Last Updated: Dec 1, 2011
Before using the whole or any part of the Service (as defined below), please read the following terms and conditions which govern use of the Service. By using the Service or any portion thereof, you agree to be bound by the terms and subject to the conditions of this Agreement (as defined herein).
OOCL LOGISTICS LICENSE AGREEMENT AND TERMS OF USE
ARTICLE 1: THE SERVICE
Section 1.01. The Service.
The "Service" consists of OOCL Logistics Limited ("OLL") web sites, currently under the registered domain name of oocllogistics.com (the "Web site"), including the programs, text, messages, software, sound, pictures, video, graphics or any products or materials (including any e-mail notifications sent by or to OLL or documents generated thereby) (individually and collectively "Content"), containing and/or generating data and other information (collectively "Data") as may be included in, accessible through or posted upon (individually and collectively "Posted" and where the content requires, may also be referred to as "Posting" or "Post") the Web site from time to time. You agree that there are no standards of performance in the Service except those that are expressly set forth in this Agreement.
Section 1.02. Your Eligibility.
As a condition for your use of and/or access to the Service, you undertake, represent and warrant that:
(a) you have the legal and other requisite authority to enter into this Agreement with valid and binding effect on you and/or any entity you represent and on behalf of which you are entering into this Agreement; and
(b) you will only use the Service in compliance with this Agreement.
Section 1.03. Changes to the Service and Additional Terms.
(a) You acknowledge and agree that nothing in this Agreement constitutes an undertaking by OLL to continue providing the Service, or any aspect of the Service, in its present form. OLL may for any reason whatsoever and without specific notice to you, make additions to, change, modify, discontinue, delete or suspend any aspect of the Service, including access to the Service or any Data or Content item. Use of and access to the Service after any change shall be deemed to constitute full acceptance of the Service and Agreement as changed. The amended Agreement shall be effective automatically upon being Posted or on any later date specified.
(b) In addition to the terms contained in this Agreement are the terms contained with the Privacy and Security Statement (hyperlink) which can be viewed by accessing the "Privacy and Security Statement" link on the Web site. Such additional terms are deemed to be set out in full in this Agreement together with any other specific terms, guidelines and rules Posted from time to time and all are incorporated as such.
(c) Variations of this Agreement. OLL may at any time vary this Agreement by publishing the amended terms and conditions on the Web site together with a notice that the Agreement has been updated or otherwise amended. You acknowledge and agree that by doing this, OLL has provided you with sufficient notice of the variation, even where OLL does not use additional means of notification. The amended Agreement shall be effective automatically upon being Posted or on any later date specified. Your continued use of and/or access to the Service will be deemed your full acceptance of the Agreement, as amended.
Section 1.04. License to Use.
(a) Unless expressly permitted by this Agreement or otherwise by OLL in writing, you may not: (1) copy (including into computer memory and central processing unit cache) or otherwise reproduce any Content or Data; (2) alter, modify or adapt the Service or any Content or Data, including but not limited to translate, reverse engineer (whether by decompiling, disassembling or otherwise) or prepare derivative works; (3) lend, republish, transmit, publicly display, link to, frame or distribute in any way any Content or Data; However, you may:
(i) display, print, copy into computer memory and download Content and Data for your own internal business purposes . Any such copies remain the property of OLL;
(ii) share limited portions of the Content or Data with your business affiliates in a manner and to no greater extent than required in the ordinary course of business, provided that such business (both yours and those of your business affiliates) shall not include any business remotely in the nature of the Service. You may not present any shared information or data in an unfair, misleading or discriminatory manner. You will attribute source as appropriate under all circumstances; and
(iii) if applicable law authorizes you to perform certain types of reverse engineering and declares unenforceable contractual restrictions that conflict with that law, then you may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law but only once you have given us prior notice in writing (to be given in accordance with Section 5.11).
Section 1.05. Proprietary Rights.
