauthorized Listings: If your business, brand, or intellectual property has been added to the Platform without your consent and you wish to opt out, you may submit a request for removal. Your request should include:

      • A description of the content or listing in question.
      • Evidence of ownership or control over the business, brand, or property.
      • The location of the content on the Platform.
      • Your contact information (name, email, and address).
      • A statement confirming that the listing was not voluntarily submitted.

      The Company reserves the right to review and verify opt-out requests before taking action.

   4. Contact Info: All infringement claims and opt-out requests should be submitted in writing to legal@recordsmarine.com. The Company will evaluate each request and take appropriate action in its sole discretion.

10. REMEDIES

    1. Monetary Damages: Users acknowledge that any violation of the Agreement may cause irreparable harm to the Company, and in such cases, the Company shall be entitled to recover damages in an amount sufficient to cover any losses incurred due to the breach, including direct, indirect, incidental, and consequential damages.

    2. Injunctive Relief: In the event of a breach or threatened breach of the Agreement, the Company shall have the right to seek injunctive relief in addition to any other remedies available at law or in equity. This includes but is not limited to, temporary restraining orders, preliminary injunctions, or permanent injunctions to prevent any unauthorized use of the Platform or breach of the Agreement.

    3. Specific Performance: The Company may seek specific performance of the User’s obligations under the Agreement in accordance with applicable law.

    4. Suspension or Termination of Access: The Company reserves the right to suspend or terminate a User's access to the Platform if the Company reasonably believes that the User has violated any terms of the Agreement or engaged in conduct that is harmful or detrimental to the Company, other Users, or the Platform itself.

    5. Costs and Expenses: In the event that any legal action is necessary to enforce the terms of the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such action.

    6. Cumulative Remedies: All remedies provided under the Agreement are cumulative and are in addition to any other remedies available at law or in equity. The exercise of any remedy shall not preclude the exercise of any other remedy.

    7. Notice of Breach: Users shall notify the Company in writing of any breach of the Agreement within a reasonable time frame, allowing the Company to remedy the situation where possible.

11. WARRANTIES & REPRESENTATIONS

    1. Condition Precedent: As a prerequisite for using our Services, Users hereby represent and warrant the following:

       • Age and Legal Capacity: Users confirm that they are at least 18 years old and possess the legal capacity to enter into binding agreements. Users have thoroughly reviewed and consented to this Agreement.
       • Compliance with Laws: Users assure us that their use of the Services does not and will not lead to any violation of applicable laws, regulations, or obligations, including court orders, judgments, or agreements to which they are subject.
       • Tax Liabilities: Users are aware that they are responsible for any taxes that may apply to their use of the Services.
       • Ongoing Accuracy of Representations: Users commit to ensuring that all warranties and representations remain accurate throughout their engagement with the Services and will promptly inform us of any changes that may impact their validity.

    2. Subsequent Warranties & Representations: In connection with the use of our Platform, Users hereby represent and warrant that they will refrain from the following actions:

       • Misrepresentation: Misrepresenting oneself as the Company, its employees, affiliates, other Users, or any other third party while using the Platform.
       • Platform Disruption: Engaging in any activities that could harm, disable, overload, or obstruct the functionality of the Platform or impede other Users' access.
       • Unauthorized Account Access: Making any attempts to gain unauthorized access to any accounts, wallets, systems, or networks linked to the Platform.
       • Circumventing Security: Circumventing any security measures, content filters, or access controls implemented in the Platform, including the use of virtual private networks (VPNs).
       • Seeking Unauthorized Information: Attempting to retrieve materials or information that is not intentionally provided through the Platform.
       • Automated Access: Utilizing automated means (such as bots or scrapers) to access or extract data from the Platform.
       • Malicious Software: Introducing any harmful software, including but not limited to viruses, malware, or other malicious programs, into the Platform.
       • Attack Initiation: Executing denial-of-service attacks or distributed denial-of-service attacks against the Platform.
       • Commercial Use: Selling, licensing, renting, or distributing the Platform or any content derived from it for commercial gain without explicit authorization.
       • Alteration and Derivation: Making unauthorized modifications, reverse engineering, or creating derivative works based on the Platform.
       • Competing Developments: Using the Platform to create or promote any competing products or services.
       • Legal Compliance: Violating any applicable laws or regulations, including but not limited to those concerning anti-money laundering or anti-terrorist financing.
       • Facilitating Prohibited Acts: Assisting or encouraging third parties to engage in any actions that are explicitly prohibited by this Agreement.

