Platform terms and conditions

1. The Agreement; Platform Terms. These Platform Terms and any Policies (together the "Agreement") each as may be modified from time to time as described in Section 18.2 apply when you visit our Platform, register for an Account, or use the Services. In this Agreement “you”, “your”, and “their” refer to the user of the Services (whether you are an individual, company, or an Account Administrator) and “we”, “us”, “our”, or “EdenMountain” refer to the provider of the Services. Further information regarding us is set out in Section 2 below.
2. Why you should read the Agreement. These Platform Terms tell you who we are, how we will make available and provide the Services to you, how you and we may change or end this Agreement, the rules about linking to our Platform, what to do if there is a problem, and other important information.
3. Nature, provision and language of the Agreement. This Agreement forms a legally binding agreement between you and us. By using the Platform, you confirm that you have read this Agreement, agree to all terms, conditions, and notices contained or referenced in this Agreement, and you provide your express consent to the same. Further:
   1. a copy of the Agreement as amended from time to time is available to you on the Platform.
   2. throughout the duration of the Agreement, you may request to be provided with the Agreement, and a link to the Agreement will be sent to your email address free of charge.
   3. the Agreement will be provided to you in English.

1. We, EdenMountain Holdings Limited, a company with its registered office at PO Box 10061, George Town Financial Center, 90 Fort Street, Suite 306, Grand Cayman, KY1-1001 and company number 404117 own and operate the Platform and facilitate your use of the Platform, directly or through our Affiliates, albeit that at all times your relationship while using the Platform is with us.
2. We provide a Platform through which Transactions can take place; however, we do not participate in any Transactions ourselves. We are not an agent acting or contracting on behalf of any Buyer and/or Seller, and we do not own, possess, or have control of or over any ENOR (as defined below) listed or sold on the Platform.
3. You can contact us by writing to us by email at support@edenmountain.com, or through the Platform by submitting a form via a button marked ‘Contact Us’ in the footer of each webpage on the Platform.
4. If we have to contact you, we will do so by email or other methods, as we deem necessary from time to time.

The following terms shall have the meaning ascribed to them wherever they appear in this Agreement unless the context requires otherwise:

"Account" means the electronic account you open with us to create a profile on the Platform and to use the Services.

"Account Administrator" means the individual person who completes the required verification substantiating having the required authorities to set up and manage the Account.

"Affiliate" means a third person owned or controlled by us or any entity controlled by, in control of, or under common control with us.

"Agreed Price" means either the Listed Price or a lower price the Seller agrees to receive in exchange for the sale of the ENOR to a Buyer pursuant to the ‘make an offer’ mechanism set forth in Section 6.

"Applicable Law" means all applicable national, local, municipal legislation, regulations, statutes, by-laws, consents, and/or other law orders, court rulings, and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to or connected with the activities contemplated under this Agreement (including in the ADGM).

"Business Day" means a day other than a public holiday on which banks are normally open for business in the UAE.

"Buyer" means a user of the Platform as an actual or prospective buyer of an ENOR.

"Communications" has the meaning ascribed to it under Section 18.

"Contributions" has the meaning ascribed to it in Section 10.

"Credentials" means your passwords and access keys you use to access your Account.

"Disputes" means any disagreements, litigation, arrangements, and/or other such disputes between you and third parties (other than with EdenMountain) arising from or in connection with the use of the Platform or your involvement with an ENOR.

"ENOR" or "Enterprise Non-Operating Rights" means transferrable licensed NORs to Enterprise IP in a specific Territory as identified on the Platform.

"ENOR Holder" means a user of the Platform who is either: (a) an Originator who created an ENOR and is listing it on the Platform for sale; or (b) a Seller (excluding an Originator) who is the current owner of the ENOR.

"Enterprise IP" means all the trademarks (including logos, distinct words, symbols, figures, stamps, drawings, inscriptions, packaging, figurative elements, or a sign or a set of signs including 3D marks, hologram marks), copyrights (including oral and written works, computer programmes and applications, databases, theatrical works, musical works, audio and/or visual works, architectural works, works of photography, illustrations, and other works derived therefrom), patents, inventions, technical expertise, goodwill, and other industrial proprietary rights, protected rights, trade secrets, assets, confidential process, methods, and information (including confidential information), and/or any other relevant element of an Originator’s business, brand, product, service, and/or company whether registered or unregistered (including all applications for registration) as reflected on the Originator’s profile on the Platform from time to time provided however that any intellectual property rights introduced by any changes shall accumulate in addition to any intellectual property rights whether or not they are still reflected or associated with the Originator’s profile description.

"EdenMountain IP" means the Platform and any reports, software (including without limitation developer tools, sample source code, and code libraries), data, materials, content, and printed and electronic documentation (including any integration guides) and underlying data (including threat data, usage data, and other aggregated or anonymized data) in or generated by the Platform; any related documentation, specifications, and know-how; and any updates, code fixes, modifications, design elements, branding, and proprietary technology or processes used in or related to the Platform or derivative works of any of the foregoing provided by us or our Affiliates to you to access or use or otherwise download, including this Agreement. EdenMountain IP does not include any software, data, or other materials specifically made available by us or our Affiliates under separate license terms or that were created by a third party, including without limitation software provided under an open-source license.

"Fees" means unless otherwise agreed or displayed to you through the Platform interface, the amount equal to 10% (ten percent) of the Agreed Price charged by us for the processing of the Transactions and the provision of the Services.

"Intellectual Property Rights" means all patent rights, copyrights, semiconductor topography rights, rights in software, moral rights, trade mark and/or service marks, logos, rights in or relating to databases, rights in or relating to confidential information or trade secrets, rights in relation to domain names and any other proprietary rights (registered or unregistered) throughout the world, including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.

"Listed Price" means the price at which a Seller lists an ENOR for sale to a Buyer on the Platform.

