NOTE: The Terms used herein shall have the meanings set forth in Section 16 of these TOU.
1. THE SITES AND THE SERVICES.
The Site and/or the Services operated by RMM and/or its Affiliates are offered to User conditioned on User's acceptance without modification of the terms, conditions, and notices contained herein. User's use of the Site and/or the Services constitutes User's agreement to all such terms, conditions, and notices.
RMM and/or its Affiliates shall have the right to change, modify, amend, add, eliminate and establish these TOU and any other terms, conditions, charges and notices under which the Site and/or the Services are offered, including but not limited to Rules and Regulations relating to the use of the Site and/or the Services. User is responsible for regularly reviewing these TOU and such other terms and conditions. User's continued use of the Site and/or the Services constitutes User's agreement to all such terms, conditions, and notices. RMM and/or its Affiliates shall post said modifications, amendments, addendums, eliminations and/or new dispositions on the Site. Any said changes shall be binding on the Clients, Bidders and any User or other person 24 hours after being posted on the Site except as provided in Section 14.8 hereof.
3. SOFTWARE AND CONTENT AVAILABLE THROUGH THE SITE AND/OR SERVICES.
All Content including, but not limited to text, graphics, logos, icons, images and software (if any) that is made available to view and/or download in connection with the Site and/or the Services and the arrangement and compilation of such Content, is owned by and is the copyrighted work of RMM and/or its Affiliates and/or their Content Generators and is protected by copyright laws and international treaty provisions.
Unless otherwise agreed in writing, User acknowledges that RMM and/or its Affiliates have the right, but no obligation, to monitor the Site and/or the Services and to disclose any information necessary to operate the Site and/or the Services, to protect RMM, its Affiliates, their Clients, and/or other third parties and to comply with legal obligations or governmental requests. RMM and/or its Affiliates reserve the right to refuse to post or to remove any information on the Site and/or the Services, in whole or in part, for any reason.
RMM and/or its Affiliates reserve the right to limit the provision of any Content or Service to any person, geographic area or jurisdiction as it so desires, or as required by law. RMM and/or its Affiliates in their sole discretion may add, delete or change the Content at any time, without notice to User.
4. LINKS TO THIRD PARTY SITES.
5. LICENSE AND USE.
RMM and/or its Affiliates hereby grant User a revocable, personal, non-transferable license for viewing and otherwise using the particular Site and/or Service in accordance with these TOU, and for no other purpose, provided that User keeps intact all copyright and other proprietary notices. Any reproduction or redistribution of the Content and/or software and/or any other Services is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT OR SOFTWARE OR ANY OTHER SERVICE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
If User is allowed access to password-protected areas of the Site and/or the Services, User agrees to keep User's password confidential, to send notice to RMM and/or its Affiliates within 24 hours if User's password is compromised. User acknowledges that (i) the internet is a network of computers worldwide, and that any information submitted by User to RMM and/or its Affiliates necessarily is routed via third party computers to RMM and/or its Affiliates, (ii) RMM and/or its Affiliates are not responsible for lapses in online security and do not assume liability for improper use of User's information by a third party
6. RESTRICTIONS ON USE.
Unless otherwise agreed in writing, the Site and/or the Services are for User's personal and non-commercial use.