12. PROHIBITION TO USE

    1. Sanctions and Restrictions: Users are not permitted to access or use the Platform in violation of any applicable laws or regulations, including sanctions and trade restrictions imposed by relevant authorities. The Company reserves the right to restrict or terminate access to the Platform at its sole discretion if it determines that a user, entity, or activity is subject to such restrictions or poses a compliance risk.

    2. Monitoring and Enforcement: The Company reserves the right to monitor User activity on the Platform to ensure compliance with this Prohibition to Use clause. The Company may take appropriate action, including but not limited to the suspension or termination of access to the Platform, if it determines that a User has violated this provision or is otherwise ineligible to access the Platform based on applicable laws and regulations.

    3. Company’s Rights to Publish Information about User's Violations: In the event that the Company determines that a User has violated this Agreement or applicable legislation, the Company reserves the right to publish information regarding the violation. This publication may include the nature of the violation, the User’s identity (to the extent legally permissible), and any actions taken by the Company in response to the violation. Such publication aims to inform other Users and the public of the breach and to promote compliance with the Agreement and applicable laws. Users acknowledge that this information may be shared with regulatory authorities as required by law.

    4. Suspension or Termination of Access: The Company reserves the right to suspend or terminate a User's access to the Platform if the Company reasonably believes that the User has violated any terms of the Agreement or engaged in conduct that is harmful or detrimental to the Company, other Users, or the Platform itself.

    5. Costs and Expenses: In the event that any legal action is necessary to enforce the terms of the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such action.

    6. Cumulative Remedies: All remedies provided under the Agreement are cumulative and are in addition to any other remedies available at law or in equity. The exercise of any remedy shall not preclude the exercise of any other remedy.

    7. Notice of Breach: Users shall notify the Company in writing of any breach of the Agreement within a reasonable time frame, allowing the Company to remedy the situation where possible.

13. DISCLAIMER

    1. No Warranty: The Platform, along with all associated content, services, and functionalities, is provided to Users on an "AS-IS" and "AS-AVAILABLE" basis. We make no representations or warranties, whether express or implied, and disclaim any guarantees of any nature. To the fullest extent allowed by law, we specifically reject all implied warranties, including but not limited to those concerning merchantability, fitness for a particular purpose, non-infringement, and the accuracy, completeness, or reliability of information.

       In particular, we do not guarantee that:

       • The Platform will fulfill the User's individual needs or expectations.
       • The Platform will operate without interruptions, delays, security breaches, or errors, or that any such issues will be remedied.
       • The Platform will be compatible with any specific hardware or software and will be accessible at all times or locations.
       • Information or content obtained via the Platform will be accurate, dependable, complete, timely, and free of errors.
       • The quality of any products, services, or materials obtained through the Platform will meet the User’s expectations.
       • The Platform or any data exchanged will be secure, free of viruses, malware, or other harmful elements, and that no damage will occur to the User’s devices.

    2. Right to Modify or Discontinue Services: The Platform may evolve, and as such, we may make changes, replacements, or temporarily or permanently discontinue certain features or the entire Agreement or service at our sole discretion. We reserve the right to take such actions without prior notice to you and without liability for any resulting losses or damages.

    3. No Fiduciary Obligations: The Agreement is not intended to, and does not, create any fiduciary obligations on our part. Your use of the Services does not establish any advisory, agency, partnership, joint venture, or any other fiduciary relationship between you and the Company.

    4. No Advice Disclaimer: Users acknowledge that no information provided on the Platform or website constitutes investment, tax, or legal advice. Users should seek independent professional advice for their specific circumstances before making any financial decisions.

    5. Vendor Information Disclaimer: The Company may display information about Vendors that have been lawfully obtained from publicly available sources, including but not limited to their official websites, and marketing materials. This information is used solely for informational purposes in accordance with principles of fair use and public domain access. The Company reserves the right, at its sole discretion, to indicate that specific Vendor information originates from publicly available sources by adding appropriate disclaimers or labels.

14. LIMITATION OF LIABILITY

    1. General Limitation: To the maximum extent permitted by applicable law, the Company and its affiliates, officers, directors, employees, agents, and licensors (collectively, the "Liable Parties") shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or loss of use, arising out of or in connection with this Agreement or the use of the Platform and Services, regardless of the theory of liability (contract, tort, negligence, or otherwise), even if the Company has been advised of the possibility of such damages.