"Non-Operating Rights" or "NORs" means all Enterprise IP and such other rights that do not include any of the rights of distribution, production, adaptation, modification, public display, exploitation and such other rights pertaining to operating an Originator’s business (including but not limited to in relation to stores, retailers, e-commerce platforms and all other sales channels).

"Offer Period" has the meaning ascribed to in Section 6.

"Originator" means a user of the Platform who is either: (a) the owner; (b) the sole licensee (having the right to develop, make, have made, import, use, offer to sell, sell and otherwise commercialise); or (c) authorised to act on behalf of the owner; of the Enterprise IP and who creates an ENOR for listing and sale to a Buyer on the Platform.

"Platform" means EdenMountain’s innovative web-based marketplace through which we enable your participation in the Transactions, currently available at: www.edenmountain.com and as updated from time to time.

"Policies" means all of our policies, notices, procedures, specifications, frequently asked questions (“FAQs”), guides, and guidelines that are provided or made available to you, appear on the Platform or are referenced in this Agreement including but not limited to our Privacy Policy.

"Seller" means a user of the Platform who is an ENOR Holder and whose ENOR is offered on the Platform for sale to a Buyer.

"Services" means our services offered through the Platform on an ‘as is’ basis, including enabling Buyers and Sellers of ENORs to transact over the Platform.

"Taxes" has the meaning ascribed to it under Section 8.

"Territory" means one or more country, state, province or region specified by an Originator upon creation of an ENOR in respect of which the ENOR is granted and within which the ENOR can be used.

"Transaction" means the concurrent purchase by a Buyer and the sale by a Seller of an ENOR on the Platform.

"Transfer Agreement" means a definitive agreement agreed between a Buyer and a Seller in respect of a sale and purchase of an ENOR, which will, in addition to the Agreement, govern any Transaction.

"UAE" means United Arab Emirates.

"Verifications" means all processes and procedures we may use from time to time, either directly or through third parties, to verify your identity (including, when applicable, the identity of the company you represent) and any other relevant aspects concerning you, your Account, the ENOR or your Transaction. These measures allow us to provide our Services to you in accordance with Applicable Laws.

References to 'sections' shall correspond to the numbered sections within the Platform Terms.

1. You may browse and access certain parts of the Platform or otherwise engage with us free of charge and without creating an Account.
2. In order to participate in Transactions on our Platform (as a Buyer and/or Seller) you must open an Account which requires you to fulfill all of our requirements, questions and clarifications that we may request from time to time (including to provide any information that we may require or that may be required by Applicable Law).
3. You will promptly provide all documents and other evidence that we reasonably ask for at any stage of using the Services, including information necessary to complete or update our Verifications. You must provide current, complete, and accurate information and maintain it as complete and accurate during your use of the Services.
4. You authorise us to make, directly or through any third party, any inquiries we consider necessary to validate information that you provide to us. While we will take steps to verify the identity of our users, we cannot and do not guarantee any user identity.
5. If at any time you do not meet our eligibility requirements or cooperate in updating our Verifications successfully you may not be able to register and open or access an Account with us or your use of the Services will be limited. You acknowledge and agree that the continued availability of the Services provided by us is at our sole discretion. We may suspend or cancel any of the Services we provide, temporarily or permanently, at any time.
6. We treat all activities in respect of an Account to be yours. You must only use the Account to participate in Transactions on your own account or the company you represent (as applicable) and not on behalf of any other person or entity.
7. Your Credentials will be used to access your Account on our Platform and for communications with you. You are responsible for maintaining the secrecy and security of your Credentials. You should not disclose your Credentials to any third party. If any of your Credentials is compromised, you must notify us immediately by using the methods specified in Section 2 above so that we can suspend use of your Account with our Services in order to avoid unauthorized Transactions. You must also notify us through the methods described in Section 2 above if you wish to request us to unblock your Account.
8. As a part of your registration process to participate in Transactions, if you act as a Buyer:
   1. We will at a minimum require you to provide:
      1. information required for the verification of your identity, including your full name, display name, contact details (such as email address), and, if you are acting on behalf of a company, the company’s name, registered number, registered address, jurisdiction of incorporation, and evidence of your authority to act on its behalf;
   2. In addition to the requirements set forth above in Section 4.8.1., we reserve the right to request any information necessary to successfully complete the relevant Verifications, including but not limited to verifying the following:
      1. your identity;
      2. the nature of your activities;
      3. your source of funds;
      4. your financial performance;
      5. your unique selling points and performance in the relevant territory or territories;
      6. your commercial traction; and
      7. any other information about you and your business or company (including whether you have a criminal background, are a politically exposed person or are currently registered and/or operating in a country upon which any applicable government and/or regulatory authority has imposed sanctions).
9. As a part of your registration process to participate in Transactions, if you act as a Seller (i.e., to list and sell an ENOR on the Platform):
   1. We will at a minimum require you to provide:
      1. information required for the verification of your identity, including your full name, display name, contact details (such as email address), and, if you are acting on behalf of a company, the company’s name, registered number, registered address, jurisdiction of incorporation, and evidence of your authority to act on its behalf;
      2. If you are an Originator, information required to create an ENOR, such as your brand name, industry, type of business, brand purpose and mission, your unique selling points, competitive advantage, and other relevant details of your Enterprise IP, including any measures you have taken to protect your Enterprise IP (e.g., registration of trademark); and
      3. Information required to complete the sale of an ENOR, including bank account details and any payment term requirements (it is your responsibility as a Seller to inform us of any changes to your payment information. We reserve the right to request any documentation to ensure that the details for receiving any payments are accurate and that of the Seller); and
   2. In addition to the requirements set forth above in Sections 4.8.2. (as applicable) and 4.9.1., we reserve the right to request any information necessary to successfully complete the relevant Verifications, including but not limited to verifying the following:
      1. your future expansion plans;
      2. your total addressable market;
      3. details on your workforce; and
      4. any international demand for your brand (including the Enterprise IP).
10. All fields marked as ‘mandatory’ on any forms issued to you on the Platform, to complete as part of your registration process must be populated before you will be permitted to access the Platform to participate in any Transactions (including for a Buyer to purchase or submit an offer to purchase an ENOR, and for a Seller, to list, make available for Buyers to view and sell an ENOR).
11. Following receipt from you of any completed registration forms as a part of your registration and onboarding, we may contact you to discuss your submissions, or to obtain any additional information or clarifications (including for a Seller, before, during or after a listing of an ENOR).
12. For the avoidance of doubt, you may not participate in any Transactions on the Platform without receipt of a confirmation from us (whether by email or the Platform itself) affirming the completion of our Verifications, your registration, and your authorisation to act as a Buyer and/or Seller on the Platform.
13. By applying to open an Account on the Platform and registering to participate in Transactions you represent and warrant that:
    1. you are at least 18 years old;
    2. you are not a person barred from using the Platform (and participating in Transactions) under Applicable Law;
    3. you have not previously had a registration application for an Account declined or an Account involuntarily terminated;
    4. if you are a Buyer, you have not registered another Account as a buyer on the Platform, and if you are a Seller, you have not registered another Account as a seller on the Platform; and
    5. you are using the Platform as a Buyer and/or Seller for commercial purposes only.