(a) You acknowledge and agree that: (1) OLL has certain proprietary rights in the Service, the Content and Data; (2) OLL, its Affiliates, third party information providers and advertisement providers have certain proprietary rights in their respective Content and Data including copyright, trademarks and/or service marks, whether registered or unregistered (including, without limitation to "OLL" and "OOCL"); and (3) the Posting of any Content or Data (including displaying any trademarks or service marks) on this Service neither constitutes a waiver of any proprietary rights nor a transfer by implication, estoppel, or otherwise of any such rights nor the grant of any license to you or any third party. An Affiliate means: (1) with respect to OLL, a subsidiary of OLL together with OLL's Subcontractors (as defined in Section 5.07); and (2) with respect to any other entity, a subsidiary of such entity (as defined in Section 736 of the Companies Act 1985) and any holding company of such entity (as defined in Section 736 of the Companies Act 1985), and any other subsidiary of such holding company.
(b) You warrant and agree that you will not: (1) misappropriate, misuse or otherwise violate such proprietary rights; (2) remove or alter any copyright notices or other proprietary notices on the Web site; (3) remove, alter, block, circumvent or otherwise interfere with any copyright management information or any technological measure used by OLL or other providers of Content or Data to protect their Content and Data; or (4) use any variations of such trademarks and/or service marks which are confusingly similar thereto.
Section 1.06.
(a) You hereby grant to OLL, with respect to all Content or Data, including without limitation to e-mail, which you may from time to time Post or documents generated thereby, a royalty-free, perpetual, irrevocable, non-exclusive, worldwide and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Posted materials (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed.
(b) To address our mutual rights, duties and obligations arising as a result of the implementation of the General Data Protection Regulation 2016/679 (“GDPR") and the Applicable Data Protection Laws (as defined in the Framework), that come into effect across the EU on 25 May 2018, in our provision of the Services, the User and you authorise OLL to process Personal Data provided to OLL or which is made available to it for the purposes of providing Services to the User and you pursuant to the contract of carriage and for any other purposes. In respect of any personal data you have provided to us to process for performing the contract of carriage, you as the User shall be the “Data Controller" and OLL shall be a “Data Processor" for the purposes of GDPR and/or the Applicable Data Protection Law. The Data Subjects, Categories of Personal Data, Processing Operations and Duration of Processing relevant to the provision of the Services are defined in Schedule 2 of the Framework in
Privacy and Security Statement .
(c) You hereby provide OLL and its Affiliates with all necessary consents, licenses, permits and authorizations of yourself and all data subjects as may be required by any applicable law or otherwise (including all privacy and other data protection regulations and legislation) as shall be necessary for the transfer of Personal Data to OLL or its Affiliates and/or third parties including without limitation the parties listed in Section 6 of the Privacy and Security Statement, wherever they may be situated, and for the use and processing of such data by OLL, its Affiliates or their Affiliates and/or third parties, including without limitation the parties listed in Section 6 of the Privacy and Security Statement. OLL's use of Personal Data is subject to our Privacy and Security Statement.
ARTICLE 2: ADDITIONAL OBLIGATIONS
Section 2.01. No Illegal Use.
You acknowledge and agree that you will not engage in the operation of any illegal business; and that you will not use or export or permit anyone else to use or export the Service, or any part thereof, including its Content and Data in the Web site (including, without limitation, any technical data and personal information) for any unlawful purpose or in a manner that violates any applicable internal, local, state, national or international law, rule, regulation, court order, administrative proceeding, or any applicable agreements.
Section 2.02. Specific Conduct Rules.