User may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative
works from, transfer, or sell any information, software, products or services obtained from the Site and/or the
Concerning User's use of the Site and/or the Services or any Content, User agrees not to knowingly: (i) use the
Site and/or the Services in any manner which could damage, disable, overburden, or impair the Site and/or the
Services (or the network(s) connected to the Site and/or the Services) or interfere with any other Person's use
and enjoyment of the Site and/or the Services, including, but not limited to the use of any device, software or
technique to interfere with or attempt to interfere with the proper working of the Site and/or the Services;
(ii) post or transmit to the Site and/or the Services any unlawful, fraudulent, harassing, libelous, or obscene
information of any kind; (iii) post or send to the Site and/or the Services any information that contains a virus,
bug, or other harmful item; (iv) publish, perform, distribute, prepare derivative works, copy, reverse engineer,
or use the Content and/or the Services (other than as expressly permitted herein); (v) post or transmit into or
on the Site and/or the Services any information in violation of another person's copyright or intellectual
property rights; (vi) take any action which imposes an unreasonable or disproportionately large load on RMM's
and/or its Affiliates' infrastructure; (vii) redeliver any of the Content using "framing", hyperlinks, or other
technology without RMM's and/or its Affiliates' express written permission; (viii) use any device or technology
to provide repeated automated attempts to access password-protected portions of the Site and/or the Services or
attempt to gain unauthorized access to the Site and/or the Services, other accounts, computer systems or networks
connected to the Site and/or the Services, through hacking, password mining or any other means; or, (ix) obtain
or attempt to obtain any materials or information through any means not intentionally made available through the
Site and/or the Services.
7. FEEDBACK, INFORMATION AND DATA.
If the User of the Site and/or the Services provides or submits any data, information or feedback ("data") to
RMM and/or its Affiliates or to RMM's Licensees, whether by using the Site and/or the Services or otherwise,
the User warrants that such data is accurate and current, and that he or she is authorized to provide such data.
Therefore, User grants RMM and/or its Affiliates a nonexclusive, worldwide, royalty-free license to (in any
media now known or not currently known or invented) link to, utilize, use, copy, modify, distribute, exploit,
and prepare derivative works of the submitted data, with the exception of any Confidential Information.
applicable to personally identifiable User data. USER RETAINS OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL
PROPERTY RIGHTS APPLICABLE TO ANY INFORMATION SUBMITTED TO RMM AND/OR ITS AFFILIATES.
RMM and/or its Affiliates are committed to protecting the privacy of the Users of the Site and/or the Services
and have instituted safeguards intended to protect all data collected against unauthorized access. RMM and/or
its Affiliates shall have the right to use all data generated in connection with the Site and/or the Services
in any manner and to publish such data. By using the Site and/or the Services and providing the data, the User
The Parties shall not transfer or otherwise disclose the Confidential Information of the other Party to any
person in violation of this policy. Each Party shall: (i) give access to such Confidential Information solely
to those of its employees, consultants or agents with a need to have access thereto; and (ii) take the same
security precautions to protect against disclosure or unauthorized use of such Confidential Information that
the Party takes with its own Confidential Information but, in no event, shall a Party apply less than a
reasonable standard of care to prevent such disclosure or unauthorized use. The Parties agree to promptly
return or destroy the other Party's Confidential Information upon the termination of these TOU and/or any
other valid and existing agreement between User and RMM and/or its Affiliates. Notwithstanding anything to
the contrary, RMM and/or its Affiliates shall have the right to: (i) use and maintain all data and information
generated in connection with the Site and/or the Services; and (ii) list or otherwise identify Client as a client
in customer lists and other publication materials.
If any User of the Site and/or the Services breaches any these TOU and/or any other valid and existing agreement
between User and RMM and/or its Affiliates or RMM's Licensees, RMM and/or its Affiliates may, in addition to any
other remedies available at law or equity, deny the User access to the Site and/or the Services and disable any
User name and password associated with such User. User acknowledges that any breach of the provisions of these TOU
or any other valid and existing agreement between User and RMM and/or its Affiliates or RMM's Licensees will cause
irreparable damage to RMM and/or its Affiliates and/or other third parties and that a remedy at law will be
inadequate. Therefore, in addition to any and all other legal or equitable remedies, RMM and/or its Affiliates and
and/or other third parties may be entitled to injunctive relief for any breach of these TOU or any other valid and
existing agreement between User and RMM and/or its Affiliates or RMM's Licensees.