1. You hereby acknowledge that:
   1. by being an ENOR Holder, you may represent yourself as the holder of the respective ENOR:
      1. on the Platform and in the Territory;
      2. through any medium other than the Platform (for example, through hosting an offline event to encourage third parties to sign up to the Platform) in the Territory; and
      3. advertise for sale and re-sale the ENOR on the Platform without seeking the prior written approval of the Originator;
   2. in any event, an ENOR does not include:
      1. a transfer of ownership of all or any part of the Enterprise IP to a Buyer;
      2. the right to develop, launch and/or operate a business or company (whether by franchise or otherwise) using the Enterprise IP or the right to offer similar brands, products and/or services as the Originator in the Territory; and
      3. the right to use the Enterprise IP for any commercial and/or revenue-generating purposes in the Territory.
2. You acknowledge that upon the conversion of the ENOR to operational rights and/or revenue-generating rights and/or the rights to commercialisation of the Enterprise IP, we shall remove the ENOR from the Platform.
3. You, as a Seller, may only list your ENORs on the Platform following receipt of a confirmation from us of your successful onboarding and authorisation as a Seller. In addition to the information, you provide to us under Section 4.9., we reserve the right to ask you to provide any additional information we may require to allow you to list your ENOR on the Platform.
4. It is your responsibility:
   1. as an Originator to make clear in the ENOR listing on the Platform, the Listed Price of the ENOR and the Territory in respect of which the ENOR is created and listed. You may also, at your discretion include a repurchase option and your preferences in respect of future operating opportunities;
   2. as a Seller (other than an Originator) to make clear the Listed Price at which you intend to sell the ENOR, and further to ensure that the ENOR listing is accurate and conforms to the Originator’s specification of the ENOR as per the listing displayed on the Platform and the content of the relevant ENOR Holder Certificate;
   3. as a Buyer, to carry out your own diligence checks on a Seller, the Seller’s business and the ENOR listed and to verify the legitimacy, authenticity, and legality of ENORs that you purchase;
   4. to agree to all terms, conditions, and notices of the Transfer Agreement in respect of the sale and purchase of the relevant ENOR, including instances in which you as a Seller list your ENOR, and you as a Buyer you make an offer to purchase an ENOR.
5. For the avoidance of doubt, you acknowledge that an ENOR is not a security, nor intended to operate as a security. We do not guarantee compliance with securities laws and are not responsible for any legal obligations that might arise in connection with transacting or holding of an ENOR.
6. You as a Seller may only use the Platform to make genuine listings and we shall be entitled to delete all ENOR listings and requested ENOR listings which we suspect are not genuine.
7. We may immediately terminate your Account if you submit an ungenuine ENOR listing.
8. You may not use the Platform to conduct market surveys or price checks, or any other activity not permitted under or in accordance with this Agreement.