Without limiting the applicability of any other obligations or limitations of your use, you agree not to:
(a) post, link, e-mail or otherwise transmit any Content or Data that is unlawful, harmful or otherwise objectionable or violates any governmental agency, local, state, national or foreign laws;
(b) post, link, e-mail or otherwise transmit any Content or Data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure/confidentiality agreements or undertakings);
(c) post, link, e-mail or otherwise transmit any Content or Data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party or rights of publicity or privacy;
(d) upload, post, link, e-mail or otherwise transmit any Content or Data that contains viruses, Trojan horses, worms, time bombs, cancel bots or any other harmful or deleterious programs;
(e) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(f) attempt to gain or gain unauthorized access to other computer systems through this Web site or the Service;
(g) interfere with another individual's or entity's use and enjoyment of the Service;
(h) post, link, e-mail or otherwise transmit any Content or Data which is defamatory in any way or of an obscene nature;
(i) disguise, alter or misrepresent any Content or Data or origin of such material including by impersonating any person or entity, creating a false identity or falsely stating or otherwise misrepresenting your affiliation with a person or entity or by manipulating headers or other identifiers;
WITHOUT LIMITING THE APPLICABILITY OF ANY OTHER OBLIGATIONS AND IN CONSIDERATION OF YOUR REGISTRATION WITH AND/OR YOUR USE OF AND/OR ACCESS TO THE SERVICE, YOU AGREE TO:
(j) ensure that any and all Data submitted to OLL is true, accurate, current, complete and not misleading as of the time sent, and that you shall promptly update any Data so submitted and reasonably expected to be relied on by OLL or any other users (including those contemplated by the disclosure provisions in Section 6 of the Privacy and Security Statement), to keep it true, accurate, current, complete and not misleading; and
(k) comply with the acceptable use policies of all third party networks over which the Service is used and any applicable local laws, rules and regulations regarding on-line conduct.
Section 2.03. Access to the World Wide Web.
In order to use the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based Content and Data, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. OLL is not responsible for any on-line or other charges you may incur in connection with participating in this Web site.
ARTICLE 3: OLL WARRANTY AND EXCLUSIVE REMEDY; DISCLAIMERS OF ALL OTHER WARRANTIES; LIMITATION OF LIABILITY; AND YOUR NOTIFICATION AND ASSUMPTION OF CERTAIN SPECIFIED RISKS
Section 3.01. Provision of Services, Exclusive Remedy
(a) OLL uses commercially reasonable efforts to make the Service available. In the event that the Service is not available as a result of a failure by OLL to perform its obligations under this Agreement, OLL will endeavor, giving due regard for the cost, time, and effect on other users of the Service, to correct any such failure.
(b) IN THE EVENT THAT THE SERVICE IS NOT AVAILABLE IN ANY WAY AND/OR FOR ANY REASON, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE USE OF THE SERVICE.
Section 3.02. Disclaimer of All Other Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT BEYOND THE WARRANTIES STATED IN THIS ARTICLE, THE SERVICE, THE DATA AND THE CONTENT, WHETHER SUPPLIED BY OLL, AND THE RELATED PARTIES DEFINED IN SECTION 3.04, ARE PROVIDED "AS IS" AND OLL DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION, FREEDOM AGAINST INTERFERENCE WITH YOUR ENJOYMENT OR FREEDOM FROM INFRINGEMENT) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.
Section 3.03. Notification and Assumption of Risk
(a) Service may be interrupted and have errors. You acknowledge and agree that OLL does not warrant that the Service will be uninterrupted or error-free (including virus-free), that Data and Content will be timely Posted, updated, removed, edited or accessible or that defects will be corrected. OLL and its Affiliates (or their Affiliates) (as defined in Section 1.05) assume no responsibility for misdelivery, timeliness, deletion, alteration or failure to store any of personalization settings, requests for delivery or other communication with or through the Service or in respect of Content or Data. By using the Service you agree that you will not rely on the Service being available, uninterrupted or error-free.
