Use of the eMarketplace

1. The Member acknowledges that the use of the Tejari eMarketplace (“eMarketplace”) is governed by terms hereunder and Tejari’s Privacy Policy (“Policy”) on the Service Provider’s website www.tejari.com and the Member agrees to comply with the Terms and the Policy.

2. The Member acknowledges and agrees that it must register with the Service Provider prior to using the eMarketplace.

3. The Member agrees that the use of the eMarketplace and the terms of this agreement are restricted to the Member and shall not extend to the subsidiaries and affiliates of the Member without the prior written consent of the Service Provider.

4. The Member should attend the Mandatory Training Course within three months of signing this agreement.

5. The Member shall not (and shall not permit any third party to) use the eMarketplace or any of Tejari’s websites and sub-domains (the “Sites”) in such a manner as to copy, reverse engineer, modify, disassemble, or decompile the Site, eMarketplace or any part thereof for any purpose whatsoever.

Fees

6. The Member acknowledges that fees (“Membership Fees”) payable under the agreement signed by the Member (“the Agreement”) are based on and subject to the Annual User Parameters and the Member agrees to use the eMarketplace within such Parameters.

7. The Member agrees to pay the Service Provider the Membership Fees in respect of a period of one year or such other period as specified in the Agreement starting on the date of registration (the “Initial Term”) and for every subsequent year thereafter (the “Renewal Term”) (if applicable) annually in advance.

8. If the Member exceeds the Annual Users Parameters in breach of clause 6 above, the Service Provider shall change the membership category and accordingly amend the Membership Fees payable by the Member by informing the Member.

9. In the event that the Member fails to pay the Membership Fees, or any part thereof, within 30 days of receiving an invoice for such fees from Tejari, Tejari may, entirely at its discretion and without notice to the Member, prevent the Member from using eMarketplace.

Term and Termination

10. This Agreement shall be valid for the Initial Term. After the Initial Term, this Agreement shall be automatically renewed for successive periods of one year each (each the “Renewal Term”) unless it is terminated by either party giving the other party one-month’s notice in writing not less than 30 days prior to expiry of Initial Term or each Renewal Term; or unless the Agreement has a specific end date.

11. This Agreement may be terminated without notice by the Service Provider if the Member: (a) breaches the provisions of this Agreement; (b) compounds with or negotiates for any composition with its creditors generally or permits any judgment against it to remain unsatisfied for 7 days; (c) being an individual or partnership, he or any of his partners dies, has a receiving order made against him or commits any act of bankruptcy; or (d) being a company, calls any meeting of its creditors, has an administrator, administrative receiver or other receiver of all or any of its assets appointed or applied for, enters into any liquidation.

12. In the event of termination of this Agreement by the Service Provider: (a) any Membership Fees paid by the Member in advance shall be reimbursed by the Service Provider to the Member on a pro rata basis; and (b) the Member shall discontinue the use of all material that would make it appear to the public that the Member is still a member of the eMarketplace.

13. The Service Provider shall be entitled to set off any monies due to it from the Member against the Membership Fees paid by the Member in advance.

14. In the event of termination of the Agreement by the Member all indebtedness of the Member to the Service Provider shall become immediately due and payable.

15. The termination of this Agreement (for any reason) shall be without prejudice to any rights or obligations, which shall have accrued prior to such termination and shall not destroy or diminish the binding force of any of the provisions of this agreement, which are expressly provided to come into force on, or continue in force after, such termination.

Notices

16. Any notice or other document to be served under this Agreement may be delivered or sent by first class recorded delivery post or facsimile process to the party to be served at the address appearing in this Agreement or such other address as a Party may have notified to the other party in accordance with this clause.

General

17. The complete or partial invalidity or unenforceability of any provision in this Agreement for any purpose shall in no way affect the validity or enforceability of such provision for any other purpose or the remaining provisions in this Agreement.

18. This Agreement shall be binding on the parties hereto, their respective successors and permitted assigns, heirs and/or legal representatives but it is personal to the Member who may not assign it or any rights conferred on it without the Service Provider’s prior written consent.

19. This Agreement (including the Policy) contains the entire agreement between the parties relating to the membership and use of the eMarketplace and supersede all previous agreements between the parties relating to these transactions; there are no other conditions, warranties, terms, representations, collateral contracts, promises or other obligations, whether written, oral, express or implied.

Governing Law and Jurisdiction

20. This Agreement is governed by and shall be construed in accordance with the terms of U.A.E law as applied in the Emirate of Dubai.

21. Both parties agree to submit to the jurisdiction of the Dubai courts for all purposes relating to this Agreement.