1. Subject to the provisions of this Agreement and the Transfer Agreement, you may participate in a Transaction as a Buyer, in one of two ways:
   1. Add to cart. This option on the Platform allows you to purchase an ENOR at the Listed Price set by a Seller.
      1. When you click ‘Add to cart’, the ENOR is added to your cart on the Platform, at the Listed Price. While you can keep the ENOR in your cart and checkout later, it will remain listed on the Platform and may be purchased by another buyer.
      2. When you click ‘Checkout’, you will be redirected to make the payment of the Listed Price for the ENOR.
      3. You may make the payment by following the steps displayed to you on the Platform interface (which may include our third-party payment services provider), via the payment methods we make available. Upon successfully making the payment of the Listed Price to the Seller, you will acquire the relevant ENOR, in accordance with the terms of this Section 6.
      4. You will only complete the purchase of the ENOR when you checkout and complete payment of the Listed Price.
   2. Make an offer. This option on the Platform allows you to submit an offer lower than the Listed Price for ENOR(s), as set by a Seller.
      1. When you click ‘Make an offer’ and wish to make an offer for one ENOR, you will be able to:
         1. specify the amount you are offering to pay the Seller to purchase the ENOR;
         2. specify the period of time (no less than 3 days and no more than 30 days) that the Seller has to consider and either accept or reject the offer (“Offer Period”);
         3. declare your intent in respect of future operating opportunities;
         4. elect to make your profile visible to the Seller.
      2. When you click ‘Make an offer’ and wish to make an offer for multiple ENORs from a single Seller, you will be able to relay a bulk offer to the Seller (including the specific ENORs, the offer price, etc.).
      3. Once the offer is submitted, you may, at any time during the Offer Period (but prior to receipt of a decision by the Seller via the Platform interface), adjust the offer price you are willing to pay for the ENOR(s) or withdraw your offer. Any adjustments to the offer price will not change the Offer Period.
      4. If the Seller:
         1. accepts the original or adjusted offer from you within the Offer Period, we will notify you of the decision via the Platform interface, and/or email. You will then have a period of 3 days following the notification to pay the Agreed Price by following the steps displayed to you on the Platform interface (which may include our third-party payment services provider), via the payment methods we make available. If:
            1. you successfully make payment of the Agreed Price; you will acquire the ENOR(s) in accordance with the terms of this Section 6;
            2. you attempt to make a payment but there is an error, or the payment otherwise fails to process, we will notify you as soon as reasonably practicable of the failure, so you are able to retry making payment of the Agreed Price; or
            3. you fail to make payment of the Agreed Price within this time period, you will not acquire the ENOR(s) and the ENOR(s) will remain listed as ‘for sale’ on the Platform; or.
         2. rejects the offer from you (or otherwise fails to accept the offer within the Offer Period), we will notify you of the decision via the Platform interface, and/or email. You will not acquire the ENOR(s) and the ENOR(s) will remain listed as ‘for sale’ on the Platform; or
         3. changes the Listed Price, we will notify you of the change via the Platform interface, and/or email. Such a change will not impact the offer you have made.
      5. If for any reason you fail to acquire the ENOR(s) pursuant to this Section 6.1.2., you will need to submit a new offer for consideration and acceptance by the Seller if you still wish to acquire the ENOR(s).
2. You agree that payment of the Agreed Price for the ENOR must be made to the Seller before you take ownership of the ENOR. It is your responsibility to have ready and available funds to pay for the ENOR at the time of completing the purchase.
   You as a Seller
3. Subject to the provisions of this Agreement and the Transfer Agreement, you participate in a Transaction as a Seller in one of two ways:
   1. Add to cart. This option on the Platform allows you to list an ENOR at the Listed Price and a Buyer to add the ENOR to their cart at the Listed Price. When a Buyer ‘checks out’ and makes the payment of the Listed Price via the payment methods we make available on the Platform, the Buyer will complete the purchase and you will complete the sale of the relevant ENOR, in accordance with the terms of this Section 6.
   2. Make an offer. This option on the Platform allows you to receive offers from Buyers at a price lower than the Listed Price.
      1. Following receipt of a notification through the Platform and/or email that a Buyer has submitted or updated an offer, you can, within the Offer Period specified by the Buyer as part of that offer, decide to accept or reject the offer.
      2. You may, in your sole discretion, at any time prior to accepting the offer, change the Listed Price. You may not withdraw an ENOR listing if you have received an offer for the ENOR.
      3. If you:
         1. accept the offer from the Buyer within the Offer Period provided, the Buyer will acquire the ENOR in accordance with the terms of this Section 6; or
         2. reject the offer from the Buyer (or otherwise fail to accept the offer within the Offer Period provided), the Buyer will not acquire the ENOR and the ENOR will remain listed as ‘for sale’ on the Platform.
   
   General
4. We may refuse to execute any Transactions if we have reasonable grounds to suspect fraud, a breach of the Agreement by you, or a violation of Applicable Law. Transactions may also be delayed due to our or our third-party payment services provider’s compliance with obligations under applicable anti-money laundering legislation or any other legal obligations, including if we or the relevant third-party payment services provider suspect the Transaction involves fraud or such other risk. In the event that we refuse to execute a Transaction, you will be notified and we may provide you with objectively justifiable reasons for the refusal, unless our Policies or the Applicable Laws do not allow us to do so.
5. Any information we provide about the purchase offer, acceptance of the purchase offer, or payment of the Agreed Price for the ENOR by way of notification in accordance with this Section is supplied by the other party participating in the Transaction or our third-party payment services provider and we give no guarantee of its truth or accuracy.
6. You agree that completion of the Buyer’s payment of the Agreed Price and Seller’s receipt of the Agreed Price (less the Fees, pursuant to Section 6.8) shall deem the respective Transaction complete.
7. As soon as reasonably practicable following the completion of the Transaction, pursuant to Section 6.6;
   1. a copy of the completed Transfer Agreement and updated ENOR Holder Certificate (reflecting the completion of the Transaction) will be displayed to you on the Platform interface; and
   2. the status of the ENOR will be updated from ‘for sale’ to ‘sold’ on the Platform.
8. If you are the Seller, you acknowledge and authorize us (and, as applicable, our third-party payment services provider) to;
   1. deduct the applicable Fees from the Agreed Price of the relevant ENOR; and
   2. release the Agreed Price less the applicable Fees to the bank account you nominate and update from time to time pursuant to Section 4.9.1. (c).
   
   Repurchase option
9. Notwithstanding the terms of this Section 6, if you are an Originator, you have an option (but not an obligation) to set a repurchase condition for your ENOR at a predetermined price within a specified time period. You will have the option to specify;
   1. a percentage at which the repurchase price will increase yearly (Annual Adjustment); and
   2. the time period such a repurchase option will be valid for (Validity Period). The Validity Period will be a period of years (one or more) from the date your ENOR is first sold to a Buyer.
10. If and when you want to exercise your repurchase option, you;
    3. will be responsible for paying our Fees for such Transaction;
    4. must do so within the Validity Period;
    5. may, at a later date, at your discretion, re-list your ENOR with a new repurchase option; and
    6. agree that the repurchase price of your ENOR will increase annually throughout the Validity Period and will be calculated using the formula expressed as;

       A = P × (1 + x)ⁿ

       
       where:
       • A represents the repurchase price after n years;
       • P denotes the Agreed Price, i.e., the price at which you, as the Originator, last sold your ENOR;
       • x signifies the Annual Adjustment, expressed as a decimal (e.g., 5% as 0.05);
       • n indicates the number of years elapsed from the date you, as the Originator, last sold your ENOR to the date of your exercise of your repurchase option;

1. You acknowledge that ENORs are unique to the Platform and in using the Platform, confirm that it is your genuine intention to participate in Transactions. To ensure the integrity, accuracy, and security of all Transactions, we recommend that all Transactions be conducted through our Platform.
2. We do not recognise, support or enforce any transactions, agreements, or dealings concerning any ENOR that are not concluded on our Platform, as we cannot track such transactions or provide you with the assurances that our Platform offers.
3. Such practices outside our Platform constitute a breach of this Agreement and in the event a Buyer and/or Seller reaches out with a request or a suggestion to engage in a transaction outside our Platform, you must report this to us as soon as possible via email at support@edenmountain.com.