(b) Data and Content is for reference only. You acknowledge that although OLL believes Content and Data Posted to be generally reliable, any Content and Data Posted, including but not limited to, OLL's and shareholders' information and information in any other part of the Service, may be inaccurate, incomplete or not useful for a particular purpose, and is for your reference only. By using the Service, you agree that you will not rely on any Posted Content and Data and that you will evaluate and assume all risks associated with the use of any such Content and Data.
c) Content and Data Posted by Users. You acknowledge that OLL is not able to ensure that Content and Data Posted by users is accurate, current, true and Posted in accordance with any and all applicable law. You also acknowledge and agree that OLL cannot prevent people acting under false pretenses, or preventing persons lacking the requisite legal capacity and powers from using the Service. Furthermore, you acknowledge that a reference to or an appearance on the Service is not an indication of the creditworthiness, trustworthiness or acceptability of any user. By using the Service, you agree that you must bear all risks directly and/or indirectly associated with your use of Content, Data, information and/or documents generated thereby from.
(d) Transmissions to and from the Web site. You acknowledge that the technical processing and transmission of the Service, may involve (1) changes to conform and adapt to technical requirements of connecting networks or devices and (2) transmissions over various networks and that no data transmission over the networks comprising the Internet can be guaranteed as totally secure and further that Data or Content transmitted by you to or through the Web site or over the various networks may be viewed, cached, stored, and/or used by the operators or owners of the networks. By using this Service and transmitting Data or Content to or through the Web site or over the various networks, you agree to evaluate and assume all risks connected with the transmission and technical processing and you also agree that OLL and its Affiliates assume no responsibility for any viewing, caching, storing or otherwise using by the operators or owners of the various networks of the Data or Content transmitted by you.
Section 3.04. Limitation of Liability.
(a) EXCEPT AS OTHERWISE SET FORTH IN THIS ARTICLE 3, IN NO EVENT WILL OLL, ITS AFFILIATES, AND/OR THEIR SHAREHOLDERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUBCONTRACTOR AND AGENTS (COLLECTIVELY, THE "RELATED PARTIES") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL CLAIMS, LOSSES OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, OPPORTUNITY, BUSINESS OR DATA), FINES OR PENALTIES ARISING FROM ANY CAUSE WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING UNDER INDEMNITY) OR TORT (INCLUDING NEGLIGENCE), OR WHETHER ARISING UNDER STATUTE BY MEANS OF STRICT LIABILITY OR ARISING UNDER ANY OTHER LEGAL THEORY (INCLUDING UNDER CRIMINAL LAW), EVEN IF OLL OR THE RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, LOSSES OR DAMAGES.
(b) WITHOUT LIMITING THE GENERALITY AND APPLICABILITY OF THE FOREGOING OR OF ARTICLE 4, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER OLL NOR THE RELATED PARTIES SHALL BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES OR INJURIES CAUSED BY (I) SHUTDOWN, DELAY, INTERRUPTION OR DEFECT IN THE COMMUNICATIONS WITH AND OPERATIONS WITH THE SERVICE; (II) ANY ERROR, OMISSION, FAILURE, DELAY, ALTERATION, THEFT, USE OR DESTRUCTION OF INFORMATION (WHETHER RESIDING ON THE SERVICE OR ON YOUR EQUIPMENT), REGARDLESS OF CAUSE (UNAUTHORIZED ACCESS, VIRUS OR OTHERWISE); (III) ANY ERRONEOUS, NON-CURRENT, INCOMPLETE OR MISLEADING CONTENT OR DATA OBTAINED OR DERIVED FROM ANY SOFTWARE, PRODUCTS, SERVICES OR OTHER DATA AND CONTENT USED OR OBTAINED ON, THROUGH OR IN CONNECTION WITH THE SERVICE; OR (IV) ANY UNAUTHORIZED OR INCORRECT PREPARATION, STORAGE, TRANSMISSION, PRINTING OR OTHER USE OF DOCUMENTS (WHETHER SUCH ERROR MANIFESTS AS DELIVERY TO A WRONG RECIPIENT, DELAYED DELIVERY, PARTIAL MISDELIVERY, FAILURE OR REFUSAL TO DELIVER; INCORRECT OR INCOMPLETE INFORMATION CONTAINED IN SUCH DOCUMENTS OR OTHERWISE).