10. LIMITATIONS AND DISCLAIMER.
UNLESS OTHERWISE AGREED IN WRITING:
10.1 Site, Services and Contract. RMM AND/OR ITS AFFILIATES AND/OR THEIR RESPECTIVE CONTENT GENERATORS
MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE SITE AND/OR SERVICES, THE
OPERATION OF THE SITE AND/OR SERVICES, THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES
OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE CONTENT INCLUDED IN OR AVAILABLE THROUGH THE SITE AND/OR SERVICES
FOR ANY PURPOSE.
THE SITE AND/OR SERVICES, ALL SUCH CONTENT AND ACCESS TO ANY LINKED SITE, ARE PROVIDED "AS IS" AND "AS AVAILABLE",
WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. RMM AND/OR ITS AFFILIATES AND/OR
THEIR RESPECTIVE CONTENT GENERATORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE CONTENT AND/OR
THE SITE AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT. USER HEREBY DISCLAIMS
ALL WARRANTIES BY RMM AND/OR ITS AFFILIATES RELATING TO USER'S USE OF THE SITE AND/OR SERVICES.
THE CONTENT INCLUDED IN OR AVAILABLE THROUGH THE SITE AND/OR SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL
ERRORS. CHANGES ARE PERIODICALLY MADE TO THE SITE AND/OR SERVICES AND TO THE CONTENT THEREIN. RMM AND/OR ITS
AFFILIATES AND/OR THEIR RESPECTIVE CONTENT GENERATORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AND/OR
SERVICES AT ANY TIME.
USER ACKNOWLEDGES THAT USER'S ACCESS TO THE SITE AND/OR SERVICES WILL NOT BE FREE OF INTERRUPTIONS, THAT THE
CONTENT MAY CONTAIN BUGS, ERRORS, TECHNICAL INACCURACIES, PROBLEMS OR OTHER LIMITATIONS, AND THAT THE SITE
AND/OR SERVICES MAY BE UNAVAILABLE FROM TIME TO TIME. USER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR USER'S
USE OF THE SITE AND/OR SERVICES.
USER SPECIFICALLY AGREES THAT RMM AND/OR ITS AFFILIATES SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR
ALTERATION OF USER'S TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR
ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE AND/OR SERVICES. USER SPECIFICALLY AGREES THAT RMM AND/OR ITS
AFFILIATES ARE NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT
OR CONDUCT OF ANY OTHER PERSON OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS.
USER SPECIFICALLY AGREES THAT RMM AND/OR ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR
INCLUDED IN THE SITE AND/OR SERVICES BY ANY OTHER PERSON.
10.2 Exclusion of Certain Damages. IN NO EVENT SHALL RMM AND/OR ITS AFFILIATES AND/OR THEIR
RESPECTIVE CONTENT GENERATORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL
AND/OR ANY SIMILAR DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS,
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE AND/OR SERVICES, WITH THE DELAY
OR INABILITY TO USE THE SITE AND/OR SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE THE SITE AND/OR SERVICES,
OR FOR ANY CONTENT OBTAINED THROUGH THE SITE AND/OR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE
AND/OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF RMM AND/OR
ITS AFFILIATES OR ANY OF THEIR CONTENT GENERATORS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME
STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO USER. IF USER IS DISSATISFIED WITH ANY PORTION OF THE SITE AND/OR
REMEDY IS TO DISCONTINUE USING THE SITE AND/OR SERVICES, UNLESS ANOTHER REMEDY IS EXPRESSLY PROVIDED FOR
PURSUANT TO ANY OTHER VALID AND EXISTING AGREEMENT BETWEEN USER AND RMM AND/OR ITS AFFILIATES.
10.3 Limitation of Liability. The liability of RMM and/or its Affiliates with respect to any claim,
demand, loss or damage, of any kind and nature, known or unknown, suspected or unsuspected, arising out of or
relating to, in whole or in part, these TOU, the Rules and Regulations or a Services Agreement or other
agreement, whether based on contract, tort, negligence, strict liability or otherwise, shall not exceed the
higher of: (i) one thousand dollars; or (ii) the sum of all commissions received by RMM and/or its Affiliates
from the User during the immediately preceding three-month term.
10.4 Client Remedy. In addition to the remedy set forth in Section 10.2 hereof, if RMM materially
breaches its obligations hereunder and a Client is dissatisfied with an SME which does not result in a Winning
Qualified Bidder, the Client shall have the right to request RMM to conduct the SME again to cure the
deficiency, if it is practical to do so.
11. ENTIRE AGREEMENT, SEVERABILITY AND CONFLICT.
Unless otherwise agreed in writing, these TOU constitute the entire agreement between User and RMM and/or
its Affiliates with respect to the subject matter hereof and it supersedes all prior or contemporaneous
communications and proposals, whether electronic, oral or written, between the User and RMM and/or its
Affiliates with respect to the matters contained herein. User agrees to review these TOU prior to any use
of the Site and/or the Services, and each use of the Site and/or the Services by User shall constitute and
be deemed User's unconditional acceptance of these TOU. If any part of these TOU is determined to be invalid
or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and
liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded
by a valid, enforceable provision that most closely matches the intent of the original provision and the
remainder of the TOU shall continue in effect.
If these TOU conflict with a provision of any other valid and existing agreement between User and RMM and/or
its Affiliates relating to the Site and/or the Services, the provision in such other agreement shall govern.
12. TERMINATION AND SURVIVAL.
Unless otherwise provided in another valid and existing agreement between User and RMM and/or its Affiliates
in which these TOU are incorporated by reference, use of the Site and/or the Services may be terminated by either
Party, at their sole and absolute discretion, at any time and for any reason (with or without cause), with or
without notice. If the use of the Site and/or the Services is terminated by RMM, User agrees to cease all use of
the Site and/or the Services and, upon request by RMM and/or its Affiliates, to return all information in User's
possession relating to the Site and/or the Services, and all copies thereof.
Any and all provisions or obligations contained in these TOU or in any other valid and existing agreement
between User and RMM and/or its Affiliates, which by their nature or effect are required or intended to be
observed, kept or performed after termination of the use of the Site and/or the Services or said other agreements,
will survive the termination of the use of the Site and/or the Services and/or said other agreements and remain
binding upon and for the benefit of the Parties, their successors and permitted assignees.
13. APPLICABLE LAW AND JURISDICTION.
The Site and/or the Services are created and/or controlled and/or operated by RMM and/or its Affiliates in the
State of California, U.S.A. These TOU are governed by the laws of the State of California, U.S.A without giving
effect to any principles of conflicts of laws.
Any dispute, controversy or claim arising out of or relating to these TOU, or the breach, termination or
invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at
present in force, by one arbitrator appointed in accordance with the said Rules. Pursuant to article 6 of the
said Rules, the Parties hereby agree that the appointing authority shall be the International Chamber of Commerce.
The place of arbitration shall be Palo Alto, California, U.S.A. and the language to be used in the arbitral
proceedings shall be English.
A printed version of these TOU and of any notice given in electronic form based upon or relating to these TOU
shall be admissible in judicial or administrative proceedings to the same extent and subject to the same
conditions as other business documents and records originally generated and maintained in printed form.
14.1 Disclosure. RMM's and/or its Affiliates' performance of these TOU is subject to existing
laws and legal process, and nothing contained in these TOU is in derogation of RMM's and/or its Affiliates'
right to comply with governmental, court and law enforcement requests or requirements relating to User's use
of the Site and/or the Services or information provided to or gathered by RMM and/or its Affiliates with
respect to such use. RMM and/or its Affiliates reserve the right to disclose any personal information about
User or User's use of the Site and/or the Services, including its Contents, without User's prior permission
if RMM and/or its Affiliates have a good faith belief that such action is necessary to: (1) conform to legal
requirements or comply with legal process; (2) protect and defend the rights or property of RMM and/or its
Affiliates; (3) enforce the TOU and/or any other valid and existing agreement between User and RMM and/or its
Affiliates; or (4) act to protect the interests of its Users and/or other persons.
14.2. Waiver. The failure of RMM and/or its Affiliates to exercise or enforce rights pursuant
to these TOU or any other agreement between User and RMM and/or its Affiliates shall not constitute a waiver
of such rights or provisions.
14.3. Independent Contractor. User agrees that RMM and its Affiliates are independent contractors
and that no joint venture, partnership, employment, representation or agency relationship exists between User
and RMM and/or its Affiliates as a result of (i) these TOU; (ii) any other valid and existing agreement between
User and RMM and/or its Affiliates; or (iii) the User's use of the Site and/or the Services.
14.4. Indemnification. User, on behalf of itself and on behalf of User´s Personnel, agrees to
indemnify and hold RMM and/or its Affiliates and their Personnel, harmless from any claim, demand, responsibility,
loss or damage, of any kind and nature, known or unknown, suspected or unsuspected, revealed or not, including
reasonable attorneys' fees, asserted by any person due to or arising out of or relating to any User's use, misuse,
conduct, non-compliance, breach or violation: (i) of these TOU; (ii) of any other valid and existing agreement
between User and RMM and/or its Affiliates; (iii) regarding the Site and/or the Services; and/or (iv) regarding an
Auction, SME and/or the Effective Buy-sell Transaction.
14.5. Taxes. Each party shall be responsible for the payment to the competent federal, state and/or
municipal authorities of all taxes and for the performance of all tax obligations required to be paid or performed
by it. Users understand and agree that RMM and/or its Affiliates shall not be responsible or liable for the
calculation, reporting or payment of any taxes of any kind levied on any transaction between the Client and the
Winning Qualified Bidders.
14.6. VAT. Any commission, fees or expenses paid to RMM and/or its Affiliates shall be exclusive
of value added, sales, use and other similar taxes or impositions and the payor of such amounts shall pay and
RMM and/or its Affiliates may collect such taxes or impositions if legally required.
14.7. Language. The legal and binding form of these TOU and any rules and regulations adopted
thereunder or Services Agreement, consulting services agreement or other agreement entered into in writing between
User and RMM and/or its Affiliates, shall be the English language version, notwithstanding the case that such
documents may be translated into Spanish or other languages and posted on this site or provided to the User.
Such translations into languages other than English are for convenience purposes only. Execution of a document
in a language other than English shall constitute the parties agreement to be bound by RMM's English language
form of such document.
14.8. Modification of TOU. In the event that RMM and/or its Affiliates have executed a Service
Agreement, consulting service agreement or other agreement in writing with a User, other than these TOU, and
in such agreement the TOU are incorporated by reference, then the TOU existing upon the date of execution of
that agreement, as amended subject to the limitation set forth below, shall be the TOU that are incorporated
by reference into such agreement. In accordance with Section 2 of these TOU, RMM may modify the TOU, however,
a modification that Materially Interferes with the agreement with the Client shall not be binding against the
Client without its written consent. A modification to the TOU shall only be deemed to Materially Interfere
with the agreement with the Client if it: (i) materially changes the terms or conditions of payments to be
made by the Client; or (ii) materially adversely changes the scope of Services to be provided to the Client
(other than changes which do not fundamentally affect the expected benefits reasonably expected by the Client
from such agreement which are made in order to facilitate the operation of the Site and the effective use
thereof by Users and RMM or the protection of parties information or expectations).
14.9. Limited Representations and Warranties. RMM hereby represents to the Client only that all
Services to be provided to the Client by RMM under these TOU will meet the specifications and descriptions set
forth in the TOU, as amended. RMM warrants to the Client only that the Services contemplated herein to be
provided by RMM do not infringe third parties intellectual property rights and RMM agrees to indemnify, defend
and hold harmless the Client only from and against any claim, loss, damage, liability, judgment, fees and related
expenses, including attorneys' fees, incurred by the Client with respect to any claim or cause of action due to a
breach of the foregoing warranty by RMM. RMM and/or its Affiliates reserve the right to assume the exclusive
defense and control of any matter arising from any claim or action made under the above warranty.
14.10. Rules and Regulations. RMM has adopted rules and regulations for the structured market
event, the use of the Site and the Services, copies of which are posted to the Site and such may be changed,
modified, amended or altered in accordance with Section 2 of these TOU. Such rules and regulations shall
constitute an agreement binding upon all Users and RMM and/or its Affiliates.
14.11. Creation of Binding Agreement. All bids transmitted by a Qualified Bidder through RMM
and/or its Affiliates will be considered and constitute firm and irrevocable bids to sell the RFQ Products
and Services to the Client or Licensee Client, as applicable, pursuant to the provisions of the Final RFQ
and the Electronic Bidding Event. Bids are not subject to withdrawal. It is expressly agreed by each User
that at the time any Qualified Bidder is designated as Winning Qualified Bidder and is notified of its
designation, a binding agreement between the Client or Licensee Client, as applicable, and the Winning
Qualified Bidder is created for the purchase and sale of the RFQ Products and Services in accordance with
the terms of the Winning Qualified Bid. The Winning Qualified Bidder and the Client or Licensee Client,
as applicable, agree to enter into written agreements confirming such agreement as soon as practical after
the designation of the Winning Qualified Bidder.
14.12. Responsibility for Transaction. RMM, as an independent contractor, will work with the
Client (as required under its contract, if any, with Client) and Bidders during each stage of the SME
pursuant to the rules and regulations adopted hereunder. Client and all other Users understand and agree
that RMM and/or its Affiliates shall not be liable for and do not make any warranty whatsoever with respect
to the Effective Buy-sell Transaction and/or the Offered Products and Services and that RMM and/or its
affiliates will not be parties to the Effective Buy/Sell agreement or provide the Offered Products and
Services nor bear any responsibility for same.
15. INTELLECTUAL PROPERTY, COPYRIGHT AND TRADEMARK NOTICES.
These TOU, any other valid and existing agreement between User and RMM and/or its Affiliates, and/or the use
of the Site and/or the Services do not grant any rights to Users relating to any patents, copyrights, commercial
or industrial secrets, trademarks or any other intellectual property rights of RMM and/or its Affiliates.
All Contents of the Site and/or the Services are: Copyright © 2000-2003 Regional Market Makers, Inc. and/or
RMM Mexico and/or their Content Generators, 425 Grant Ave. # 31 Palo Alto, CA. 94306-1815 U.S.A. All rights reserved.
Regional Market Makers, Inc., RMM, NAFTAeXchange, NAFTASafe, NAFTASell, NAFTABuy, EUROMeXchange, Structured Market Event,
SME, The Origin Compliance eXperts, and all their respective Web Sites and logos are either trademarks or registered
trademarks and/or service marks of RMM and/or its Affiliates and/or other third parties in the United States, Mexico and
The RMM market making process or Structured Market Event (SME), including RMM's software, is a confidential, proprietary
process protected by patent, copyright, trademark, trade secret and other intellectual property rights owned by RMM and/or
RMM's and/or its Affiliates' trademarks may not be used without the prior written consent of RMM and/or its Affiliates
and shall not be used in any manner that is likely to cause confusion or in any manner that disparages or discredits
RMM and/or its Affiliates.
Unless otherwise noted on the Site and/or the Services, all other trademarks, service marks, and logos used in the Site
and/or the Services are the trademarks, service marks or logos of their respective owners.
Any rights not expressly granted herein are reserved.
The terms set forth below shall have the meanings set forth below:
16.1 Affiliates: any parent, subsidiary or Person that, directly or indirectly, is controlled by,
controls, or is under common control with, other Person.
16.2 Bid of the Winning Qualified Bidder: selling price offered by a Qualified Bidder that, pursuant to
the rules of the Electronic Bidding Event, allows the Qualified Bidder to be designated as the Winning Qualified
16.3 Bidder(s): any Qualified Bidder(s), Winning Qualified Bidder(s) or Potential Bidder(s).
16.4 Client: any individual or entity that executes a Services Agreement, consulting services agreement
or License Agreement with RMM and/or its Affiliates.
16.5 Client Information: all information that RMM and/or its Affiliates may reasonably request from
the Client to enable them to provide the Services to the Client, particularly to develop the RFQ, if required
pursuant to the agreement with the Client.
16.6 Commission: a commission payable for a transaction established pursuant to the Services Agreement.
16.7 Complete Lot(s): a full basket of products and/or services of the same line included in an RFQ.
16.8 Confidential Information: all confidential information disclosed by the Client to RMM and/or its
Affiliates, including, without limitation, training material, software, codes and designs, specifications and
documents of the products, business and product plans, and other confidential business information.
Confidential Information shall not include any information which: (i) is or becomes of public domain with no
action or involvement of the receiving party; or (ii) is independently developed by the receiving party without
using or referring to the Confidential Information of the disclosing party.
16.9 Contact: any individual designated by the Client as the contact responsible for handling all of
the Client's business affairs with respect to RMM and/or its Affiliates.
16.10 Content: all information, content, software, products, materials, services and related graphics
data, or other material, in any form or media, contained in, obtained from, or relating to the Site and/or
the Services, including all results obtained from the Site and/or the Services.
16.11 Content Generators: any Person in charge of generating and/or supplying all or any portion of
the Content of the Site.
16.12 Difficulty(ies): includes, without limitation, any event or problem interfering with the capacity
of a Potential Bidder or Qualified Bidder to participate in a SME and may include, without limitation, any data
error or software problem.
16.13 Draft RFQ: a preliminary RFQ, subject to amendments.
16.14 Effective Buy-sell Transaction or Buy-sell Transaction: includes, without limitation, the execution,
form and text of the buy and sell agreement to be executed between the Client or Licensee Clients, as applicable,
and the Winning Qualified Bidder, and the transport, insurance, taking of delivery, making of payments and addressing
of any other post-sale matter, such as claims, returns, etc.
16.15 Electronic Bidding Event(s): Electronic Bidding Events conducted by RMM, pursuant to which any Clients
or Licensee Clients, as applicable, may acquire parts, materials and/or specific services from Qualified Bidders.
16.16 Executive Market Maker: a professional individual under the employment of RMM and/or its Affiliates
who is specifically assigned to the Client's SME.
16.17 Final RFQ: a final RFQ, to which the Client or Licensee Clients, as applicable, all Potential Bidders
and all Qualified Bidders will be subject to.
16.18 Licensee: a Person with whom RMM has executed a License Agreement that permits such Person to conduct
SME's using the Site.
16.19 Licensee Client: a Person who has executed an agreement with Licensee for Licensee to conduct a SME
using the Site.
16.20 Market: NAFTAeXchange®, EUROMeXchange® or any other online global market, present or future, owned by
RMM and/or its Affiliates.
16.21 Offered Products and Services: products and/or services offered by the Winning Qualified Bidder(s)
to the Client or Licensee Clients, as applicable.
16.22 Open Auction: initial status of the Electronic Bidding Event during which bids may be received.
16.23 Paused Auction: periods of time when RMM will temporarily suspend an Open Auction due to
Difficulties in the conduct thereof.
16.24 Person: any individual, corporation, partnership, joint venture, trust, limited liability company
or any other entity.
16.25 Personnel: partners, board members, directors, officers, employees, representatives, intermediaries,
agents, consultants and/or independent contractors.
16.26 Potential Bidder(s): any bidder of RFQ Products and Services that may be nominated as a Qualified
16.27 Qualified Bidder(s): Potential Bidder(s) approved by the Client or Licensee Client, as applicable,
to participate in an Electronic Bidding Event.
16.28 Reservation Price: maximum price at which the Client or Licensee Client, as applicable, is bound
to purchase a Complete Lot from the Winning Qualified Bidder, provided such a price reflects the prevailing
16.29 RFQ or Request(s) for Quotation(s): document(s) specifying, by way of enunciation and not by
way of limitation, all technical characteristics of the RFQ Products and Services, delivery conditions,
form of payment, and terms and conditions of a particular Electronic Bidding Event.
16.30 RFQ Products and Services: products and/or services identified in an RFQ.
16.31 RMM Mexico: Regional Market Makers de México, S. de R.L. de C.V.
16.32 RMM: Regional Market Makers, Inc.
16.33 RMM and/or its Affiliates: RMM and/or RMM Mexico.
16.34 Rules and Regulations: all rules and regulations governing the SME, as published on the Site,
including any additions and amendments thereto.
16.35 Services: all products and/or services offered and/or provided by RMM and/or its Affiliates,
including, without limitation, the Site, the Market, software, products, Structured Market Events, analysis
of regional content, design of transactions, development of bidders, auctions and value added services.
16.36 Special Services: those services provided to the Client by RMM and/or its Affiliates, which
are not defined under Services.
16.37 Services Agreement: any contract or agreement whereby RMM and/or its Affiliates shall agree
to provide the Services, including the SME.
16.38 Site: www.aklara.com, the online site of RMM, and all other sites, pages and Contents of RMM,
which are operated by RMM and/or its Affiliates.
16.39 SME or Structured Market Event(s): set of activities from the development of a Draft RFQ through
the conclusion of an Electronic Bidding Event, including, without limitation, all phases of analysis of
regional content, design of transactions, development of bidders, auctions and value added services.
16.40 Term Sheet: the SME Term Sheet or Sheets attached to a Services Agreement.
including any additions and amendments thereto.
16.42 User(s): means any Person, including Clients, Licensee Clients, Bidders or any other person
using the Site and/or the Services offered and/or provided by RMM and/or its Affiliates.
16.43 Winning Qualified Bidder(s): Qualified Bidder(s) winning the Electronic Bidding Event.
Unless otherwise agreed in writing, all notices to Users may be given by posting upon the Site and such notices
shall be valid and deemed received upon posting, or by facsimile, e-mail or courier, which shall be effective
upon receipt by the User, its facsimile, e-mail system or at its address. Unless otherwise agreed in writing,
all notices to RMM shall be given to [email protected]
(Master Market Maker).
The execution of agreements or the setting of Reservation Prices may be accomplished between the Client and
RMM by the exchange of counterpart signed agreements or initialed Term Sheets in person or by facsimile and
such counterparts together shall constitute one and the same instrument binding upon the parties.
18. SPECIAL PROVISIONS RELATING TO LICENSEES.
18.1 Liability of RMM and Affiliates to Licensee Clients: Neither RMM and/or its Affiliates shall
have any liability or responsibility of any kind to any Licensee Client who has entered into a contractual
arrangement with any Licensee, or to any Bidder or other User who participates in any way in any Structured
Market Event that is conducted by any Licensee, whether under these TOU, the Rules and Regulations, any
Service Agreement, or otherwise, other than liability for breaches by RMM and/or its Affiliates of Section 8
of these TOU. Except as otherwise provided in the foregoing sentence, all liabilities and responsibilities,
if any, to a Licensee Client shall be the sole responsibility of Licensee and Licensee Clients shall have no
recourse against RMM and/or its Affiliates therefore.
18.2 Construction: The provisions of this Section 18 shall supersede any conflicting provisions set
forth in these TOU, the Rules and Regulations or any other agreements to which a Licensee Client is a party
or under which it claims benefits.
© 2000-2001 Regional Market Makers, Inc. All rights reserved.
Updated: March 2003