1. In the event your utilisation of our Services, either directly with us or our Affiliates or through third parties’ applications, requires the payment of any Fees, you agree to pay all applicable Fees in relation thereto.
2. All Fees are within our discretion and we reserve the right to change our Fees at any time. All Fees collected or paid pursuant to this Agreement are denominated in USD, are final and non-refundable.
3. You are responsible for determining any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, and other statutory, governmental, state, local governmental or municipal impositions, duties, contributions, deductions, withholdings, and levies assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for or performance or use of the Services, your use of the Platform, the buying or selling of any products or services, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours and whether of the UAE or elsewhere whenever imposed (“Taxes”). You also are responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We and our Affiliates are not obliged to determine whether Taxes apply to you and are not responsible for calculating, collecting, reporting, or remitting any Taxes to any tax authority arising from your use of the Services. It is advisable you seek professional advice in respect of any Taxes that may apply when participating in Transactions on the Platform.

1. This Agreement commences on the date you provide your express consent to the terms of this Agreement and will continue unless and until terminated in accordance with the provisions in this Agreement.
2. Except as otherwise stated in this Agreement, you may terminate this Agreement by contacting us and requesting to close the Account by providing a written notice of sixty days. Upon such a request, all Services will be terminated in accordance with the terms of this Agreement.
3. Except as otherwise stated in this Agreement, we may terminate the Services and this Agreement, for any reason at any time by providing you with prior written notice of thirty days.
4. Without limiting the foregoing, if during the term of this Agreement:
   1. you violate the terms of this Agreement;
   2. you provide or have provided false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct;
   3. any Dispute involving the Account or a Transaction arises (including any complaints with respect to your failure to comply with the Transfer Agreement);
   4. you become insolvent, or you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business or your financial position deteriorates to such an extent that we believe your ability to fulfil your obligations under this Agreement is at risk;
   5. we reasonably consider that, your access to the Platform could expose us to disrepute, contempt, scandal or ridicule;
   6. we reasonably determine or receive information or notice from the competent government body that you are not meeting your relevant legal or tax obligations;
   7. we have security concerns regarding the Account, including the Credentials, or our systems; or
   8. we suspect unauthorized or fraudulent use of the Account;
   we may:
   1. immediately, temporarily or permanently withdraw your access to the Platform by blocking your Account or suspending the Services;
   2. issue a warning to you;
   3. commence legal proceedings, as appropriate, against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from any such breach; and/or
   4. disclose such information to competent governmental bodies as we reasonably deem necessary or as required by Applicable Law.
5. If your Account has been suspended temporarily pursuant to Section 9.4. above, we will either reactivate the Account or Credentials, or replace them as needed, once the reasons for the suspension have been resolved.
6. Subject to Section 9.7 if your Account is closed, all your Contributions on the Platform will be removed and your profile will be marked as such.
7. Upon the termination of this Agreement for any reason:
   1. if you are an ENOR Holder:
      1. as an Originator, we will cease giving you access to your Account, to the extent applicable, remove all listings for your ENOR(s) including those associated with any purchase offers, and to the extent your sold ENOR(s) are circulating on the Platform mark your public-facing profile as having departed the Platform or otherwise close your Account. You will retain ownership of your unsold or repurchased ENOR(s);
      2. not as an Originator, we will cease giving you access to your Account, to the extent applicable, remove all listings for your ENOR(s) including those associated with any purchase offers, and to the extent the ENOR(s) you have sold to a Buyer are owned by the same Buyer at termination, mark your public-facing profile as having departed the Platform or otherwise close your Account. You will retain ownership of your unsold ENOR(s);
      3. we will continue to comply with these terms insofar as they relate to purchase offers received through the Platform before removal of your ENOR listing(s), including by disbursing sums due to you following completion of a Transaction; and
      4. will stop giving you access to any data (including personal data) or information generated by your use of the Platform.
   2. if you are a Buyer:
      1. we will close your Account and cease giving you access to the Platform and the ENOR listings;
      2. may, where such offers remain unaccepted by a Seller on the date this Agreement comes to an end, withdraw such unaccepted offers which were submitted by you through the Platform prior to the date of termination of this Agreement;
      3. will continue to comply with this Agreement insofar as they relate to accepted purchases and purchase offers received through the Platform prior to such termination; and
      4. will stop giving you access to data (including personal data) or information generated by your use of the Platform.
8. We will not be liable to you for compensation, reimbursement, or damages of any kind, direct or indirect, including damages on account of the loss of prospective profits, anticipated sales, goodwill, or on account of expenditures, investments, or commitments in connection with your use of the Services, or in connection with any termination or suspension of the Services.