(c) IF, NOTWITHSTANDING THE RELEASES AND INDEMNITY SET FORTH IN ARTICLE 4, ANY OR ALL OF OLL OR THE RELATED PARTIES ARE FOR ANY REASON HELD LIABLE TO YOU OR ANY OTHER PERSON IN ANY CIRCUMSTANCE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, THEIR AGGREGATE LIABILITY TO YOU OR ANY OTHER PERSON IS LIMITED TO US$100 OR ITS EQUIVALENT IN LOCAL CURRENCY.
(d) YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. YOU EXPRESSLY WAIVE ANY RIGHT YOU MAY OTHERWISE HAVE UNDER ANY STATUTE OR LAW.
Section 3.05. Exclusions and Limitations.
Some jurisdictions do not allow or limit the exclusion of certain warranties or the limitation or exclusion of liability. Accordingly, some of the above limitations may not apply to you. In that case, this Agreement will remain in full force and effect to the extent permitted by law and set forth in Section 5.11(b) of this Agreement.
ARTICLE 4: RELEASES AND INDEMNITY
Section 4.01. Your Use of the Service.
You agree to defend, indemnify and hold OLL and all Related Parties (the "Indemnified Party") harmless from all claims, losses, damages, liabilities, judgments and fees and expenses related thereto (including, but without limitation, attorneys, fees), of every kind and nature, known ad unknown, suspected and unsuspected, disclosed and undisclosed (collectively, "Losses") due to or arising out of your use of the Service, your connection to the Service, your violation of the Agreement, or your violation of any rights of another or use, transfer or other disposition subsequent to the time when you knew or should have known that certain Content and Data obtained on or through the Service was delivered to you in error or contained incomplete, incorrect or other misleading information. This indemnity may, without in any way limiting the Indemnified Party, be claimed as a debt or a liquidated demand.
Section 4.02. Assumption of Defense.
The Indemnified Party reserves the right, at its own expense, to assume the defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle or otherwise dispose of or compromise any such matter without the prior written consent of the Indemnified Party.
ARTICLE 5: MISCELLANEOUS
Section 5.01. Governing Law and Jurisdiction
(a) This Agreement is governed by and shall be construed in accordance with English law.
(b) BY ACCESSING OR USING THE WEB SITE, YOU SHALL BE DEEMED TO HAVE CONSENTED TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF ENGLAND WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND/OR THIS AGREEMENT, AND THAT PROPER VENUE SHALL LIE IN THE AFOREMENTIONED COURTS, AND YOU AGREE NOT TO COMMENCE OR PROSECUTE ANY SUCH CLAIMS, ACTIONS, OR PROCEEDINGS OTHER THAN IN THE AFOREMENTIONED COURTS. THIS JURISDICTION AGREEMENT IS IRREVOCABLE AND IS FOR THE EXCLUSIVE BENEFIT OF OLL.
(c) You agree and acknowledge that your use of the Web site shall be deemed to have occurred and taken place solely in England.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR SERVICE OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 5.02. Injunctive Relief.
You acknowledge and agree that any breach or threatened breach by you of any provision of this Agreement, including, but not limited to, Section 1.05 (Proprietary Rights) will immediately give rise to continuous injury to OLL irreparable by the payment of damages. Accordingly, OLL is entitled to seek immediate injunctive relief or specific performance in such circumstances in addition to and without affecting any other rights or legal remedies which may be available to it.
Section 5.03. Links to or from Other Web sites.
(a) Hyperlinks to web site other than those of OLL's Affiliates. You acknowledge that the Web site may contain links to other locations or web sites on the Internet. These hyperlinks lead to web sites published or operated by third parties who are not affiliated with or in any way related to OLL. They have been included in OLL Web site to enhance your user experience and are presented for information purposes only. However, by providing hyperlinks to an external web sites or webpages, OLL shall not be deemed to endorse, recommend, approve, guarantee or introduce any third parties or the services or products they provide on their web sites or webpages, or to have any form of cooperation with such third parties and web sites. OLL does not make no warranties nor representations regarding the legality of materials on such web sites. In particular, OLL does not endorse any Data or Content available on or through such web sites and does not make any warranties regarding the availability of such web sites. By using any hyperlink to such web sites, you acknowledge and agree that: (1) you must bear all risks pertaining to the availability of such web sites or resources; (2) OLL does not authorize infringement of any proprietary rights in materials on such web sites by hyperlinking to such material; (3) OLL is not in any way responsible for the Data or Content of any externally linked web sites or webpages; (4) OLL is not responsible for any damages or losses incurred or suffered by you arising out of or in connection with your use of the links; (5) OLL is not a party to any contractual arrangements entered into between you and the provider of the external web sites; and (6) Any links to such web sites that contain downloadable software are provided for your convenience only and OLL are not responsible for any difficulties you may encounter in downloading the software or for any consequences from your doing so. Use of any software downloaded from the Internet may be governed by a licence agreement with the relevant software provider and your failure observe the terms of such licence agreement may result in an infringement of intellectual property rights of the relevant software provider which OLL is not in any way responsible.
(b) Hyperlinks to web sites of OLL's Affiliates. You acknowledge that OLL may also include hyperlinks to other OLL's Affiliates' web sites for your convenience. The products and services offered on these web sites may be limited to persons located or residing in only that particular jurisdiction and the content on these linked web sites may not be intended for persons located or residing in jurisdictions that restrict the distribution of such content. The terms and conditions governing the use of the web site of each Affiliates may differ and you agree that you shall consult and carefully read the applicable terms and conditions before using such web sites.
(c) Links from external web site to the Web site. You may set up hypertext links from other web sites to the Web site, if you first obtain our written approval (which may be withdrawn without explanation or notice if OLL, in its sole discretion, decides that such set up is excessive or inappropriate) and you agree that:
(i) the Web site may only be accessed in accordance with this Agreement;
(ii) you shall ensure that the Web site must be accessed with its domain name displayed and nothing on the other web sites suggests or could be understood to imply that any part of the Web site is part of the other web sites.
(iii) Any link to OLL Web site shall always be an active and direct link to the Web site and shall be made directly to the home or front page of the Web site only and that no "framing" or "deep-linking" of OLL webpage or content is allowed;
(iv) you will not use or display OLL logos, trade names and trademarks as a hyperlink without OLL's approval;
(v) OLL is not responsible for the setup of any hyperlink from a third party web site to Web site. Any link so set up shall not constitute any form of co-operation with, or endorsement by, OLL of such third party web site; and
(vi) OLL is not liable for any loss or damage incurred of suffered by you or any third party arising out of or in connection with such link.
Section 5.04. Disclaimer of Agency and Fiduciary Role.
OLL and you are independent contractors. This Agreement is not intended to and does not create any agency, partnership, joint venture, employer-employee or franchiser-franchise relationship or any other fiduciary relationship under any jurisdiction either between OLL and each Service user. Except as otherwise expressly provided, OLL is not the agent, fiduciary, trustee, partner or other representative of anyone using the Service.
Section 5.05. No Financial or Professional Service.
(a) Content and Data disclosed under the corporate and securities laws of those jurisdictions applicable to OLL and its various subsidiaries is not intended to be in any way qualified, amended, modified or supplemented by the Content and Data otherwise available in, through or on Web site.
(b) Due to the technical and security risks inherent in the Internet, and because the Content and Data you access may differ from the original depending on your browser software, the Content and Data set out in the Web site should not be used for the purpose of making investment decisions with respect to Orient Overseas (International) Limited's securities.
(c) You understand and agree that the Service, including the Content and Data, does not constitute an offer to buy, sell, or trade in or a solicitation or recommendation of an offer to buy sell, or trade in any goods or services or any insurance, trade finance, security or any other financial instruments or commodities or participate in any trading system or undertake, or participate in, a particular trading strategy.
(d) Decisions to buy or sell any goods or services including financial instruments should be based on your own judgment and upon advice from your independent legal and financial advisors obtained outside. The Service is not intended to be a statement concerning investment, legal, tax, accounting, financial or other professional or expert advice and should not be relied upon as such.