    2. User Liability for Direct Damages: Users agree that they shall be fully liable for any direct damages resulting from their breach of this Agreement, including any actions or omissions that cause harm to the Company or third parties.

    3. Company Liability: The liability of the Company for any claims arising out of or relating to this Agreement or the use of the Platform and Services shall be limited to a maximum amount of five hundred dollars ($500), regardless of the cause of action or theory of liability (contract, tort, negligence, or otherwise). This limitation of liability applies to all claims, whether arising in law or equity and regardless of whether the Company has been advised of the possibility of such damages.

    4. No Liability for Third-Party Actions: The Company shall not be liable for any loss or damage incurred by the User as a result of any actions or inactions of third parties, including but not limited to startups or other Users with whom the User interacts through the Platform. The Company does not endorse or assume responsibility for any third-party content or services accessed through the Platform.

    5. Essential Basis of the Bargain: The limitations set forth in this section are fundamental elements of the basis of the bargain between the User and the Company. The Company would not be able to provide the Platform and Services on an economically viable basis without such limitations.

15. INDEMNIFICATION

    1. User's Indemnification Obligation: Users agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and licensors (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

       • Any breach of this Agreement by the User.
       • Any violation of applicable laws or regulations by the User.
       • Any claims or disputes arising from the User's use of the Platform or Services.
       • Any infringement of intellectual property rights or other rights of any third party arising from the User's actions or omissions.
       • Any content submitted, posted, or transmitted by the User through the Platform.

    2. Notification of Claims: The Company shall provide Users with prompt written notice of any claim for which indemnification is sought under this Agreement. The User shall have the right to assume the defence of any such claim with counsel of its choice, subject to the Company’s approval, which shall not be unreasonably withheld. The Company may participate in the defence at its own expense.

    3. Cooperation: : Users agree to cooperate fully with the Indemnified Parties in the defence of any claim for which indemnification is sought. This includes providing access to relevant information, documents, and personnel as reasonably requested.

16. FORCE MAJEURE

    1. Definition: For this Agreement, "Force Majeure" refers to any event or circumstance beyond the reasonable control of the Company that prevents or delays the performance of its obligations under this Agreement. Such events may include, but are not limited to, acts of God, natural disasters, fires, floods, earthquakes, wars, terrorism, riots, strikes, labor disputes, government actions, pandemics, epidemics, cyber-attacks, disruptions to telecommunication networks, and any other unforeseeable events.

    2. Notification: In the event of a Force Majeure occurrence, the Company shall promptly notify Users in writing of the nature and expected duration of the delay or inability to perform its obligations.

    3. Suspension of Obligations: If a Force Majeure event occurs, the Company's obligations under this Agreement shall be suspended for the duration of the Force Majeure event. The Company shall make reasonable efforts to mitigate the effects of the Force Majeure event and resume performance as soon as possible.

    4. Termination Rights: If the duration of the Force Majeure event exceeds 30 calendar days, either party may terminate this Agreement by providing written notice to the other party. Upon termination due to a Force Majeure event, neither party shall be liable to the other for any damages or losses incurred as a result of the termination.

    5. No Liability: The Company shall not be liable for any failure to perform its obligations under this Agreement due to a Force Majeure event, and Users shall not be entitled to any compensation or damages for such failure.

    6. Exceptions: : This Force Majeure clause does not excuse the User from any obligations under this Agreement or relieve the User from liability for any breaches of this Agreement caused by the User’s actions or negligence.

17. TERMS AND TERMINATION

    1. Term: This Agreement shall commence on the date a User first accesses or uses the Platform and shall continue in effect until terminated by the provisions herein.

    2. Modifications: We reserve the right to modify this Agreement at any time, without prior notice or consent from users. It is the sole responsibility of users to regularly review the Agreement for any updates or changes. Continued use of the Platform after such modifications constitutes acceptance of the revised Agreement.

    3. Termination by Users: Users may terminate their account and this Agreement at any time by providing written notice to the Company through the designated email address. Upon termination, Users will lose access to the Platform and any associated Services.

    4. Termination by the Company: The Company reserves the right to terminate or suspend a User's access to the Platform at its sole discretion, without prior notice, for any reason, including but not limited to:

       • Violation of this Agreement or any applicable laws.
       • Engaging in fraudulent, abusive, or illegal activities.
       • Failure to comply with applicable laws and regulations.
       • Failure to provide accurate information during account registration.
       • If the Company believes that the User's actions may pose a risk to the integrity of the Platform or its Services.

