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Terms of Services

These Terms of Use govern your access to and use of the services through the Iron Bay member account and related Apps (as defined below) (collectively, the “Service”). The Terms of Use are an agreement made by and between you and Asia Commerce Limited.  References to “Iron Bay” herein mean Asia Commerce Limited. If you are entering into the Terms of Use on behalf of a company or other legal entity, you represent and warrant that you are authorized and lawfully able to bind such entity to the Terms of Use, in which case the term “you” shall refer to such entity.

Iron Bay may, at its discretion, update the Terms of Use at any time.

PLEASE REVIEW THE TERMS OF SERVICE CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR ACCESSING OR OTHERWISE USING THE SERVICE OR ANY OF ITS COMPONENTS, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, DO NOT ACCESS OR USE THE SERVICE.

As used in the Terms of Use, “you” are an individual acting on your own behalf, or an agent of a person or entity that has authorized you to act on their behalf; “we” and “us” mean Iron Bay.

Privacy Statement

In addition to the Terms of Use, the Privacy Policy posted on the Service governs your access to and use of the Service (“Privacy Statement”). The terms of the Privacy Statement are incorporated by reference into the Terms of Use. You are encouraged to periodically review the Privacy Statement.

Grant of Rights

Subject to your compliance with the Terms of Use in all material respects, Iron Bay grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to: (i) access and view pages from the Service for your personal, non-commercial use only; and (ii) print a reasonable number of such pages for your personal, non-commercial use only.

To the extent that the Service provides access to any software, applications, modules or other similar components, then, subject to your compliance with the Terms of Use in all material respects, Iron Bay grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use such components only in executable, machine-readable, object code form within the online platform provided by Iron Bay and only for your personal, non-commercial purposes.

Iron Bay may make available mobile apps for access to and use of certain components of the Service (the “Apps”). Your access to and use of such mobile apps is subject to the applicable end user license agreement for each App. Your access to and use of the Service must further comply in all material respects with any usage guidelines posted by Iron Bay.

Iron Bay reserves the right, in its sole discretion, to allow or deny access to the Service to any party.

Registration

Iron Bay offers users of the Service the opportunity to sign up for a free member account at the Iron Bay website.

You may browse the Service without registering, but some features may not be accessible unless you register. In registering for the Service, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Iron Bay reasonably suspects that you have done so, Iron Bay may suspend or terminate your account.

You are fully responsible for all activities that occur under your account. You may not share your account or password with anyone. You agree to notify Iron Bay immediately of any unauthorized use of your account or password or any other similar breach of security.

Rights to Content

You acknowledge and agree that Iron Bay and its licensors own all rights, title and interest (including, but not limited to, intellectual property rights) in the Service and all information, data, text, software, music, sounds, photographs, graphics, videos, messages, scripts, tags and/or other material accessible through the Service (“Content”) and other materials within the Service.

Except as expressly permitted by the Terms of Use, you may not: (i) use, distribute, transmit, reproduce, modify, adapt, create derivative works from, publicly perform or publicly display any Content; (ii) frame or utilize any framing technique to enclose any Content; (iii) decompile, decode, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code or the architectural framework for any software within or associated with the Service; or (iv) access the Service for purposes of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by Iron Bay. Iron Bay reserves all rights not expressly granted to you.

Restrictions Governing the Use of the Service

As a condition of your use of the Service, you shall not:

  1. upload, post, email, transmit or otherwise make available any Content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; or (v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;
  2. impersonate any person or entity, including, but not limited to, Iron Bay personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
  3. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
  4. use the Service in any way that violates any local, state, provincial, federal, national or international law or regulation or that is prohibited by the Terms of Use;
  5. use Service in any manner that could damage, disable, overburden, or impair the Service;
  6. use any device, software, routine or other means to interfere or attempt to interfere with the proper working of the Service or the Iron Bay website;
  7. take any action that imposes an unreasonable or disproportionately large load on the Service or our infrastructure;
  8. interfere with or disrupt any computer networks involved in the provision of the Service or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
  9. interfere with any other party’s use of the Service or the Iron Bay website;
  10. use the Service in such a way as to gain unauthorized access to the computer systems of others;
  11. sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Service, including, but not limited to, your user account and password; or
  12. use spiders, crawlers, robots or any other similar means to access the Service or substantially download, reproduce or archive any portion of the Service, or otherwise engage in any data-mining activities using the Service or in any commercial use of the information obtained through the Service.

No Professional Advice

All Content is provided for informational purposes only. By no means is any Content intended to substitute for the advice that may be provided to you by a professional. If you need specific advice (e.g., engineering, scientific, risk management, appraisal, valuation, legal), please seek a professional who is licensed or knowledgeable in that area. You are solely responsible for selecting the appropriate equipment for your needs.

Suggestions

If you elect to provide or make available to Iron Bay any suggestions, comments, ideas, improvements or other feedback relating to the Service (“Suggestions”), Iron Bay shall be free to use, disclose, reproduce, have made, modify, license, transfer and otherwise utilize and distribute your Suggestion in any manner, without credit or compensation to you.

Dealings with Other Third Party Partners

Your dealings with our third party partners, who market, sell, provide or offer to sell or provide any goods or services on the Service, including payment for or delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the third-party partner. You agree that Iron Bay shall not be liable for any loss or damage of any kind incurred as a result of any such dealings.

Links and External Materials

The Service may provide links to other websites or resources. You acknowledge and agree that Iron Bay does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Materials”). The External Materials are subject to different Terms of Use and privacy policies which you are responsible for reviewing. You further acknowledge and agree that Iron Bay shall not be liable for any damage or loss caused by or resulting from use of or reliance on any External Materials.

Modifications to the Service

Iron Bay reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any portion thereof) with or without notice. You agree that Iron Bay shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service (or any portion thereof).

Termination

Without limiting any other remedies, Iron Bay reserves the right, at its sole discretion, to revoke your access to Service at any time and without notice, for any reason, including, without limitation, if we (i) conclude you have engaged in activity unacceptable to Iron Bay in connection with our site or access to or use of the Service, or (ii) determine you are in breach of the Terms of Use.

In the event that you violate the Terms of Use, all rights granted to you under the Terms of Use shall be terminated immediately, with or without notice. Upon termination for any reason, Iron Bay, in its sole discretion, may remove and discard your member account profile. The provisions of the Terms of Use that should by their nature survive termination of the Terms of Use shall survive such termination.

Indemnification

You agree to indemnify, defend and hold Iron Bay and its affiliates, and each of their officers, directors, employees, agents, partners, licensors, successors and assigns (collectively, “Iron Bay Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including, but not limited to, reasonable attorneys’ fees, resulting from or arising out of your: (a) access to or use of the Service; (b) violation of the Terms of Use or any law or regulation; or (c) violation of any rights of another party.

Disclaimers

You acknowledge and agree that the internet is an unreliable, unsecured, and error-prone network and Iron Bay Parties cannot and do not guarantee continuous, uninterrupted or secure access to the Service. You agree to hold Iron Bay Parties harmless for any interruptions in the Service, or your inability to reach or effectively use the Service.

THE SERVICE, INCLUDING ALL CONTENT, FUNCTIONS, MATERIALS, SERVICES AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, IS PROVIDED ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IRON BAY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT, NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IRON BAY PARTIES DO NOT WARRANT AND HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS THAT THE SERVICE OR THE FUNCTIONS, FEATURES, CONTENT OR OTHER MATERIALS CONTAINED, MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY SOFTWARE, PRODUCTS OR OTHER MATERIALS WILL: (A) BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED; OR (B) MEET YOUR REQUIREMENTS.  IRON BAY PARTIES FURTHER DO NOT WARRANT AND HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE RESULTS, INCLUDING THE ACCURACY OR RELIABILITY OF SUCH RESULTS, THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICE OR THE FUNCTIONS, FEATURES, CONTENT OR OTHER MATERIALS CONTAINED, MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY SOFTWARE, PRODUCTS OR OTHER MATERIALS.

IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IRON BAY PARTIES OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.

You acknowledge and agree that any information, data or other materials that you obtain from or through the Service, whether provided by Iron Bay Parties or others, may contain errors or be inaccurate or incomplete. It is solely your responsibility to confirm the accuracy, completeness and reliability of any such information, data or other materials.

Limitation of Liability

IN NO EVENT SHALL IRON BAY PARTIES BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST REVENUES AND OTHER SUCH DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF IRON BAY PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL IRON BAY PARTIES BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RESULTING FROM: (A) THE FAILURE OF ANY INFORMATION OR DATA TO BE TRANSMITTED OR RECEIVED IN A TIMELY FASHION; (B) THE INTERRUPTION OF ANY DATA TRANSMISSION; (3) THE DOWNLOADING OF ANY APPLICATIONS OR INFORMATION RELATED TO THE SERVICE; OR (4) THE USE OF OR INABILITY TO USE THE SERVICE.

IN NO EVENT SHALL THE IRON BAY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE TERMS AND CONDITIONS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE EXCEED US$50 OR ITS EQUIVALENT IN ANOTHER CURRENCY.  THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. CERTAIN STATE AND PROVINCIAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Governing Law

The Terms of Use and any dispute or claim arising out of or relating in any way to the Terms of Use or your access to or use of the Service, including, but not limited to, the validity, applicability or interpretation of the Terms of Use, shall be governed by and construed and enforced in accordance with the laws of Japan, without regard to conflict of laws principles. Applicable laws may require that the laws of the country in which you reside apply, in which case the laws of such jurisdiction will apply. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms of Use.

Forum for Disputes

Any dispute or claim arising out of or relating in any way to the Terms of Use or your access to or use of the Service, including, but not limited to, the validity, applicability or interpretation of the Terms of Use, shall be brought only in a court of competent jurisdiction in Tokyo, Japan.  You hereby submit to the personal jurisdiction and venue of such courts and waive any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any such proceeding.

Class Action Waiver

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, You agree and understand that you will not bring against Iron Bay, or any of its affiliates or related entities, and the directors, officers, agents, and/or employees any class, CONSOLIDATED OR REPRESENTATIVE action related to your access to, dealings with, or use of our Service, AND ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.

No Waiver

The failure of Iron Bay to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.

No Third-Party Beneficiaries

You agree that, except as otherwise expressly provided in the Terms of Use, there shall be no third-party beneficiaries to the Terms of Use.

Language

It is the express wish of the parties that the Terms of Use and all related documents be drawn up in English for any users residing outside of Japan. Where Iron Bay has provided any translation of the English language version of these Terms of Use, such translation is provided for your convenience only. To the extent there is any inconsistency between the English language version and any such translation, the English language version shall govern.

General

Unless otherwise specified herein, the Terms of Use constitute the entire agreement between you and Iron Bay concerning your access to and use of the Service and it supersedes all prior or contemporaneous oral or written negotiations and agreements between you and Iron Bay with respect to such subject matter. If any provision of the Terms of Use is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the Terms of Use. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.