1. Whenever you make use of a feature that allows you to submit information to us via our Platform (for example, through use of a forms to register interest in, or ask us any questions in respect of, our future product or Service offerings), link to our Platform or interact with our Platform in any other way, you must comply with the obligations and restrictions set out in this Section. You must comply with any instructions that we give you regarding your use of the Platform.
2. Acceptable uses.
   1. You may not use our Platform:
      1. in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect including but not limited to any price manipulation;
      2. directly or indirectly, for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any Applicable Law;
      3. for the purpose of harming or attempting to harm us, the Platform or another user in any way;
      4. to bully, insult, intimidate or humiliate any person;
      5. to submit, use or re-use any material which does not comply with our content standards (as set out in this Section);
      6. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
      7. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
   2. You also agree:
      1. not to reproduce, duplicate, copy or resell any part of our Platform in contravention of the provisions of the Agreement;
      2. not to access without authority, interfere with, damage or disrupt:
         1. any part of our Platform;
         2. any equipment or network on which our Platform is stored;
         3. any software used in the provision of our Platform; or
         4. any equipment or network or software owned or used by any third party.
3. No text or data mining, or web scraping.
   1. You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to any personal data accessed through the Platform. This includes using (or permitting, authorising or attempting the use of):
      1. any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of any personal data accessed through the Platform; and
      2. any automated analytical technique aimed at analysing personalized information and personal data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
4. Content Standards. These content standards apply to any and all material which you contribute or submit to our Platform (“Contribution”). The standards apply to each part of any Contribution as well as to its whole. We will determine, in our sole discretion, whether a Contribution breaches the content standards.
   1. A Contribution must:
      1. be accurate (where it states facts); and
      2. comply with all Applicable Laws in the country from which it is posted and to which the website is targeted.
   2. A Contribution must not:
      1. be defamatory of any person;
      2. be obscene, offensive, hateful or inflammatory;
      3. bully, insult, intimidate or humiliate;
      4. infringe any Intellectual Property Rights of any other person;
      5. be likely to deceive any person;
      6. breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
      7. contain illegal or discriminatory content or promote any illegal or discriminatory content or activity;
      8. be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
      9. be likely to harass, upset, embarrass, alarm or annoy any other person;
      10. impersonate any person or misrepresent your identity or affiliation with any person;
      11. give the impression that the Contribution emanates from us, if this is not the case;
      12. advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse; or
      13. contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
5. You warrant that any such Contributions comply with the standards set forth in this Section 10 and any other requirements under the Applicable Laws, and you are liable to us and shall indemnify us for any breach of such standards.
6. Any content you submit to our Platform will be considered non-confidential and non-proprietary. You retain the ownership of all Intellectual Property Rights in your Contributions, but you grant us the right to reproduce, display, modify, manage, distribute and store your Intellectual Property Rights as a part of, or for promotion of, the Platform. We are under no obligation to compensate you for any use of your Intellectual Property Rights under this Agreement or any other use on the Platform.
7. You are solely responsible for securing and backing up your Contributions.
8. In addition to the other provisions of this Section 10, we reserve the right to impose additional acceptable use terms in relation to the operation of the Account and the provision of any Services.

1. The Platform is accessible via the World Wide Web. To use our Services, you must have access to the internet and a web browsing software. We recommend you use the latest versions of web browsers for optimal experience.

1. We use your personal data in the manner set out in our Privacy Policy. By using the Services and accessing the Platform, you consent to the collection and use of your personal data in the manner set out in the Privacy Policy. If we decide to change our Privacy Policy, we will post those changes on the Privacy Policy page so that you are always aware of what information we collect, how we use it and under what circumstances we disclose it. Please make sure you check the Privacy Policy frequently for changes.
2. We will protect your personal data and maintain its confidentiality including where it is held by an agent or third party on behalf of us and ensure that we have in place and maintain adequate policies, procedures and controls. We will disclose your personal data pursuant to the Privacy Policy.

1. You undertake that you will not at any time disclose to any person any confidential information about the Platform or our business, affairs or users (including the EdenMountain IP, as applicable).
2. As a Seller:
   1. You acknowledge and agree that your profile and ENOR listing(s), and all information contained therein, will be viewable and accessible by all users with an Account on the Platform; and
   2. In the event you receive access to a Buyer’s profile, and all information contained therein, either; (i) following completion of a Transaction; or (ii) if the Buyer agrees to make their profile visible to you following submission by that Buyer of an offer in accordance with Section 6, you agree to treat that Buyer’s information as confidential.
3. As a Buyer:
   1. You acknowledge and agree that your profile and all information contained therein will not be viewable and accessible by any user of the Platform, unless permitted by you pursuant to the terms of this Agreement; and
   2. Any ENOR listing(s) and Seller profiles and all information contained therein, is to be treated as confidential.
4. For the avoidance of doubt, the existence and purpose of the Platform shall not be considered confidential information for the purposes of Section 13.1.
5. Following successful Transactions, we may request feedback from you or invite you to complete surveys and/or provide testimonials regarding your experience with our Platform and the Services provided. Any feedback or testimonials you provide may be used by us for promotional purposes or to improve our Services.

1. You represent and warrant to us that:
   1. the information you provide us is true, complete and accurate and you will promptly notify us and update your Account if there are any changes to your information (including any changes to your contact details and Contributions) to keep it accurate and complete at all times;
   2. your business or company, or as applicable, if you are acting on behalf of a company, is duly organised, validly existing and in good standing under the laws of the territory in which the business is registered;
   3. you have all the requisite right, power, and authority to enter into and perform your obligations under this Agreement and grant the rights, licenses and authorisations you grant hereunder;
   4. you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority;
   5. you will comply with all Applicable Laws in the performance of your obligations or exercise of your rights under this Agreement;
   6. you will not use the Platform, directly or indirectly, for any fraudulent undertaking;
   7. you have not taken any action to declare bankruptcy or insolvency, and that no legal action has been taken against you to be declared bankrupt or insolvent.
2. In addition to the general warranties under Section 14.1., if you are a Buyer, you represent and warrant to us that:
   1. you will provide us with all relevant, accurate and up to date information as we require under Section 4;
   2. you are acting in good faith and have no intention of harming competitors engaged in the business of selling or marketing a product or service which is similar to any product or service sold or marketed, or about to be sold or marketed, by the Seller, nor any intention to engage in anti-competitive behaviours;
   3. excluding any details you are asked to provide as part of your profile, or as otherwise required under Applicable Law, you will not include any information in your profile which would encourage or allow Sellers to contact you other than through the Platform, such as email addresses, social media contact details, website addresses or other links or contact details. We reserve the right to remove such information in the event that this is included in your profile; and
   4. you will not contact any Sellers through any medium other than the Platform (such as via email, social media or other websites) in connection with the purchase of the ENOR(s).
3. In addition to the general warranties under Section 14.1., if you are an Originator, you represent and warrant to us that:
   1. you will provide us with and include in your ENOR, all relevant, accurate and up to date information as we require under Section 4;
   2. you will only list ENOR(s) which:
      1. are accurate;
      2. comply with Applicable Law (including the applicable laws of the Territory);
      3. are not currently prohibited under Applicable Law from being sold using an e-commerce platform;
      4. are not offered, provided, or which exist on any other platform or in any other capacity;
      5. do not infringe any third party Intellectual Property Rights;
      6. you are fully and legally authorised to sell (whether as the owner, sole licensee or an authorisation from the owner); and
      7. you are prepared to sell to the respective Buyer on the basis of a Transfer Agreement;
   3. you will not offer, promote or make available the ENOR on any other platform or marketplace during the term of this Agreement, other than as permitted under this Agreement;
   4. you shall not develop, launch, export/import, and/or operate a business or company in the Territory using your Enterprise IP, nor, if applicable, permit a third party that is not the Buyer of your ENOR to do so, without repurchasing your ENOR;
   5. the operational rights and/or revenue-generating rights and/or the rights to commercialisation of the Enterprise IP resulting from the conversion of the ENOR are available for offer;
   6. you will only feature high quality material and descriptions of the ENOR(s) (including the Enterprise IP) on the Platform;
   7. excluding any website addresses or social media account details you are asked to provide as part of the onboarding and ENOR listing process (which can be displayed in your profile and ENOR listing) or as otherwise required under Applicable Law, you will not include any information in the ENOR listing and/or profile which would encourage or allow potential Buyers to contact you other than through the Platform, such as email addresses or other links or contact details. We reserve the right to remove such information, in the event this is included in your ENOR listing and/or profile;
   8. you will not contact any Buyers (to the extent their identity is made known to you) through any medium other than the Platform (such as via email, social media or other websites) in connection with the sale of the ENOR; and
   9. you will not use any search engine optimisation techniques which breach search-engines' guidelines or involve deception to generate additional traffic to your ENOR listing and/or profile, including but not limited to keyword stuffing.
4. In addition to the general warranties under Section 14.1., if you are a Seller (other than as an Originator), you represent and warrant to us that:
   1. you will provide us with and include in your ENOR listings, all relevant, accurate and up to date information as we require under Section 4;
   2. you will only list ENOR(s) which:
      1. you are fully and legally authorised to sell (as the ENOR Holder);
      2. you are prepared to sell to the respective Buyer on the basis of a Transfer Agreement;
      3. are accurate and conform to the Originator’s specification of the ENOR as per the listing displayed on the Platform and the content of the relevant ENOR Holder Certificate; and
      4. do not infringe any third party Intellectual Property Rights;
   3. you will only feature high quality material and descriptions of the ENOR (including the Enterprise IP forming part of such ENOR) on the Platform;
   4. excluding any website addresses or social media account details you are asked to provide as part of the onboarding and ENOR listing process (which can be displayed in your profile and ENOR listing) or as otherwise required under Applicable Law, you will not include any information in the ENOR listing and/or profile which would encourage or allow potential Buyers to contact you other than through the Platform, such as email addresses or other links or contact details. We reserve the right to remove such information, in the event this is included in your ENOR listing and/or profile;
   5. you will not contact any Buyers (to the extent their identity is made known to you) through any medium other than the Platform (such as via email, social media or other websites) in connection with the sale of the ENOR; and
   6. you will not use any search engine optimisation techniques which breach search engines' guidelines or involve deception to generate additional traffic to your ENOR listing and/or profile, including but not limited to keyword stuffing.
5. The Platform is provided “as is” and on an “as available” basis. In particular, we and our Affiliates (and their licensors) do not represent or warrant to you that:
   1. the use of the Platform will meet your requirements;
   2. the use of the Platform will be uninterrupted, timely, secure or free from error; and
   3. any information obtained by you as a result of the use of the Platform will be accurate or reliable.
6. We do not make any representation or warranty of any kind, either express or implied in relation to the Platform or any content, products and Services provided through the Platform including, without limitation, any warranties in relation to fitness for a particular purpose or infringement of the rights of third parties or compatibility with any or all systems or in relation to the quality, completeness, accuracy or reliability of the Platform and all content, products (including the ENORs) and Services provided through it. For the avoidance of doubt, we have no control over and do not guarantee the existence, quality or legality of any ENOR(s) advertised for sale on the Platform; the truth or accuracy of any Contributions, listings, provided information or feedback; the ability of a Buyer to pay for the ENOR(s); or that a Buyer or Seller will actually complete a Transaction.

1. Nothing in the Agreement will exclude or limit our liability for losses which may not be lawfully excluded or limited by Applicable Law.
2. Subject to the preceding Section above, we and our Affiliates (and its licensors), will not be liable to you, whether in contract, tort or otherwise, for any:
   1. loss of profit, sales, revenue or business;
   2. loss of anticipated savings;
   3. loss of goodwill or reputation;
   4. loss of agreements, contracts or other business opportunities;
   5. business interruptions;
   6. loss of data;
   7. any misrepresentation by another user of the Platform in connection with a Transaction, and as applicable a ENOR Holder Certificate and/or any ENOR listing; or
   8. any indirect or consequential losses.
3. Subject to the Sections above, we and our Affiliates (and its licensors), will not be liable to you, whether in contract, tort or otherwise, for any loss or damage which may be incurred by you as a result of:
   1. any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or Transaction between you and any advertiser or sponsor whose advertising appears on the Platform;
   2. any change which we may make to the Platform (or the Services), or any permanent or temporary cessation in the provision of the Platform (or any features within the Services);
   3. malfunction of the Platform;
   4. the deletion of corruption of or failure to store any communications data maintained or transmitted by or through your use of the Platform;
   5. Your failure to provide us with accurate Account information; or
   6. subject to Section 4.7., any fraudulent use of the Platform by you.
4. Except where otherwise required under Applicable Laws, we shall have no liability to you in respect of your use of the Platform and any use by you of the Platform and/or participation in any Transaction (including buying and/or selling any ENOR) is at your own risk.
5. Subject to the other provisions of this Section, our liability to you under this Agreement or for your use of the Platform will be capped at the higher of; (i) USD 500; or (ii) 100% of our Fees, if applicable. This reflects our position as operator of the Platform and the fact that we do not own all or any of the ENOR(s) sold on the Platform.