    5. Immediate Termination: The Company may terminate this Agreement and access to the Platform immediately, without prior notice, if it determines that the User poses a risk of harm or liability to the Company or other Users, or if required by law.

    6. Effect of Termination: Upon termination of this Agreement:

       • All rights granted to the User shall cease immediately.
       • Users shall immediately stop using the Platform and Services.
       • Any obligations incurred before termination shall remain in effect.
       • The Company shall not be liable for any loss of data or transactions as a result of termination.

    7. Post-Termination Obligations: Users agree to continue to comply with any obligations and representations made in this Agreement that are intended to survive termination, including, but not limited to, those related to indemnification, limitation of liability, and governing law.

    8. Data Retention: Upon termination of the User’s account, the Company may retain certain information about the User as required by law or for legitimate business purposes, subject to the Company’s Privacy Notice.

    9. Survival: Certain provisions of this Agreement, including but not limited to those related to limitation of liability, indemnification, governing law, and dispute resolution, shall survive termination.

    10. Right to Revoke Access: In addition to termination, the Company reserves the right to revoke access to specific features of the Platform without terminating the entire Agreement if a User's conduct is found to be in violation of this Agreement.

18. GOVERNING LAW & DISPUTES RESOLUTION

    1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Abu Dhabi Global Market (ADGM), without regard to its conflict of law principles.

    2. Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved exclusively in the courts of Abu Dhabi Global Market Courts. Users agree to submit to the jurisdiction of such courts for the resolution of any disputes.

    3. Anti-Class Action Clause: Users agree that any disputes, claims, or controversies arising out of or relating to this Agreement shall be resolved on an individual basis and not as part of a className, collective, or representative action. Users waive any right to bring or participate in any className action, className arbitration, or other representative proceeding against the Company.

    4. No Collective Proceedings and Individual Relief Only: Users acknowledge and agree that any claims or disputes arising out of this Agreement must be brought individually, and no collective or group claims will be permitted. Users are entitled to seek individual relief only, and any recovery awarded shall be limited to the actual damages incurred by the User

19. MISCELLANEOUS

    1. Entire Agreement: This Agreement, along with any other legal notices or agreements published by the Company on the Platform, constitutes the entire agreement between Users and the Company concerning the use of the Platform and supersedes all prior agreements, understandings, or representations.

    2. Consent to Electronic Communication: By using the Platform, Users consent to receive communications from the Company electronically. The Company will communicate with Users primarily via email, and Users agree that all agreements, notices, disclosures, and other communications that the Company provides to them electronically will satisfy any legal requirement that such communications be in writing.

    3. Recognition of Electronic Form and Legal Effect: User acknowledges and agrees that this Agreement and any related documents, communications, or consents may be executed, delivered, and accepted electronically. In accordance with the Electronic Transactions Regulations 2021 of Abu Dhabi Global Market (ADGM), such electronic form shall have the same legal validity and enforceability as a document executed in writing.

    4. Order of Precedence: In the event of any conflict between this Agreement and any other agreement or document related to the use of the Platform, this Agreement shall prevail unless expressly stated otherwise in a written agreement signed by the Company.

    5. Waiver: The failure of the Company to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision or any other right or provision.

    6. Severability: If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

    7. Assignment: Users may not assign or transfer any rights or obligations under this Agreement without the Company's prior written consent. The Company may assign or transfer its rights and obligations under this Agreement at its discretion without restriction.

    8. Headings: The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

    9. Third-Party Beneficiaries: This Agreement is for the benefit of the Company and its affiliates. There are no third-party beneficiaries to this Agreement.

    10. Notices: All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when sent via email to the address provided by the User or when posted on the Platform.

    11. Survival: Certain provisions of this Agreement, including but not limited to those relating to limitation of liability, indemnification, and governing law, shall survive any termination or expiration of this Agreement.

    12. Language: This Agreement is written in English. If translated versions of this Agreement are provided, the English version shall prevail in the event of any inconsistency.

    13. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20. CONTACT

    1. Basic Inquiries and Feedback: For any general inquiries, comments, or suggestions regarding the Platform and its Services, please contact us at email:support@recordsmarine.com

This Agreement is published on behalf of RECORDS MARINE IP HOLDINGS LTD. The operator, RECORDS MARINE - FZCO, acts under exclusive license and does not own any underlying intellectual property.

Company Name: RECORDS MARINE IP HOLDINGS LTD

Registration Number: 27123

Jurisdiction: Abu Dhabi Global Market, UAE

Address: Cloud Desk D08, 11th Floor, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates