Chemical
Agricultural
Main Bulks
Construction
Energy
Industrial
Minor Bulks
Welcome to www.blkcommodities.com.
PLEASE READ CAREFULLY THE FOLLOWING TERMS AS THEY SET OUT THE RULES AND OBLIGATIONS THAT REGULATE THE RELATIONSHIP BETWEEN YOU AND BLK GLOBAL LTD.
BLK Global Ltd. and its affiliates (“blkcommodities.com”) provide web-based features and other products and services to you when you access and/or use the website www.blkcommodities.com (the “Site”).
The present document describes the terms and conditions applicable to your access and use of the Site (the "Terms"). This document is a legally binding agreement (“Agreement”) between you as the user of the Site (referred to as “you”, “your” or “User” or “Member”hereinafter) and BLK Global Ltd. of 272 Bath Street, Glasgow, G24 JR, United Kingdom (referred to as “we”, “us”, “our” or “BLK Global”,“blkcommodities.com” hereinafter).
If you do not agree to all or part of the following Terms, you may not use the Site.
If you continue browsing and using the Site, you are agreeing to comply with and be bound by the Terms.
1. Interpretation
1.1 In this Agreement the following definitions shall apply:
Affiliate: any subsidiary or parent or holding company of any company or any other subsidiary of such parent or holding company. For the purposes of this definition, “subsidiary” and “holding company” shall have the meanings assigned to them under the UK Companies Act 2006 (as amended).
Bribe: anything that would amount to an offence of bribery or corruption under any applicable corruption laws (including anything which would be an offence under the Bribery Act 2010 as amended if the person concerned were subject to the jurisdiction of the UK courts under such Act); and “Bribes”, “Bribed”, “Bribery” and other variants of “Bribe” shall be construed accordingly.
Business Day: a day when banks in the country of origin of Blkcommodities.com are open for business.
Buyer: any Site Member who purchases any product or service displayed by another Member on the Site.
Claims: any and all claims, demands, judgments, liabilities, damages, costs (including legal costs), losses, penalties, expenses and causes of action of whatever nature.
Conditions: these terms and conditions, as amended from time to time, shall apply to every proposal, and form part of the Contract to the User.
Consequential Loss
a) consequential or indirect loss under English law; and
b) loss and/or deferral of services, loss of product, loss of use, loss of opportunity, loss of revenue, profit or anticipated profit (if any) in each case whether direct or indirect, and whether or not foreseeable at the date of the Contract.
Contract: the contract between the Buyer and the Seller or between the Buyer and the Shipper for the supply of goods and/or services in addition to this Agreement and includes any Customer's purchase order form (“Purchase Order” or “PO”) and any Customer's written acceptance of a quotation by the Supplier.
Co-Venturer: any other entity with whom the User or us, as the case may be, is or may be from time to time a party to a joint operating agreement, production sharing agreement or similar agreement relating to the Agreement and operations in respect of which the Services are being provided.
Customer: the physical person or the company who purchases Services from us, a Seller or a Shipper.
Customer Group: the Customer, its Co-Venturers, its and their Affiliates, its sub-contractors and its and their respective directors, invitees, officers and employees but shall not include any member of the Supplier Group.
Data Protection Legislation: all applicable laws, rules, regulations, directives and governmental requirements relating in any way to the privacy, confidentiality, security, integrity or protection of personal data, including without limitation, the EU Data Protection Directive 95/46/EC and the EU ePrivacy Directive 2002/58/EC together with all national implementing legislation, the EU General Data Protection Regulation (GDPR) 2016/679 and all other applicable data protection laws, in each case as amended or superseded from time to time.
Dispute: any action, suit or proceeding between two or more Members arising out of or in connection with any disagreement, dispute, controversy or claim relating to the performance or non-performance of the Contract.
Embargoed Country: any country or geographic region subject to comprehensive economic sanctions or embargoes administered by OFAC or the European Union, including without limitation Cuba, Iran, North Korea, Syria, and the Crimea region.
Global Trade Laws: the U.S. Export Administration Regulations; the U.S. International Traffic in Arms Regulations; the economic sanctions rules and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) as well as any relevant Executive Orders; the economic sanctions rules and regulations administered by the United Kingdom’s European Union (“E.U.”) Council Regulations on export controls, including Nos. 428/2009, 267/2012; other E.U. Council sanctions regulations, as implemented in E.U. Member States; United Nations sanctions policies; all relevant regulations made under any of the foregoing; and other applicable economic sanctions or export and import control laws.
Intellectual PropertyRights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Online Transactions: Any and all transactions which are executed through Blkcommodities.com Site.
Offline Transactions: Any and all transactions which are executed offline, between Buyers, Sellers and/or Shippers for the provision of products and/or services whose order has been made through the Site.
Sanctioned Person: at any time:
a) any person or entity included on: OFAC’s Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, or the Foreign Sanctions Evaders List; the E.U.’s Consolidated List of Sanctions Targets; or any similar list;
b) any person resident in, or entity organised under the laws of, an Embargoed Country; or
c) any person or entity majority-owned or controlled or acting on behalf of any of the foregoing.
Seller: any Site Member who sells any product or service by listing it on the Site.
Services: the services supplied by Blkcommodities.com to the Users and the services supplied by Blkcommodities.com affiliates or Sub-contractors to the Users that allow them to use the Site, view its contents, display materials, goods, services and conclude transactions online and offline. The Services include but are not limited to the services listed in Schedule 1 of the BLK Service Agreement.
Shipper: any Site Member or third-party who undertakes to transport goods from Seller’s nominated location to Buyer’s nominated location.
Sub-Contractor: any party (other than the Blkcommodities.com) with whom the Blkcommodities.com has a contract for performance of any part of the Services, or with whom the Blkcommodities.com has a contract (other than as set out in the Agreement) for performance of services relating to the Blkcommodities.com, and, shall extend to include such party’s sub-contractors and vendors. Subcontractor also includes any party (other than the Supplier) with whom a Supplier or a Seller or a Shipper has a contract for the performance of his own services or the delivery of goods.
Supplier: any Member registered with a Seller account on Blkcommodities.com who undertakes to supply goods and services to Buyer Members through the Site or any Member or third-party who undertakes to transport goods from Seller’s nominated location.
Supplier Group: the Supplier, its Co-Venturers, its and their Affiliates, its Sub-Contractors and its and their respective directors, invitees, officers and employees but shall not include any member of the Customer Group.
Supplier Materials: all materials, equipment, assets, documents and other property of the Supplier.
Supplier Vessel: a vessel either owned, chartered or operated by the Supplier and used in connection with the Services under the Contract.
Premises: as set out in the Contract.
Transaction: any instance of buying or selling products or services through the Site, including but not limited to any kind of deal, business, agreement, undertaking, affair, arrangement, bargain, negotiation, treaty, contract, pact, compact, bond, settlement connected with the transfer of goods and services between Buyers, Sellers and/or Shippers facilitated through the Site.
For the sake of clarity, in this Agreement:
a) all singular words include plural ones and vice versa;
b) all references to paragraphs, schedules or appendices are to the ones in the Agreement or other relevant BLK agreements, rules and policies;
c) all references to a person include firms, companies, government entities,trusts and partnerships;
d) the term "including” does not exclude anything not listed;
e) all references to statutory provisions include any changes to those provisions;
f) the headings are not part of the Agreement.
2. Application and Acceptance of the Terms
2.1 The use of the Site, all its features and the Services is subject to the terms and conditions contained herewith, together with the provisions set forth in the Privacy Policy, Product Listing Policy, Intellectual Property Rights (IPR) Protection Policy and any other rules, documents and policies that Blkcommodities.com may publish from time to time. This document, the BLK Service Agreement and all other rules and policies are collectively referred to as the “Terms”. By accessing the Site or using the Services, you agree to accept and be bound by the Terms. Please do not use the Services or the Site if you do not accept all of the Terms.
2.2 You may not use the Services and may not accept the Terms if
a) you are not at least 18 years of age or otherwise prohibited to form a binding contract with Blkcommodities.com by your local jurisdiction, or
b) you are not permitted to receive any Services under the laws of England and Wales or other countries / jurisdictions including the country / jurisdiction where you are resident or where you make use the Services from.
2.3 You are hereby notified, acknowledge and agree that Blkcommodities.com may amend any Terms at any time by posting the amended Terms on the Site. Any newer or amended version of the Terms shall be valid immediately upon posting and by continuing to use the Services or the Site, you agree to be bound and abide to the amended Terms. The best efforts will be made to contact you to notify of any changes in the Terms, using contact details provided by you during the registration phase. It is your responsibility, however, to keep up to date with the latest version of the Terms, which will be in full force and supersede any other version previously published.
2.4 If Blkcommodities.com has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern the use of the Services and the Site.
2.5 From time to time, you may be required to enter into a separate agreement with Blkcommodities.com or our affiliates for any Service (“Additional Agreements”)If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence only in relation to the specific Service concerned.
2.6 These Terms may not otherwise be modified except in writing by a director of Blkcommodities.com.
3. Services
3.1 Blkcommodities.com may delegate some of the Services to its affiliates, whom you agree may invoice you for their part of the Services. You will be notified in writing prior to these services or products being performed, and you will be able to resign from them in case you do not wish to pay the associate fee which will be detailed on a case-by-case basis.
3.2 You must register as a member on the Site in order to access and use some Services. Blkcommodities.com reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users or subject to other conditions that Blkcommodities.com may impose in our discretion.
3.3 Services (or any features within the Services) may vary for different countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for all Users. Blkcommodities.com may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
3.4 Blkcommodities.com may change, modify, alter conditions to or suspend any Services (or any features within the Services) without prior notice. The best efforts will be made to notify you any time any change in services or services feature is to undergo a modification or is to be suspended; however, Blkcommodities.com shall not be liable for any Consequential Loss whatsoever arising out of or in connection with the performance or non-performance of the Services, in contract, tort (including negligence), breach of statutory duty or otherwise at law.
4. Users Duties
4.1 As a condition of your access to and use of the Site and/or Services, you agree that you will comply with all applicable laws and regulations when using the Site and/or Services.
4.2 You agree to use the Site or Services solely for your internal purposes. You agree that:
a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video, sound, directories, files, databases, listings, etc. available on or through the Site (the “Site Content”), and
b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that is in conflict of interests with Blkcommodities.com
Any retrieval of Content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory, through whichever means, or use of any content or material on the Site for any purpose not expressly permitted in these Terms without prior written consent from Blkcommodities.com is prohibited and shall constitute a material breach of the terms of this Agreement.
4.3 You hereby confirm that you have read and understood Blkcommodities.com’s Privacy Policy which governs the protection and use of personal information about Users gathered through the Site. You accept the terms of the Privacy Policy and agree to the use of the personal information about you in accordance with the Privacy Policy. If you have any doubts, concerns, wish to obtain additional information or to recede from the use of the Site and to have your personal information erased, submit a request to the attention of the Legal Department, BLK Global Ltd, 42 Laighpark View, Paisley, PA3 2PE, United Kingdom email: legal@blk-global.com
4.4 Blkcommodities.com may allow Users to access to content, products or services offered by third parties through hyperlinks that may take one or multiple forms (by the way of an example: word link, banners, etc.), API or otherwise to such third parties' websites. You are hereby notified that the use of such third-party websites is governed by different terms and conditions and you are cautioned to read such websites' terms and/or privacy policies before using those websites. You acknowledge that Blkcommodities.com has no control over such third parties' websites, does not monitor such websites, and shall not be responsible or liable to anyone for any loss or damages arising out of or in connection with the use of such websites, or any content, products or services made available on such websites.
4.5 You agree not to undermine the integrity of the computer systems or networks of Blkcommodities.com and/or any other User, by whichever means; nor to gain unauthorised access to such computer systems or networks, either by undertaking direct actions or through the use of third parties.
4.6 You agree not to undertake any action which may undermine the integrity of Blkcommodities.com’s feedback system (by the way of an example: by leaving positive feedback for yourself using another Member or through third parties, or by leaving unsubstantiated negative feedback for another Member).
4.7 By posting or displaying any information, content, material, datasheets, images or text (“User Content”) on the Site or by providing any User Content to Blkcommodities.com or any of our affiliates, you irrevocably assign Blkcommodities.com perpetual, worldwide, royalty-free, and sub-licensable license to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose.
4.8 You confirm and warrant to Blkcommodities.com that you have all the rights, power and authority necessary to grant the license specified in clause 4.7.
5. Member Accounts
5.1 Users must register on the Site in order to gain access or use some of the Services. Except with Blkcommodities.com’s approval, one User may only register one account on the Site. Blkcommodities.com may cancel or terminate a User’s account if in Blkcommodities.com there are reasonable grounds to suspect that the User has registered or controls more than one account. Blkcommodities.com may reject User’s application for registration in our sole discretion.
5.2 Upon registration on the Site, Blkcommodities.com shall assign an account and issue a member ID and password (the latter shall be chosen by the User during the registration phase) to each registered User.
5.3 A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account. You agree to notify Blkcommodities.com as soon you become aware of any unauthorised use of your password or account, or any other breach of security related to your account.
5.4 Member agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or terms, subscribing to or making any payment for any services, sending emails using the email account, etc.) will be deemed to have been authorised by the Member.
5.5 Member acknowledges and agrees that sharing of your account with other persons,or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to Blkcommodities.com or other Users of the Site. Member shall indemnify Blkcommodities.com, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, Blkcommodities.com shall not be liable for any loss or damages arising out of or in connection to such breach and we shall have the right to suspend or terminate Member’s account without liability to Member.
6. Member’s Responsibilities
6.1 Each Member represents, warrants and agrees that:
a) you have full power and authority to accept the Terms, to grant the license and authorisation and to perform the obligations hereunder;
b) you use the Site and Services for business purposes only; and
c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
6.2 Member will be required to provide information or material about entity, business or products/services as part of the registration process on the Site or your use of any Service or the member account. Each Member represents, warrants and agrees that
a) such information and material is true, accurate and complete, and
b) Member will maintain and promptly modify all information to keep it true, accurate, current and complete.
6.3 Upon becoming a Member, you consent to the inclusion of your personal information in our encrypted database and authorise Blkcommodities.com and our affiliates to use your information in accordance with the Privacy Policy. Blkcommodities.com undertakes to take all the necessary measures to safeguard protect and handle your personal data, in accordance with the E.U. GDPR (Directive 95/46/EC).
6.4 Each Member represents, warrants and agrees that:
a) you shall be solely responsible for obtaining all necessary third-party licenses and permissions regarding any User Content that you submit, post or display;
b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”);
c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in your account page and such sale, trade, distribution or export or offer does not violate any Third Party Rights and;
d) you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organisation or jurisdiction.
6.5 Member represents, warrants and agrees that the User Content that you submit, post or display shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading or deceptive;
c) not contain information that is defamatory, denigratory, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) not violate the Product Listing Policy, other Terms or any applicable Additional Agreements;
f) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
g) not contain any link directly or indirectly to any other websites which includes any content that may violate the Terms;
h) not contain contact, business or any other information (including without limitation phone numbers, postal addresses, email addresses, names of agents, representatives, employees, directors or affiliates of theMember’s organisaiton) aimed at providing an alternative point of contact to you outside the Site.
6.6 Member represents, warrants and agrees that you shall/are:
a) carry on your activities on the Site in compliance with any applicable laws and regulations;
b) conduct your business transactions with other users of the Site in good faith;
c) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
d) not use the Services or Site to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
e) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
f) not engage in spamming or phishing;
g) not engage in any unlawful activity (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc) or encourage any unlawful activities;
h) not involve attempts to copy, reproduce, exploit or expropriate Blkcommodities.com’s proprietary directories, databases and listings;
i) not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
j) not involve any scheme to undermine the integrity of the data, systems or networks used by Blkcommodities.com and/or any user of the Site or gain unauthorised access to such data, systems or networks;
k) not, and your director, officer, controlling party, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organised or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
l) not engage in any activities that would otherwise create any liability for Blkcommodities.com or our affiliates.
6.7 Member may not use the Services and Member account to engage in activities which are identical, similar or in conflict of interest to those of Blkcommodities.com, including without limitation i) developing, hosting and operating, a site and/or online marketplace primarily aimed at the trade of raw materials, commodities and industrial supplies ii) provide services that are similar to the Services. The provisions of this Clause 6.7 are valid throughout the duration of this Agreement and from a period of five (5) years following its termination, in accordance with the provisions set out in Clause 17.8.
6.8 In case Member makes use of a business agent and/or referee, Member represents, warrants and agrees that you have obtained all necessary consents, approvals and waivers from the relevant stakeholders to:
a) act as your business agent and/or referee;
b) post and publish their contact details and information, reference letters and comments on their behalf and;
c) that third parties may contact such business agents/referees to support claims or statements made about you. You further warrant and agree that all reference letters and comments are true and accurate and third parties may contact the business agents/referees without the need to obtain your consent.
6.9 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Blkcommodities.com’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, Blkcommodities.com shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising out of or in connection with such delay, suspension or termination.
6.10 Member acknowledges and agrees that Blkcommodities.com shall not be required to actively monitor nor exercise any editorial control over the content of any message or material or information created, obtained or accessible through the Services and/or the Site. Blkcommodities.com does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and the content of their comments or other material or information.
6.11Member acknowledges and agrees that the Services may only be used by businesses, individuals and their representatives for business use.
6.12 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.
7. Breaches
7.1 Blkcommodities.com reserves the right, in our sole discretion, to remove, modify or reject any User Content that you submit to, post or display on the Site if we have reasonable grounds to believe that such content violates the Terms, could expose Blkcommodities.com or our affiliates to liability, or is otherwise found inappropriate in our opinion.
7.2 If any Member breaches any of the Terms, or if Blkcommodities.com has reasonable grounds to believe that a Member is in breach of any Terms, Blkcommodities.com shall have the right to take any actions as we deem appropriate, including without limitation:
a) suspending or terminating the Member’s account and any accounts determined to be related to such account by Blkcommodities.com;
b) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service;
c) removing any product listings or other User Content that the Member has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the Member may post or display;
d) imposing other restrictions on the Member’s use of any features or functions of any Service as Blkcommodities.com may consider appropriate our sole discretion and;
e) any other corrective actions, discipline or penalties as Blkcommodities.com may deem necessary or appropriate in our sole discretion.
7.3 Without limitation to the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
d) upon complaint or claim from any third-party, Blkcommodities.com has reasonable grounds to believe that such Member has wilfully or materially failed to perform the Contract with such third party including without limitation where the Member has failed to deliver any goods/services ordered by such third party after receipt of the purchase price, or where the items Member has delivered materially fail to meet the specifications outlined in the Contract with such third-party or Buyer;
e) Blkcommodities.com has reasonable grounds to suspect that such Member has used a stolen card or other false or misleading information in any transaction with a counter party;
f) Blkcommodities.com has reasonable grounds to believe that any information provided by the Member is not current or complete or is untrue, inaccurate, or misleading, or;
g) Blkcommodities.com believes that the Member’s actions may cause liability to Blkcommodities.com, our affiliates or any other Users.
7.4 Member agrees that Blkcommodities.com shall fully cooperate with governmental authorities and law enforcing agencies for the purposes of the investigation of any suspected criminal or civil wrongdoing. Blkcommodities.com may, in accordance with the Privacy Policy and within the terms set forth by the EU GDPR 2016/679,disclose the Member's personal information, if so requested by a government or law enforcement agency, or as a result of a subpoena or other legal action. Blkcommodities.com shall not be liable to for any damages or Consequential Loss whatsoever arising out of or in connection with the disclosure of personal information for the purposes described in this Clause 7.4. Further, Member agrees not to bring any action or claim against Blkcommodities.com for such disclosure. This clause shall survive the termination of this Agreement and will remain in force indefinitely.
7.5 If a Member is in breach of the Terms, Blkcommodities.com reserves the right, in accordance with the Privacy Policy and within the terms set forth by the EU GDPR 2016/679,to disclose the records of such breach. If such breach involves or if we have reasonable grounds to believe involves dishonest or fraudulent activities, Blkcommodities.com may disclose the records of such breach to our affiliates, who may take any action they deem necessary in accordance with their own terms and conditions.
7.6 Blkcommodities.com may, at any time and in our sole discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the Site without being liable to the Member if Blkcommodities.com has received notice that the Member is in breach of any agreement or undertaking with any affiliate of Blkcommodities.com and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. Blkcommodities.com shall have the right to act in accordance with the provisions set forth in clause 7.5. In these events, we shall not be required to investigate such breach or request confirmation for such breach from the Member.
7.7 Each Member agrees to indemnify Blkcommodities.com, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Site or Services, or from your breach of the Terms.
7.8 Member agrees that Blkcommodities.com is not responsible and shall have no liability to you or anyone else for any User Content or other material transmitted over the Site, including but not limited to fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the liability for damages arising out of, or in connection with such material rests entirely with each Member. Blkcommodities.com reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Blkcommodities.com in asserting any defences.
8. Transactions Between Buyers and Sellers
8.1 Through the Site, Blkcommodities.com provides a web-based platform for the exchange of information between buyers and sellers for the provision of the supply of products and services. Blkcommodities.com additionally provides web-based transaction platforms for Members to place, accept, conclude, manage and fulfil orders for the provision of products and services, subject to the terms of the BLK Service Agreement. Member acknowledges and agrees that Blkcommodities.com does not represent neither the Seller nor the Buyer nor the Shipper in any Transaction. Member further acknowledges and agrees that Blkcommodities.com does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products/services offered for sale on the Site or the ability of the Sellers to complete a sale or the ability of Buyers to complete a purchase or the ability of Shipper to fulfil the Contract. Blkcommodities.com shall not be liable for any Consequential Loss whatsoever arising out of or in connection with the performance or non-performance of the Contract that Buyers, Sellers and Shippers enter upon executing any Transaction trough the Site, in contract, tort (including negligence), breach of statutory duty or otherwise at law.
8.2 Users are hereby notified that there may be risks of dealing with people acting under false pretences. Blkcommodities.com makes use of several techniques to verify the accuracy of the information provided by Members. However, as verification on the Internet is complicated, Blkcommodities.com cannot and does not confirm each User's declared identity. We hereby recommend you make your best efforts to evaluate the legitimacy and good faith of anyone you intend to carry out business with, prior to concluding any Transactions.
8.3 You acknowledge and agree that you are fully assuming the risks of conducting any purchase and/or sale Transaction in connection with using the Site or Services, and that you are fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of Transactions using the Site. Such risks shall include, without limitation, misrepresentation of products and services, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate Third Party Rights, and the risk that User may incur costs of defence or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defence or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users of the Site as a result of purchase and/or sale Transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks". User agrees that Blkcommodities.com shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks. Blkcommodities.com (including our subsidiaries, affiliates, directors, agents and employees) shall not be liable to you or any other party in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses arising, directly or indirectly from the use of the Site, its products and services and Transactions executed thereon. In the event that, in any jurisdiction, the provisions of this clause are found to be invalid, and Blkcommodities.com is found to be liable, our liability to you or to any third party is limited to the minimum of a) any amounts due under Blkcommodities.com payment assurance up to the price the item sold on Blkcommodities.com, b) the amount of fees in dispute not to exceed the total fees which you paid to us in the 12 months prior to the action giving rise to the liability, or c) USD 100.
8.4 Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
8.5 User agrees to provide all information and materials as may be reasonably required by Blkcommodities.com in connection with all User’s Transactions conducted on, through or as a result of use of the Site or Services. Blkcommodities.com has the right to suspend or terminate any User’s account, should you fail to provide the required information and materials within the timeframes indicated on a case by case basis.
8.6 In the event that any User has a dispute with any party to a Transaction, such User agrees to release and indemnify Blkcommodities.com (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such Transaction. This clause shall survive the termination of this Agreement and remain in full force indefinitely.
9. Limitation of Liability
9.1 To the maximum extent permitted by law, the services provided by Blkcommodities.com on or through the Site are provided “as is”, “as available” and “with all faults”. Blkcommodities.com hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of quality, condition, durability, accuracy, performance, reliability, merchantability or fitness for a particular purpose.
9.2 To the maximum extent permitted by law, Blkcommodities.com makes no representation or warranties on the validity, accuracy, correctness, quality, reliability, stability, completeness or correctness of any information provided on or through the Site; Blkcommodities.com does not represent or warrant that the manufacture, importation, exportation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the site does not violate any third-party rights; and Blkcommodities.com makes no representations or warranties of any kind concerning any product or service offered or displayed on the Site.
9.3 Any material downloaded or otherwise obtained through the Site is done at your sole risk and you are solely responsible for any damage to Blkcommodities.com’s computer systems or loss of data that may result from your download of any material. No advice or information, whether oral or written, obtained by any User from Blkcommodities.com or through or from the Site shall create any warranty not expressly stated herein.
9.4 Blkcommodities.com may make available to User services or products provided by independent third-parties. No warranty or representation is made with regard to such services or products. In no event shall Blkcommodities.com and our affiliates be held liable for any loss or damage arising out of or in connection with such services or products, in contract, tort (including negligence), breach of statutory duty or otherwise at law.
9.5 User hereby agrees to indemnify and save Blkcommodities.com, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from the User's use of the Site or Services (including but not limited to the display of User's information on the Site) or from your breach of any of the terms and conditions of the Agreement. Each User hereby agrees to indemnify, save Blkcommodities.com, our affiliates, directors, officers and employees harmless and keep us indemnified from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) which may arise from User's breach of any representations and warranties made by User to Blkcommodities.com, including but not limited to those set forth in Section 6.
9.6 User agrees to indemnify, save Blkcommodities.com, our affiliates, directors, officers, employees and agents harmless, and keep us indemnified from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third-parties relating to products offered or displayed on the Site. Each User hereby agrees that Blkcommodities.com is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Blkcommodities.com reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Blkcommodities.com in asserting any available defences.
9.7 Blkcommodities.com shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
a) the use or the inability to use the Site or Services;
b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third-party through the Site;
c) violation of Third Party Rights or claims or demands that User's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defence or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
d) unauthorised access by third-parties to data or private information of any User;
e) statements or conduct of any User of the Site; or;
f) any matters relating to Services however arising, including negligence.
9.8 Notwithstanding any of the foregoing provisions, the aggregate liability of Blkcommodities.com, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Site or Services during any calendar year shall be limited to the minimum of a) any amounts due under Blkcommodities.com payment assurance up to the price the item sold on Blkcommodities.com; b) the amount of fees in dispute not to exceed the total fees which you paid to us in the twelve (12) months prior to the action giving rise to the liability; c) USD 100; in respect of any and all Claims arising out of or in connection with the Site, of whatsoever nature and howsoever arising.
9.9 All claims arising out of or in connection with the use of the Site or Services must be filed within seven (7) calendar days from the date of the action from which the claim arose (“Limitation Period”). The Limitation Period shall begin on the day of the action from which the claim arose and shall expire on the seventh (7th) calendar day afterwards. Claims are to be made in writing and submitted by post to the attention of the BLK Global Ltd. Legal Department, 42 Laighpark View, PA3 2PE, Paisley, Renfrewshire, United Kingdom. Claims cannot be brought after the expiry of the Limitation Period. The provisions of the UK Limitation Act 1980 are hereby expressly excluded.
9.10 The limitations and exclusions of liability to you under the Agreement shall apply to the maximum extent permitted by law and shall apply whether or not Blkcommodities.com has been advised of or should have been aware of the possibility of any such losses arising.
9.11 Nothing in this Agreement shall limit or exclude our or your liability for death or personal injury resulting from negligence; limit or exclude your liability for fraud or fraudulent misrepresentation; limit any of our or your liabilities in any way that is not permitted under applicable law; or exclude any of our or your liabilities that may not be excluded under applicable law.
9.12 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
9.13 Section 9 and all clauses contained therein shall survive termination of the Agreement and remain in full force indefinitely.
10. Force Majeure
10.1 Under no circumstances shall Blkcommodities.com be held liable for any delay or failure or disruption of the contents or Services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, embargo, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
11. Intellectual Property Rights
11.1 Blkcommodities.com is the sole owner or lawful licensee of all the rights and interests in the Site and the Site Content. The Site and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and Site Content shall remain with Blkcommodities.com, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by Blkcommodities.com are hereby reserved.
11.2"BLKCOMMODITIES", "BLKCOMMODITIES.COM",”BLKCOMMODITIES.CO.UK”, and related icons and logos are registered trademarks or trademarks or service marks of BLK Global and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorised copying, modification, use or publication of these marks is strictly prohibited.
11.3 Blkcommodities.com may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without having obtained their written consent.
12. Notices
12.1 All legal notices or demands to or upon Blkcommodities.com shall be made in writing in the English or Italian language and sent to Blkcommodities.com personally, by courier, certified mail to the following entity and address: BLK Global Ltd. Legal Dept., 42 Laighpark View, Paisley, Renfrewshire, PA3 2PE, United Kingdom (email: legal@blkglobal.com). The notices shall be effective when they are received by Blkcommodities.com in any of the above-mentioned manner.
12.2 All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Blkcommodities.com, or by posting such notice or demand on an area of the Site that is publicly accessible free of charge. Notice to a User shall be deemed to be received by such User if and when:
a) Blkcommodities.com is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User or;
b) Immediately upon posting such notice on an area of the Site that is publicly accessible free of charge.
c) if sent via email, within one (1) hour of sending such notice;
d) if sent via courier, upon signed reception of recipient;
e) if sent by ordinary mail, three (3) working days from the date of dispatch.
12.3 You agree that all agreements, notices, demands, disclosures and other communications that Blkcommodities.com sends to you electronically satisfy the legal requirement that such communication is in writing.
13. Anti-Bribery/Corruption
13.1 User represents and warrants that the User has not Bribed at any time in connection with obtaining the Contract and shall not Bribe in connection with the Contract or its performance.
13.2 User shall, if so requested by the Blkcommodities.com in writing, promptly provide any information which the we may reasonably require in order to monitor its compliance with this Clause. In particular and without limitation, a director or other duly authorised representative of the User with direct responsibility for the Contract shall certify in writing to the Supplier on an annual basis its full compliance with this Clause during the preceding year.
13.3 User shall, where lawful, notify Blkcommodities.com immediately in writing upon becoming aware of, or suspecting:
a) failure to comply with any provisions of this Clause; and
b) any extortive solicitation, demand or other request for anything of value, by or on behalf of any person relating to the Contract or its subject matter.
13.4 Any failure by the User to comply with any provision of this Clause shall constitute a material breach of the Agreement.
13.5 In the event of a breach or suspected breach of this Clause, such determination to be at the sole discretion of the Blkcommodities.com, we shall be entitled to suspend the provision of the Services under the Agreement and/or terminate the Agreement with immediate effect and without liabilities whatsoever arising out of or in connection with the Agreement.
14. Trade Compliance
14.1 User warrants compliance with:
a) Global Trade Laws in all respects related directly or indirectly to the performance any contract that you may enter from time to time with any other member, and;
b) undertakes that they will not, through any act or omission place any other Member in violation of Global Trade Laws; and
c) all other rules and regulations including those of the territories where goods and/or Services are to be delivered.
14.2 Without prejudice to any other clause of the Terms, User shall indemnify and hold harmless Blkcommodities.com and any of Blkcommodities.com’s affiliates against all Claims and in respect of all loss suffered by them as a result of or relating to violations of this Clause including any penalties or costs associated with government investigations or enforcement actions under Global Trade Laws. For the avoidance of doubt, Clause 14 shall not apply in respect of a party’s rights of indemnity under this Clause.
14.3 User represents and warrants that you, your affiliates, and your directors, officers, key employees or agents are not Sanctioned Persons.
14.4 Any breach and/or potential breach of this Clause, or a change to Global Trade Laws which makes continued performance under the Contract impermissible, entitles Blkcommodities.com at its absolute discretion to immediately terminate this Agreement and any other subscription or additional Service User may be enjoying, fully or in part. In that event this Agreement is terminated due to a change in applicable Global Trade Laws, both parties agree that: (i) such termination shall not constitute a breach of the Terms by the party terminating and the other party waives any and all claims against the terminating party for any loss, cost or expense, including consequential damages that the other party may incur by virtue of such termination; and (ii) both parties agree to take reasonable steps to cooperate in winding down this Agreement.
15. Confidentiality
15.1 A party (the “Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, reports or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (the “Disclosing Party”), its employees, agents or sub-contractors, and any other confidential information concerning the Disclosing Party's business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and sub-contractors who need to know it for the purpose of discharging the Receiving Party's obligations under the Purchase Order or relevant Contract, and shall ensure that such employees, agents and Sub-contractors comply with the obligations set out in this Clause as though they were a party to the Purchase Order or Contract. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This Clause 15.1 shall survive termination of the Purchase Order, Contract and of the Agreement.
15.2 Confidential Information means any and all information, whether written, oral or in other form howsoever and whensoever obtained relating in any way to this Agreement, or to the business of affairs of Blkcommodities.com and its Members, including any information created, assembled or produced howsoever by the User in connection with this Agreement. Confidential Information also means any and all communications, data, information and/or material provided by or obtained through Blkcommodities.com and/or the Site.
15.3 User agrees to use the Confidential Information provided by or through Blkcommodities.com only for the purposes of this Agreement. Nothing herein shall be construed as granting or conferring upon the User, expressly impliedly or otherwise, any licenses or other rights under any of the Disclosing Party’s patents, trademarks, trade secrets, property, Confidential Information or other forms of intellectual property rights.
15.4 It is expressly agreed that the identities of any individual or entity and any third parties (including without limitation suppliers, customers, financial sources, manufacturers and consultants) disclosed by the User and any related business opportunity shall constitute Confidential Information and the Reciving Party shall not at any time (without prior written consent of Blkcommodities.com):
a) directly or indirectly, outside the site, approach, engage, correspond, initiate, solicit, negotiate, contract or enter into any business transaction, agreements or undertakings with any such third party, identified or introduced by or through Blkcommnodities.com and/or the Site; or
b) seek to by-pass, compete with, avoid or circumvent Blkcommodities.com from any business opportunity by utilising any Confidential Information or otherwise by exploiting or deriving any benefit from the Confidential Information in relation to this Agreement.
Breach of this Clause 15.4 shall entitle BLK Global the right to damages and claim in respect of the benefit obtained by you including without limitation loss of revenue and business opportunity.
16. Termination
16.1 This Agreement shall remain in full force and effect while you use the Services and for a period of twelve (12) months from the date of your last access to the Site (“The Term”).
16.2 You may terminate your use of the Services at any time by deleting your account or simply ceasing to use the Services. In such event, you shall not be entitled to any refund of any fees that you may have paid prior to you ceasing to use the Services.
16.3 Blkcommodities.com may terminate this Agreement, suspend your access to the Services or part of the Services and/or terminate your membership for any reason and without prior notice, which may result in the destruction of all information and records associated to your membership. Blkcommodities.com may also terminate or suspend any and all Services immediately, without prior notice and without any liability whatsoever to you if you are believed, in our reasonable opinion, to be in breach of any of the terms of this Agreement.
16.4 Upon termination, all of your outstanding unpaid invoices and/or fees and interests shall become payable immediately and, in respect of all Services supplied but for which no invoice has been submitted to you, BLK Global shall submit an invoice which shall be payable by you immediately. Please refer to BLK Service Agreement for details.
16.5 The accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including but not limited to BLK Global’s right to claim damages in respect of any breach of the Agreement.
17. Use of Logo and Publicity
17.1 You shall grant Blkcommodities.com the use of your logo on its marketing material and bid documentation.
18. General Provisions
18.1 Subject to any Additional Agreements, the Agreement constitute the entire agreement between you and Blkcommodities.com with respect to your use of the Site and Services. It supersedes any previous agreement, understanding, discussion or exchange between the parties (or their representatives) relating to the use of the Site and the Services which now forms the subject matter of the Agreement.
a) You agree and represent that you are not entering into the Agreement as a result of, or in reliance on, any warranty, representation, statement, agreement or undertaking of any kind whatsoever (whether in writing or oral and whether made negligently or innocently) made by any person other than as expressly set out in the Agreement as a warranty and identified as such in the Agreement as a warranty.
b) For the avoidance of doubt, it is intended and agreed that any liability which might otherwise have arisen in tort for negligent misrepresentation or for negligent or innocent misrepresentation whether at common law or under statue is hereby excluded and any remedy that might otherwise have so arisen is rejected.
c) Nothing in this Clause 17.1 shall limit or exclude any liability for fraud.
18.2 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, employee-employer relationship or franchiser-franchisee relationship between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
18.3
a) If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, or in breach of the relevant sanctions, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 17.3 shall not affect the validity and enforceability of the rest of the Agreement.
b) If any provision or part-provision of the Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
18.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
18.5 A waiver of any right under the Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by Blkcommodities.com in exercising any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.6 Blkcommodities.com shall have the right to assign the Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms) to any person or entity (including any affiliates of Blkcommodities.com).
a) You shall not, without the prior written consent of Blkcommodities.com, assign or transfer any or all of your rights or obligations under the Agreement to any person or entity.
b) You shall not, without the prior written consent of Blkcommodities.com, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under any Contract that you may enter, from time to time, by conducting transactions with other users on the Site.
18.7 Throughout the duration of this Contract and for a period of twelve (12) months thereafter, you shall not solicit or endeavour to solicit Blkcommodities.com or any of their employees, unless express permission has been given.
18.8 Throughout the duration of this Agreement and for a period of five (5) years from its termination, you shall not, either personally or by an agent, whether on your own or in association with another person/organisation, engage in business with or be in any way interested in any person, firm, company or organisation that conducts any business of BLK Global by providing the Services for the provision of the sale and purchase of commodities, industrial supplies and any other product/service (“Restricted Business”), worldwide (the “Restricted Area”).
18.9 Except as set out in these Conditions, no variation of the Terms, including the introduction of any additional terms and conditions, shall be effective unless it is posted by Blkcommodities.com on the Site, where it is publicly accessible free of charge.
18.10 These Terms shall be governed by and construed in accordance with the laws of England.
a) Subject to this Clause, the parties irrevocably agree that the courts of England are to have exclusive jurisdiction for the purpose of hearing and determining any suit, action or proceedings and/or to settle any disputes arising out of or in any way relating to this Agreement or its formation or validity ("Proceedings") and for the purpose of enforcement of any judgment against its property or assets.
b) Nothing in this clause shall (or shall be construed so as to) limit the right of Blkcommodities.com to take Proceedings against you in the courts of any country in which you have assets or in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.