1. You will indemnify, defend and hold harmless us and our Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, actions, suits, or demands and any related losses, damages, liabilities, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our Policies; (b) any actual or alleged infringement, misappropriation or violation of any third-party rights or Applicable Law by you in connection with your use of the Platform (or the Services); (c) your use of the Platform (or the Services); or (d) your failure to comply with the Transfer Agreement.

1. All Intellectual Property Rights in and to the EdenMountain IP (including the Platform) shall remain our sole property, with the exception of any Contributions made by you.
2. All intellectual property rights in relation to the ENORs shall be governed by the terms of this Agreement.
3. You must not use any part of the EdenMountain IP (including the content on our Platform) for any commercial purposes outside of our Platform without obtaining a licence to do so from us or our licensors.
4. If you print off, copy, download, share or repost any part of our Platform, you must acknowledge our status (and that of any identified contributors) as the authors of content on our Platform (except for any Contributions).
5. If our Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
6. Rules about linking to our Platform. You:
   1. may link to our home page, provided you do so in a way that does not damage our reputation or take advantage of it;
   2. must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
   3. must not establish a link to our Platform in any website that is not owned by you;
   4. must not frame our Platform on any other site, nor may you create a link to any part of our Platform other than the home page;
   5. must ensure that the website in which you are linking our Platform complies in all respects with the content standards set out in the Agreement.
7. We reserve the right to withdraw linking permission without notice. If you wish to link to or make any use of content on our Platform other than that set out above, please contact support@edenmountain.com.

1. Communications. We will communicate with you in English. When you visit the Platform or send e-mails to us, you are communicating with us electronically. By registering on the Platform and accepting the terms of this Agreement, you affirmatively consent to receive notices electronically from us. We may provide all communications and information related to the Platform, the Services and the Account, including without limitation agreements related to the Platform and the Services, amendments or changes to such agreements or any Policies, disclosures, notices, transaction information, statements, responses to claims and other communications that we may be required to provide to you by law (collectively, “Communications”) in electronic format. Communications may be posted to you on the Platform or sent by e-mail to the e-mail address on file for you, and all such Communications will be deemed to be in “writing” and received by and properly given to you. You are responsible for printing, storing and maintaining your own records of Communications, including copies of this Agreement.
2. Changes. We may modify the terms of this Agreement, the Specifications, or the features of the Services and/or the Platform from time to time. We will try to give you reasonable notice of any major changes to our Platform; however, you are at all times responsible for reading and understanding each version of this Agreement and Policies as we publish such changes. All such changes are deemed binding on you as soon as they are posted on the Platform, unless otherwise stated. If you do not agree to any change to this Agreement, the Specifications, or feature of the Services, you may terminate this Agreement and request to close your Account.
3. Relationship. Nothing in this Agreement creates or is intended to create any type of joint venture, employee-employer, escrow, partnership, or any fiduciary relationship between you and us or our Affiliates. Further, neither you nor us shall be deemed to be an agent or representative of the other by virtue of this Agreement. Neither you nor us is authorized to, and will attempt to, create or assume any obligation or liability, express or implied, in the name of or otherwise on behalf of the other. Without limiting the generality of the foregoing, neither you nor us will enter into any contract, agreement or other commitment, make any warranty or guaranty, or incur any obligation or liability in the name or otherwise on behalf of the other.
4. Assignment. You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. We may transfer our rights and obligations under these terms to another person (including but not limited to our Affiliates). We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Agreement.
5. Waiver. To be effective, any waiver by us of any of our rights or your obligations under this Agreement must be made in writing signed by us. No failure or forbearance by us to insist upon or enforce performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise, constitutes a waiver or relinquishment to any extent of our right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather, the same will be and remain in full force and effect.
6. Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement remains in full force and effect.
7. Entire Agreement. This Agreement, including without limitation the Policies, constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement. Except as expressly provided above, no modification or amendment of this Agreement will be binding on us unless set forth in writing and signed by us.
8. No Advice. The content on our Platform is provided for general information only and should not be interpreted as investment advice, recommendation or solicitation to buy or sell an ENOR. It is not intended to amount to advice on which you should rely. We are not acting as an advisor, broker, dealer, agent or otherwise involved in any capacity associated with securities transactions, nor do we endorse or recommend conducting business with any particular user of our Platform. You must obtain professional or specialist advice before taking, or refraining from, any action (including availing the Services) on the basis of the content on our Platform.
9. Third Party Rights. This Agreement does not create or infer any rights that are enforceable by another person who is not a party to this Agreement.
10. Active User. To ensure the Platform users are active and maintain their details up-to-date, please make sure you log into your Account at least once every six months, as otherwise your Account will be considered inactive and may require additional steps to be re-activated.
11. Complaints. If you wish to make a complaint about the Services, you can make a complaint by notifying our customer service centre as provided above. We will ensure that all complaints are handled and addressed in a fair and timely manner.
12. Disputes. If a Dispute arises between you and the Buyer and/or Seller under the Transfer Agreement, you will notify us of this and engage in the dispute resolution mechanism set out in the Transfer Agreement. Upon the Dispute being resolved and if there is a change of ownership of the ENOR, we will update the Platform accordingly. For the avoidance of doubt, we will have no obligation to repay or reimburse all or any sums to you in connection with such Disputes (including, but not limited to, any Fees paid to us under this Agreement).
13. Governing Law and Jurisdiction. This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed and interpreted in accordance with the laws of England and Wales. Should there be any disagreement which we are not able to amicably resolve within a period of thirty days from such disagreement notified by either you or us to the other, both you and us agree that such disagreement shall be exclusively referred to and resolved by the courts of the Abu Dhabi Global Market.