(e) You represent and warrant that you are sophisticated in financial and commercial affairs generally and that you are independently, or in concert with your independent advisors, capable of evaluating the worth of each transaction you enter with OLL or otherwise, be it buys, or sells, or trade in, without reliance on the Service.
(f) You agree that OLL, does not provide any legal, tax, or accounting advice or advice regarding the suitability or profitability of any goods or services on or through the Service or by providing access to the Service.
(g) If you use the Content and Data provided on the Web site, you agree that you do so at your own risk. Your use of the Service is not intended and shall not be deemed to create any legal relationship of any kind between you and OLL, nor to amend any existing legal relationship.
(h) The Service may include forward-looking statements about the operations, objectives and expected financial results of OLL and its affiliates. Such statements are inherently subject to uncertainties arising from a variety of factors including, without limitation, legislative or regulatory changes, competition, technological developments and global economic and financial conditions. You acknowledge and understand that actual performance could differ substantially and you will not unduly rely on such forward-looking statements.
Section 5.06. Suspension and Termination.
The original term of this Agreement shall commence on the earlier of the date of the Agreement or the date access to the Service is provided and continue until terminated by either party in accordance with its terms. Following such termination you must immediately discontinue all use of the Service, and discard any temporary copies you may have stored pursuant to the terms of this Agreement. All licenses granted by you, the covenants, representations and warranties made by you, the limitations of liability set forth in this Agreement and all provisions in relation to confidentiality and the indemnity given pursuant to Article 4 shall survive indefinitely, regardless of any termination of this Agreement or any revocation or suspension of authorization to use and access the Web site.
Section 5.07. Assignment and Sub-Contracting.
OLL shall have the right to assign or subcontract any or all of its obligations under this Agreement at any time. You undertake that no claim or allegation shall be made against any person performing or undertaking such obligations (including without limitation to all servants, agents and Subcontractors of OLL) other than OLL, which imposes or attempts to impose upon any such person, any liability whatsoever howsoever arising whether or not arising out of negligence on the part of such person and, if any such claim or allegation should nevertheless be made, you will indemnify OLL against all consequences thereof. Without prejudice to your indemnity obligations herein, every Subcontractor of OLL shall have the benefit of every right, defence, limitation and liberty of whatsoever nature herein contained or otherwise available to OLL as if such provisions were expressly for its benefit, and in entering into this Agreement, OLL does so not only on its own behalf but also as agent and trustee for such persons. The term "Subcontractor" as used herein shall include both direct and indirect subcontractors hired by OLL to perform OLL's own obligations under the Agreement or the obligations of any person for whom OLL acts as agent including, without limitation, any person who provides hosting services in respect of the Web site, such services including without limitation, managing communication protocols and housing the Web site pages and any and all software in respect of the Web site. You acknowledge and agree that Data or Content transmitted by you to or through the Website may be viewed, cached, stored and/or used by such person performing or undertaking OLL's obligations under this Agreement (including without limitation all servants, agents and Subcontractors of OLL).
Section 5.08. OLL's Information.
Content and Data on this Web site may contain general information about OLL and any of its Affiliates from time to time. EXCEPT FOR THE Agreement, AND UNLESS EXPRESSLY STATED IN CERTAIN DISCLAIMERS AND NOTICES, THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OR INDUCEMENT TO ENTER INTO A LEGALLY BINDING CONTRACT BY OLL AND DOES NOT FORM PART OF THE TERMS AND CONDITIONS FOR PRODUCTS AND SERVICES RENDERED BY OLL.
Section 5.09. Copyright Infringement Policy.
OLL accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. Furthermore, OLL has implemented procedures to review and act on written notifications of alleged infringements that conform to the requirements set forth below ("Infringement Notice"). Upon receiving an Infringement Notice, OLL may, but is not obliged to, in OLL's sole discretion, limit, suspend, or terminate your right to use the Service if OLL determines, in its sole and absolute discretion, that you are involved in activity that infringes a copyright, patent, trademark or other proprietary right.
The Infringement Notice must be:
(a) directed to OLL's designated agent,
OOCL Logistics Limited
12/F, One Harbour Square,
181 Hoi Bun Road, Kwun Tong,
Kowloon HONG KONG
Attn: Copyright Agent
(b) and include the following information:
(i) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interests believed to be infringed;
(ii) a description of the copyrighted work or other materials believed to be infringed;
(iii) a description of the material believed to be infringing, and information that allows OLL to locate the material;
(iv) information that will reasonably allow OLL or its representatives to contact you, such as your name, address, telephone number, and e-mail address;
(v) a statement that you in good faith believe that the allegedly infringing use is not authorized by the copyright owner or other proprietary right owner, its agent or the law;
(vi) a sworn affidavit, made under penalty of perjury, that the above information in your Infringement Notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
Section 5.10. Child Online Protection Act Notification.
Parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protection is available at, among other locations, the Electronic Frontier Foundation web site: eff.org/Censorship/Censorware/ and the GetNetWise Web site: www.getnetwise.org.
Section 5.11. General Information.
(a) The failure or delay of OLL to exercise or enforce any right, remedy or power provided under this Agreement (or any other document referred to in it) or provided by law shall not constitute a waiver of such right, remedy or power or affect the same. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. The single or partial exercise of any right, remedy or power provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, remedy or power.
(b) If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, you and we agree that the court should endeavor to give effect to the parties' intentions as reflected in such provision, and the other provisions of the Agreement shall remain in full force and effect.
(c) Except as explicitly stated otherwise, any notices shall be given by e-mail to OLL or to the e-mail address you provide to OLL, or such other address, as OLL or you respectively shall specify. Notice shall be deemed to be given 24 hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified mail to the address provided to OLL. In such case, notice shall be deemed to be given 3 days after the date of mailing.
(d) Transmissions to and from the Web site or directed to OLL, including e-mails, can be intercepted by third parties and may not be immediately received by the appropriate business unit at OLL. Please do not use e-mail to send OLL communications that: (1) contain confidential information; (2) OLL requires to be in writing; or (3) need the immediate attention of the appropriate OLL business unit. Instead, please call at (852) 2833 3167 or write to:
OOCL Logistics Limited
12/F, One Harbour Square,
181 Hoi Bun Road, Kwun Tong,
Kowloon HONG KONG
Attn: OOCL Logistics Webmaster
(e) The section titles in the Agreement are for convenience only and have no legal or contractual effect.
(f) This Agreement contains the entire agreement of the parties with regard to the subject matter hereof and supersedes all prior agreements and understandings of the parties.
Section 5.12. Contracts (Rights of Third Parties) Act 1999.
The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 (the "Act"), by any person who is not a party to this Agreement save that the benefits conferred on the Related Parties pursuant to Section 3.04, Subcontractor pursuant to Section 5.07 and the Indemnified Parties pursuant to Article 4 respectively shall be enforceable by virtue of the Act. Further, no Related Party, Subcontractor, nor Indemnified Party may enforce or take any step to enforce any such provisions of Sections 3.04 or 5.07 or Article 4, respectively, without the prior written consent of OLL, which may, if given, be given on such terms and subject to such conditions as OLL may in its absolute discretion determine.
Section 5.13. Monitoring.
To ensure compliance with laws, regulations, requests by government agencies and self-regulatory organizations, this Agreement and any operating rules pertaining to the Service, OLL shall have the right, but not the obligation, to monitor all Content and Data, whether publicly Posted or privately transmitted to, from or through the Service. OLL may edit, refuse to Post, remove or otherwise act upon Content or Data, OLL, in its sole discretion, finds to be in violation of this Agreement or otherwise objectionable. Under no circumstances shall OLL be deemed to have any responsibility for any Content or Data solely by virtue of OLL providing the Service or exercising its monitoring rights.
